WORLD KINECT CORP
For the period ended Dec 31, 2024. Filed Feb 25, 2025.
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FY2024 · Filed Feb 25, 2025
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(vi)Notes to the Consolidated Financial Statements
WORLD KINECT CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- 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 Annual Report on Form 10‑K ("2024 10‑K Report") as "World Kinect," "we," "our" and "us." On June 15, 2023, the Company's shareholders approved an amendment to the Company's Articles of Incorporation, as amended, changing the Company's name from World Fuel Services Corporation to World Kinect Corporation. This change is intended to better reflect the Company's ongoing transformation into a more resilient, diversified energy and solutions provider.
We are a global energy management company offering fulfillment and related services across the aviation, marine, and land-based transportation sectors. We also supply natural gas and power in the United States and Europe along with a growing suite of other sustainability-related products and services.
A. Basis of Presentation
The Consolidated Financial Statements and related Notes include our parent company and 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 Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Our fiscal year-end is as of and for the year ended December 31 for each year presented. All intercompany transactions among our consolidated subsidiaries have been eliminated.
Certain amounts in the Consolidated Financial Statements and accompanying Notes may not add due to rounding. All percentages have been calculated using unrounded amounts. Certain prior period amounts have been reclassified to conform to the current presentation.
B. New Accounting Standards
Adoption of New Accounting Standards
Segment Reporting. Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, was issued in November 2023. ASU 2023-07 amends the guidance in Accounting Standards Codification ("ASC") 280, Segment Reporting, to require public entities to disclose significant segment expenses and other segment items on an interim and annual basis. The amendment also requires disclosure of the chief operating decision maker's ("CODM") title and position on an annual basis, as well as an explanation of how the CODM uses the reported measure(s). Additionally, the amended guidance permits companies to disclose more than one measure of segment profit or loss used by the CODM provided that at least one of the reported measures includes the segment profit or loss measure that is most consistent with GAAP measurement principles. The amendment also requires all disclosures about a reportable segment’s assets and profit or loss, currently required only in annual periods, in all interim periods. The ASU does not change how a public entity identifies or aggregates its operating segments or how quantitative thresholds are applied to determine an entities' reportable segments. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and should be applied retrospectively to all periods presented in the financial statements. The Company adopted ASU 2023-07 in the fourth quarter of 2024 and has included the relevant disclosures in Note 15. Business Segments, Geographic Information, and Major Customers.
Accounting Standards Issued But Not Yet Adopted
Income Taxes. ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, was issued in December 2023. ASU 2023-09 amends the guidance in ASC 740, Income Taxes, to improve the transparency of income tax disclosures by amending the required rate reconciliation disclosures as well as requiring disclosure of income taxes paid disaggregated by jurisdiction. As amended, the rate reconciliation disclosure will be required to be presented in both percentages and reporting currency amounts, with consistent categories and greater disaggregation of information. The ASU also includes amendments intended to improve the effectiveness of income tax disclosures and eliminate certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. The amendments are effective for fiscal years beginning after December 15,
2024 and should be applied prospectively. Early adoption is permitted. The Company is currently evaluating the amendments to identify potential impacts to the Company's Notes to the Consolidated Financial Statements and processes.
Expense Disaggregation. 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; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements at 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 and, 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 Consolidated Financial Statements and processes.
There are no other recently issued accounting standards not yet adopted by us that, upon adoption, are expected to have a material impact on the Company's Consolidated Financial Statements or processes.
Recent Securities and Exchange Commission Final Rules Issued but Not Yet Effective
Climate-Related Disclosures. In March 2024, the Securities and Exchange Commission ("SEC") adopted final rules requiring registrants to provide certain climate-related information in their registration statements and annual reports. In April 2024, the SEC voluntarily stayed the rules pending judicial review. In February 2025, the Acting Chairman of the SEC announced that he does not support the SEC's climate disclosure rules and that he had directed the SEC staff to request that the Eighth Circuit Court of Appeals delay scheduling the case for arguments. The Company continues to monitor the status of these final rules.
C. Estimates and Assumptions
The preparation of Consolidated Financial Statements in conformity with U.S. GAAP requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Accordingly, actual results could materially differ from estimated amounts. We evaluate our estimated assumptions based on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.
D. Cash and Cash Equivalents
Our cash equivalents consist principally of overnight investments, bank money market accounts and bank time deposits which have an original maturity date of less than 90 days. These securities are carried at cost, which approximates market value.
E. Accounts Receivable and Allowance for Credit Losses
Accounts receivable are measured at amortized cost. The collectability of our accounts receivable is continuously monitored using a risk-based model, taking into consideration both the timeliness and predictability of collections from our customers. We maintain a provision for estimated credit losses based upon our historical experience with our customers, along with any specific customer collection issues that we have identified from current financial information and business prospects, as well as any political or economic conditions or other market factors, including certain assumptions based on reasonable forward-looking information from market sources. Principally based on these credit risk factors, portfolio segments are defined and an internally derived risk-based credit loss reserve is established and applied to each portfolio segment. Customer account balances that are deemed to be at high risk of collectability are reserved at higher rates than customer account balances which we expect to collect without difficulty.
Individual receivables are written off when there is information indicating that the counterparty is in severe financial difficulty and the amounts are deemed uncollectible. An accounts receivable written off may still be subject to enforcement activities under our recovery procedures, taking into account legal advice where appropriate. Any subsequent recoveries made are recognized as income in the Consolidated Statements of Income and Comprehensive Income.
For additional information, see Note 2. Accounts Receivable.
F. Inventories
Inventories are valued primarily using weighted average cost and first-in-first-out in certain limited locations. Inventory is stated at the lower of average cost or net realizable value. When evidence exists that the net realizable value of inventory is lower than its cost, the difference is recognized as a loss in the Consolidated Statements of Income and Comprehensive Income in the period in which it occurs. We utilize a variety of fuel indices and other indicators to calculate the net realizable value. The cost of inventory includes fuel purchase costs, any related transportation or distribution costs and changes in the estimated fair market values for inventories included in a fair value hedge relationship.
G. Business Combinations
A business combination occurs when an entity obtains control of a business by acquiring its net assets, or some or all of its equity interests.
Before applying the acquisition method, we determine whether a transaction meets the definition of a business combination. For a transaction to be accounted for as a business combination, the entity or net assets acquired must meet the definition of a business as defined in ASC 805. Under the acquisition method, the purchase price is allocated to all identifiable assets acquired, all liabilities assumed and any noncontrolling interest at the fair value as of the acquisition date. Any residual difference with the consideration transferred is recognized as Goodwill. Goodwill arises because the purchase price paid reflects numerous factors, including the strategic value and expected synergies that the acquisition would bring to our existing operations. Acquisition-related costs incurred in connection with a business combination are expensed as incurred.
If the assets acquired do not meet the definition of a business, we account for the transaction as an asset acquisition in which goodwill is not recognized, but rather any residual difference with the consideration transferred is allocated on a relative fair value basis to all qualifying identifiable net assets acquired.
For additional information, see Note 3. Acquisitions and Divestitures.
H. Fair Value
Fair value is the price to sell an asset or transfer a liability and therefore represents an exit price in the principal market (or in the absence of a principal market, the most advantageous market). It represents a market-based measurement that contemplates a hypothetical transaction between market participants at the measurement date.
We calculate fair value using various methodologies, depending on the type of assets, including the income approach (e.g., based on the present value of estimated future cash flows), the market approach, the cost approach, or a combination thereof. The unique characteristics of an asset or liability and the availability of observable prices affect the number of valuation approaches and/or techniques used in a fair value analysis. We measure fair value using observable and unobservable inputs. We give the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs).
We apply the following fair value hierarchy:
Level 1 – Quoted prices (unadjusted) in active markets for identical assets and liabilities.
Level 2 – Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices; and inputs that are not directly observable but are corroborated by observable market data.
Level 3 – Inputs that are unobservable.
For additional information, see Note 5. Fair Value Measurements.
I. Derivatives
Our derivative contracts, except for those designated as normal purchase normal sale, are recognized at their estimated fair market value. The fair value of our derivatives is derived using observable and certain unobservable inputs, such as basis differentials, which are based on the difference between the historical prices of our prior transactions and underlying observable data; and incorporates the effect of nonperformance risk.
If the derivative instrument is not designated as a hedge, changes in the estimated fair market value are recognized as a component of Revenue, Cost of revenue or Other income (expense), net (based on the underlying transaction type) in the Consolidated Statements of Income and Comprehensive Income. Derivatives that qualify for hedge accounting may be designated as either a fair value or cash flow hedge. At the inception, and on an ongoing basis, we assess the hedging relationship to determine its effectiveness in offsetting changes in cash flows or fair value attributable to the hedged risk. For our fair value hedges, changes in the estimated fair market value of the hedging instrument and the hedged item are recognized in the same line item as the underlying transaction type in the Consolidated Statements of Income and Comprehensive Income. For our cash flow hedges, the changes in the fair market value of the hedging instrument are initially recognized in other comprehensive income as a separate component of shareholders’ equity and subsequently reclassified into the same line item as the underlying forecasted transaction in the Consolidated Statements of Income and Comprehensive Income when both are settled or deemed probable of not occurring.
Cash flows of derivatives that do not contain an other-than-insignificant financing element and are designated in cash flow or fair value hedges are classified in the same category as the cash flow from the hedged items in our Consolidated Statements of Cash Flows. If for any reason hedge accounting is discontinued, then any cash flows subsequent to the date of discontinuance will be classified in a manner consistent with the nature of the instrument. Cash flows related to all other non-hedging derivatives are classified in accordance with the nature of the derivative instrument and how it is used in the context of the entity’s business.
For additional information, see Note 4. Derivative Instruments.
J. Property and Equipment
Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated primarily by using the straight-line method over the estimated useful lives of the assets. Costs of major additions and improvements are capitalized while expenditures for maintenance and repairs, which do not extend the life of the asset, are expensed. Upon sale or disposition of property and equipment, the cost and related accumulated depreciation and amortization are eliminated from the accounts and any resulting gain or loss is credited or charged to income. Long-lived assets held and used by us (including property and equipment) are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Purchases of computer software and external costs and certain internal costs directly associated with developing significant computer software applications for internal use are capitalized within property and equipment, which also includes hosting arrangements when we have the contractual right to take possession of the software at any time during the hosting period and it is feasible for us to either run the software in our own hardware or contract with another unrelated party to host the software. Amortization of such costs is calculated primarily by using the straight-line method over the estimated useful life of the software.
For additional information, see Note 9. Property and Equipment.
K. Goodwill
Goodwill is evaluated for impairment at the reporting unit level as of December 31 of each year, or more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired.
We have the option to perform a qualitative assessment of goodwill rather than completing the quantitative impairment test. Under this qualitative assessment, if we conclude it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, no further analysis is needed.
To perform the quantitative impairment test, we compare the fair value of each reporting unit to its respective carrying amount, including goodwill. In calculating the fair value, we use a combination of both an income and market approach. Under the market approach, we use a selection of global companies that correspond to each reporting unit to derive a market-based multiple. Under the income approach, we calculate the fair value of each reporting unit based on the present value of estimated future cash flows. The estimated future cash flows are based on the best information available as of the testing date, including our annual operating plan that is approved by our Board of Directors. The estimated cash flows are discounted using rates that correspond to a weighted-average cost of capital consistent with those used internally for investment decisions. All our estimates are considered supportable assumptions that are based on a number of factors including industry experience, internal benchmarks and the economic environment. We believe these assumptions are reasonable and are consistent with those we believe a market participant would use.
For additional information, see Note 6. Goodwill and Identifiable Intangible Assets.
L. Identifiable Intangible Assets
In connection with our acquisitions, we recognize identifiable intangible assets at fair value. After the initial recognition of the asset, the accounting treatment depends on the period over which the asset is expected to contribute directly or indirectly to the future cash flows of the company. Identifiable intangible assets with finite useful lives are amortized over their estimated useful lives and are assessed for impairment at the asset group level whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Intangible assets with indefinite useful life are not subject to amortization but are tested for impairment at least annually during the fourth quarter. This analysis generally involves the use of qualitative and quantitative information to conclude whether the fair value is greater than or equal to the carrying value.
For additional information, see Note 6. Goodwill and Identifiable Intangible Assets.
M. Investments
We hold investments accounted for under the equity method as we have the ability to exercise significant influence over the operating and financial policies of the investee, but do not have control.
The carrying amount of an equity method investment is increased to reflect our share of income and is reduced to reflect our share of losses of the investee, dividends received and other-than-temporary impairments. Investments accounted for under the equity method are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of an investment may not be recoverable.
We assess our intent and/or ability to recover the carrying amount of the investment over a long period. However, if the fair value of the investment is less than its carrying amount, and the investment will not recover in the near term, then an other-than-temporary impairment is recognized. Impairments of investments are classified as Asset impairments within the Consolidated Statements of Income and Comprehensive Income.
N. Revenue Recognition
The majority of our consolidated revenues are generated through the sale of fuel and fuel-related products. We generally recognize fuel sales and services revenue on a gross basis as we have control of the products or services before they are delivered to our customers. In drawing this conclusion, we considered various factors, including inventory risk management, latitude in establishing the sales price, discretion in the supplier selection and that we are normally the primary obligor in our sales arrangements.
Revenue from the sale of fuel is recognized when our customers obtain control of the fuel, which is typically upon delivery of each promised gallon or barrel to an agreed-upon delivery point. Revenue from services, including energy procurement advisory services and international trip planning support, are recognized over the contract period when services have been performed and we have the right to invoice for those services.
Under long term contracts with customers, we may provide upfront payments that are not in exchange for a distinct good or service to be provided to us. The consideration paid to the customer is accounted for as a reduction of the transaction price, and therefore revenue, at the date the related goods are transferred to the customer. Consideration received from our vendors that is not in exchange for a distinct good or service and is not a reimbursement of costs is accounted for as a reduction of the purchase price of the goods or services.
Shipping and handling related fees incurred before control of the goods or services are transferred to the customer, are considered activities to fulfill the promise and not a separately promised service. When we coordinate shipping and handling activities after our customer obtains control of goods or services, we have elected to account for these shipping and handling costs as activities to fulfill the promise to transfer the goods.
We have elected not to adjust the contract consideration for the effect of a significant financing component for any contract in which the period between when the Company transfers the promises in the contract and when the customer pays is a year or less. In addition, we have elected to exclude from the transaction price the amount of certain taxes assessed by a government authority that we collect (or recover) from our customer and remit in connection with our sales transactions, such as certain sales or excise taxes.
We have elected to apply the optional exemption from estimating and disclosing the variable consideration from our remaining performance obligations when the transaction price is only estimated for disclosures purpose, including contracts in which the right to consideration corresponds directly with the value to the customer of the entity's performance to date. Also, we have elected to apply the exemption for contracts with fixed consideration and original expected duration of less than one year.
For additional information, see Note 10. Revenue from Contracts with Customers.
O. Share-Based Payment Awards
We account for share-based payment awards on a fair value basis of the equity instrument issued. Under fair value accounting, the grant-date fair value of the share-based payment award is amortized as compensation expense, on a straight-line basis, over the service period (generally, the vesting period) for both graded and cliff vesting awards. We have elected to account for forfeitures as they occur. For additional information, see Note 13. Shareholders' Equity.
P. Foreign Currency
Generally, the functional currency of our subsidiaries is the U.S. dollar, except for certain foreign subsidiaries which utilize their respective local currency as their functional currency. Monetary assets and liabilities denominated in a currency that is different from the functional currency are remeasured from the applicable currency to the functional currency using month-end exchange rates. Foreign currency transaction gains and losses are included in other income (expense), net, in the accompanying Consolidated Statements of Income and Comprehensive Income in the period incurred.
Revenues and expenses of the subsidiaries that have a functional currency other than the U.S. dollar have been translated into U.S. dollars at average exchange rates prevailing during the period. The assets and liabilities of these subsidiaries have been translated at the rates of exchange on the balance sheet dates. The resulting translation gain and loss adjustments are recorded in Accumulated Other Comprehensive Income as a separate component of Shareholders’ Equity.
Q. Income Taxes
Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and income tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recorded as a component of the income tax provision in the period that includes the enactment date.
Regular assessments are made on the likelihood that our deferred tax assets will be recovered from our future taxable income. Our evaluation is based on estimates, assumptions, and includes an analysis of available positive and negative evidence, giving weight based on the evidence’s relative objectivity. Sources of positive evidence include estimates of future taxable income, future reversal of existing taxable temporary differences, taxable income in carryback years, and available tax planning strategies. Sources of negative evidence include current and cumulative losses in recent years, losses expected in early future years, any history of operating losses or tax credit carryforwards expiring unused, and unsettled circumstances that, if unfavorably resolved, would adversely affect future profit levels.
The remaining carrying value of our deferred tax assets, after recording the valuation allowance on our deferred tax assets, is based on our present belief that it is more likely than not that we will be able to generate sufficient future taxable income in certain tax jurisdictions to utilize such deferred tax assets. The amount of the remaining deferred tax assets considered recoverable could be adjusted if our estimates of future taxable income during the carryforward period change favorably or unfavorably. To the extent we believe that it is more likely than not that some or all of the remaining deferred tax assets will not be realized, we must establish a valuation allowance against those deferred tax assets, resulting in additional income tax expense in the period such determination is made. To the extent a valuation allowance currently exists, we will continue to monitor all positive and negative evidence until we believe it is more likely than not that it is no longer necessary, resulting in an income tax benefit in the period such determination is made.
Significant judgment is required in evaluating our tax positions, and in determining our provisions for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. We establish reserves when, despite our belief that the income tax return positions are fully supportable, certain positions are likely to be challenged and we may ultimately not prevail in defending those positions.
For additional information, see Note 11. Income Taxes.
R. Earnings per Common Share
Basic earnings per common share is computed by dividing net income attributable to World Kinect and available to common shareholders by the weighted average number of shares of common stock outstanding for the period. Diluted earnings per common share is computed by dividing net income attributable to World Kinect and available to common shareholders by the sum of the weighted average number of shares of common stock outstanding for the period and the number of additional shares of common stock that would have been outstanding if our outstanding potentially dilutive securities had been issued.
Potentially dilutive securities include share-based compensation awards, such as restricted stock subject to forfeitable dividends, non-vested restricted stock units ("RSUs"), performance stock units where the performance requirements have been met, and settled stock appreciation rights awards ("SSARs"), as well as the Convertible Notes discussed in Note 8. Debt, Interest Income, Expense, and Other Finance Costs. The dilutive effect of potentially dilutive share-based compensation awards is reflected in diluted earnings per common share by application of the treasury stock method, unless its impact is anti-dilutive. Under the treasury stock method, an increase in the fair market value of our common stock can result in a greater dilutive effect from potentially dilutive securities. The dilutive effect of the Convertible Notes is determined by application of the if-converted method. The if-converted method assumes that these securities were converted at the beginning of the reporting period to the extend that the effect is dilutive. The Convertible Notes would have a dilutive impact when the average market price of the Company's common stock for a given period exceeds the respective conversion price of the Convertible Notes.
For additional information, see Note 17. Earnings per Common Share.
S. Leases
We determine if an arrangement is a lease at contract inception. Determining whether a contract contains a lease includes judgment regarding whether the contract conveys the right to control the use of identified property or equipment for a period of time in exchange for consideration.
As a lessee, we account for our lease-related assets and liabilities based on their classification as operating leases or finance leases, following the relevant accounting guidance. We have elected an accounting policy to combine non-lease components with the related-lease components and treat the combined items as a lease for accounting purposes. We measure lease related assets and liabilities based on the present value of lease payments, including in-substance fixed payments, variable payments that depend on an index or rate measured at the commencement date, and the amount we believe is probable we will pay the lessor under residual value guarantees when applicable. We discount lease payments based on our estimated incremental borrowing rate at lease commencement (or modification), which is primarily based on our estimated credit rating, the lease term at commencement, and the contract currency of the lease arrangement. We have elected to exclude short term leases (leases with an original lease term less than one year) from the measurement of lease-related assets and liabilities.
We assess right-of-use assets for impairment at the asset group level whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairments are classified as Asset impairments within the Consolidated Statements of Income and Comprehensive Income.
For additional information, see Note 14. Leases.
T. Loss Contingencies
In determining whether an accrual for a loss contingency is required, we first assess the likelihood of occurrence of the future event or events that will confirm the loss. When a loss is probable (the future event or events are likely to occur) and the amount of the loss can be reasonably estimated, the estimated loss is accrued. If the reasonable estimate of the loss is a range and an amount within the range appears to be a better estimate than any other amount within the range, that amount is accrued. However, if no amount within the range is a better estimate, the minimum amount in the range should be accrued.
When a loss is reasonably possible (the chance of the future event or events occurring is more than remote but less than likely), no accrual is recognized.
For additional information, see Note 11. Income Taxes and Note 12. Commitments and Contingencies.
- 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 $2.4 billion and $2.7 billion and an allowance for expected credit losses, primarily related to accounts receivable, of $23.7 million and $20.8 million, as of December 31, 2024 and 2023, respectively. Changes to the expected credit loss provision during the year ended December 31, 2024 resulted from the Company's assessment of reasonable and supportable forward-looking information, including global economic outlook considerations; in addition to the impact of exiting certain activities as described in Note 16. Restructuring and Exit Activities. Based on an aging analysis as of December 31, 2024,95% 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):
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Balance as of January 1, | $20.8 | $17.3 | $29.8 |
| Charges to allowance for credit losses | 12.0 | 4.7 | 7.7 |
| Write-off of uncollectible receivables | (10.6) | (1.5) | (22.3) |
| Recoveries of credit losses | 2.0 | 0.3 | 1.5 |
| Translation adjustments | (0.5) | (0.1) | 0.6 |
| December 31, | $23.7 | $20.8 | $17.3 |
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. During 2023, we amended one of our RPAs to, among other things, reduce the overall fee structure.
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 Consolidated Balance Sheets. Fees paid under the RPAs are recorded within Interest expense and other financing costs, net on the Consolidated Statements of Income and Comprehensive Income.
During the years ended December 31, 2024, 2023, and 2022, respectively, we sold receivables under the RPAs with an aggregate face value of $11.9 billion, $9.5 billion, and $13.1 billion and recognized fees of $38.5 million, $37.6 million, and $44.5 million.
- Acquisitions and Divestitures
2024 Divestitures
On May 1, 2024, we completed the sale of our Avinode Group and our portfolio of aviation fixed-based operator software products (the "Avinode disposal group") for cash proceeds, net of cash sold, of $200.1 million (the "Avinode sale"). The Avinode sale resulted in a pre-tax gain of $96.0 million, net of costs to sell and after the reclassification of cumulative translation losses of $17.1 million to net income, that is included in Other income (expense), net within our Consolidated Statements of Income and Comprehensive Income. The related tax expense of $12.4 million is included in the Provision for income taxes within our Consolidated Statements of Income and Comprehensive Income. Prior to the Avinode sale, the Avinode disposal group was reported within the aviation segment. The Avinode sale did not meet the criteria to be reported as a discontinued operation.
On December 13, 2024, we completed the sale of our land and marine subsidiaries in Brazil (the "Brazil disposal group") for cash proceeds, net of cash sold, of $8.9 million (the "Brazil sale"). The Brazil sale resulted in a pre-tax loss of $111.2 million, net of costs to sell and after the reclassification of cumulative translation losses of $80.0 million to net income, that is included in Other income (expense), net within our Consolidated Statements of Income and Comprehensive Income. The related tax benefit of $6.0 million is included in the Provision for income taxes within our Consolidated Statements of Income and Comprehensive Income. Prior to the Brazil sale, the Brazil disposal group was reported within the land and marine segments. The Brazil sale did not meet the criteria to be reported as a discontinued operation.
2022 Acquisition
During the first quarter of 2022, we completed the acquisition of Flyers Energy Group, LLC ("Flyers") for a total purchase price of $795.0 million. Flyers' operations include transportation, commercial fleet fueling, lubricants distribution, and the supply of wholesale, branded and renewable fuels. The acquisition was accounted for as a business combination and is reported in the land segment.
The purchase price allocation was finalized during the third quarter of 2022. 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):
| Final Purchase Price Allocation | |
|---|---|
| Consideration: | |
| Cash paid at closing | $642.7 |
| Working capital adjustment paid to seller | 2.3 |
| Common stock issued to seller | 50.0 |
| Amount due to sellers (1) | 100.0 |
| Total fair value of consideration | $795.0 |
| Assets acquired and liabilities assumed: | |
| Cash | $3.3 |
| Accounts receivable | 109.8 |
| Inventory | 50.9 |
| Property, plant and equipment | 126.6 |
| Identifiable intangible assets subject to amortization (2) | 162.5 |
| Identifiable intangible assets not subject to amortization (3) | 29.3 |
| Accounts payable | (38.0) |
| Other assets and liabilities, net (4) | (37.3) |
| Net identifiable assets acquired | 407.0 |
| Goodwill (5) | 388.0 |
| Net assets acquired | $795.0 |
(1)As of December 31, 2024, the amount due to sellers has been paid in full and no amount remains outstanding.
(2)Identifiable intangible assets subject to amortization primarily consist of customer and network relationships and other identifiable assets which will be amortized over a weighted average life of 11.6 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 $45.0 million and lease liabilities of $46.0 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 land segment. All of the goodwill assigned to the land segment was deductible for tax purposes.
Total revenue and income before income taxes of Flyers included in the Company's Consolidated Statement of Income and Comprehensive Income for the period from the date of acquisition through December 31, 2022 were $3.4 billion and $71.2 million, respectively.
- 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):
| Unit | December 31, 2024 | |
|---|---|---|
| Commodity contracts: | ||
| Long | BBL | 86.6 |
| Short | BBL | (88.2) |
| Foreign currency exchange contracts: | ||
| Sell U.S. dollar, buy other currencies | USD | (675.1) |
| Buy U.S. dollar, sell other currencies | USD | 742.7 |
| Interest rate contract: | ||
| Interest rate swap | USD | 300.0 |
The majority of our foreign currency exchange contracts and the volume related to our commodities contracts are expected to settle within the next year and our interest rate swap agreement matures in March 2025.
Assets and Liabilities
The following table presents the gross fair value of our derivative instruments and their locations on the Consolidated Balance Sheets (in millions):
| Gross Derivative Assets · Gross Derivative Liabilities | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As of December 31, · As of December 31, | |||||||||||||
| Derivative Instruments · Consolidated Balance Sheets location · 2024 · 2023 · 2024 · 2023 | |||||||||||||
| Derivatives designated as hedging instruments | |||||||||||||
| Commodity contracts | Short-term derivative assets, net | $4.0 | $— | $3.5 | $— | ||||||||
| Other non-current assets | — | 0.3 | — | — | |||||||||
| Short-term derivative liabilities, net | 13.9 | 24.8 | 18.9 | 20.9 | |||||||||
| Interest rate contract | Short-term derivative assets, net | 2.9 | 12.7 | — | — | ||||||||
| Other non-current assets | — | 2.2 | — | — | |||||||||
| Total derivatives designated as hedging instruments | 20.8 | 39.9 | 22.4 | 20.9 | |||||||||
| Derivatives not designated as hedging instruments | |||||||||||||
| Commodity contracts | Short-term derivative assets, net | 230.8 | 343.9 | 65.7 | 73.1 | ||||||||
| Other non-current assets | 69.4 | 139.8 | 20.5 | 17.2 | |||||||||
| Short-term derivative liabilities, net | 86.7 | 161.8 | 174.4 | 340.0 | |||||||||
| Other long-term liabilities | 62.8 | 121.2 | 95.6 | 217.9 | |||||||||
| Foreign currency contracts | Short-term derivative assets, net | 23.3 | 24.7 | 15.1 | 9.8 | ||||||||
| Other non-current assets | 0.7 | 0.6 | 0.3 | 0.5 | |||||||||
| Short-term derivative liabilities, net | 5.1 | 8.7 | 6.9 | 18.3 | |||||||||
| Other long-term liabilities | 0.1 | — | 0.6 | — | |||||||||
| Total derivatives not designated as hedging instruments | 478.9 | 800.8 | 379.2 | 676.8 | |||||||||
| Total derivatives | $499.6 | $840.7 | $401.6 | $697.8 | |||||||||
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 within our Consolidated Balance Sheets related to cumulative basis adjustments for fair value hedges (in millions):
| Line Item in the Consolidated Balance Sheets in Which the Hedged Item is Included · Carrying Amount of Hedged Asset/(Liabilities) · Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Asset/(Liabilities) | ||||
|---|---|---|---|---|
| As of December 31, | As of December 31, | |||
| 2024 | 2023 | 2024 | 2023 | |
| Inventory | $95.2 | $55.3 | $3.8 | $(1.3) |
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 income in our Consolidated Statements of Income and Comprehensive Income (in millions):
| For the Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | |||||||
| Revenue | Cost of revenue | Interest expense and other financing costs, net | Revenue | Cost of revenue | Interest expense and other financing costs, net | Revenue | Cost of revenue | Interest expense and other financing costs, net | |
| Total amounts of income and expense line items in which the effects of fair value or cash flow hedged are recorded | $42,168.0 | $41,141.6 | $102.2 | $47,710.6 | $46,652.4 | $127.7 | $59,043.1 | $57,954.1 | $110.6 |
| Gains (losses) on fair value hedge relationships: | |||||||||
| Commodity contracts: | |||||||||
| Hedged item | — | 5.4 | — | — | 0.8 | — | — | 43.9 | — |
| Derivatives designated as hedging instruments | — | (4.1) | — | — | 3.4 | — | — | (52.0) | — |
| Gains (losses) on cash flow hedge relationships: | |||||||||
| Commodity contracts: | |||||||||
| Amount of gains (losses) reclassified from Accumulated other comprehensive income (loss) into Net income (loss) | (3.4) | 6.1 | — | 0.2 | — | — | (164.5) | 2.6 | — |
| Interest rate contract: | |||||||||
| Amount of gains (losses) reclassified from Accumulated other comprehensive income (loss) into Net income (loss) | — | — | 14.5 | — | — | 14.0 | — | — | (4.2) |
| Total amount of income and expense line items excluding the impact of hedges | $42,171.4 | $41,148.9 | $116.7 | $47,710.4 | $46,656.7 | $141.7 | $59,207.7 | $57,948.6 | $106.5 |
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 Consolidated Statements of Income and Comprehensive Income (in millions):
| Gain (Loss) Not Recorded in Accumulated other comprehensive income (loss) Due to Intra-Period Settlement | Year Ended December 31, | |||
|---|---|---|---|---|
| Location | 2024 | 2023 | 2022 | |
| Commodity contracts | Revenue | $5.6 | $(1.5) | $(134.5) |
| Commodity contracts | Cost of revenue | $(15.4) | $(0.3) | $10.7 |
For the years ended December 31, 2024, 2023 and 2022, 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 December 31, 2024, on a pre-tax basis, $2.6 million and $0.8 million is scheduled to be reclassified from Accumulated other comprehensive loss over the next twelve months as a decrease to Revenue and a decrease to Cost of revenue, respectively, 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 Consolidated Statements of Income and Comprehensive Income (in millions):
| Amount of Gain (Loss) Recognized in Accumulated other comprehensive income (loss), Net of Income Tax (Expense) Benefit | Year Ended December 31, | ||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Commodity contracts (Revenue) | $(4.3) | $— | $(114.7) |
| Commodity contracts (Cost of revenue) | 5.6 | (0.7) | 2.1 |
| Interest rate contracts (Interest expense and other financing costs, net) | 1.9 | 3.0 | 11.3 |
| Total gain (loss) | $3.1 | $2.4 | $(101.3) |
| Amount of Gain (Loss) Reclassified from Accumulated other comprehensive income (loss) into Net income (loss), Net of Income Tax (Expense) Benefit | Year Ended December 31, | |||||
|---|---|---|---|---|---|---|
| Location · 2024 · 2023 · 2022 | ||||||
| Commodity contracts | Revenue | $(2.5) | $0.2 | $(121.7) | ||
| Commodity contracts | Cost of revenue | 4.4 | — | 1.9 | ||
| Interest rate contracts | Interest expense and other financing costs, net | 10.7 | 10.3 | (3.1) | ||
| Total gain (loss) | $12.6 | $10.5 | $(122.9) | |||
Derivatives Not Designated as Hedging Instruments
The following table presents the amount and financial statement location in our Consolidated Statements of Income and Comprehensive Income of realized and unrealized gains (losses) recognized on derivative instruments not designated as hedging instruments (in millions):
| Derivative Instruments - Non-designated · Location · Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 · 2023 · 2022 | ||||||
| Commodity contracts | Revenue | $(126.2) | $(190.5) | $230.7 | ||
| Cost of revenue | 21.4 | (41.4) | 0.6 | |||
| (104.8) | (231.9) | 231.3 | ||||
| Foreign currency contracts | Revenue | (0.5) | (8.0) | (1.7) | ||
| Other income (expense), net | (2.4) | 2.3 | 3.3 | |||
| (2.9) | (5.6) | 1.6 | ||||
| Total gains (losses) | $(107.7) | $(237.5) | $232.9 | |||
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-related contingent features (in millions):
| As of December 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Net derivative liability positions with credit contingent features | $40.9 | $99.1 |
| Collateral posted and held by our counterparties | — | — |
| Maximum additional potential collateral requirements | $40.9 | $99.1 |
- 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 discussed in Note 8. 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):
| Fair Value Measurements as of December 31, 2024 | ||||
|---|---|---|---|---|
| Level 1 Inputs | Level 2 Inputs | Level 3 Inputs | Total Fair Value | |
| Assets: | ||||
| Commodities contracts | $157.4 | $300.8 | $9.4 | $467.6 |
| Interest rate contract | — | 2.9 | — | 2.9 |
| Foreign currency contracts | — | 29.1 | — | 29.1 |
| Cash surrender value of life insurance | — | 20.0 | — | 20.0 |
| Total assets at fair value | $157.4 | $352.8 | $9.4 | $519.6 |
| Liabilities: | ||||
| Commodities contracts | $165.9 | $209.1 | $3.7 | $378.7 |
| Foreign currency contracts | — | 22.9 | — | 22.9 |
| Total liabilities at fair value | $165.9 | $232.0 | $3.7 | $401.6 |
| Fair Value Measurements as of December 31, 2023 | ||||
|---|---|---|---|---|
| Level 1 Inputs | Level 2 Inputs | Level 3 Inputs | Total Fair Value | |
| Assets: | ||||
| Commodities contracts | $220.0 | $560.2 | $11.6 | $791.8 |
| Interest rate contract | — | 14.8 | — | 14.8 |
| Foreign currency contracts | — | 34.1 | — | 34.1 |
| Cash surrender value of life insurance | — | 16.5 | — | 16.5 |
| Total assets at fair value | $220.0 | $625.6 | $11.6 | $857.3 |
| Liabilities: | ||||
| Commodities contracts | $322.1 | $345.3 | $1.8 | $669.1 |
| Foreign currency contracts | — | 28.7 | — | 28.7 |
| Total liabilities at fair value | $322.1 | $373.9 | $1.8 | $697.8 |
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 Consolidated Balance Sheets (in millions):
| Gross Amounts Recognized | Gross Amounts Offset | Net Amounts Presented | Cash Collateral | Gross Amounts Without Right of Offset | Net Amounts | |
|---|---|---|---|---|---|---|
| Assets: | ||||||
| Commodities contracts | $467.6 | $253.2 | $214.4 | $0.1 | $— | $214.3 |
| Interest rate contract | 2.9 | — | 2.9 | — | — | 2.9 |
| Foreign currency contracts | 29.1 | 20.7 | 8.5 | — | — | 8.5 |
| Total assets at fair value | $499.6 | $273.9 | $225.8 | $0.1 | $— | $225.6 |
| Liabilities: | ||||||
| Commodities contracts | $378.7 | $253.2 | $125.5 | $12.1 | $— | $113.4 |
| Foreign currency contracts | 22.9 | 20.7 | 2.3 | — | — | 2.3 |
| Total liabilities at fair value | $401.6 | $273.9 | $127.8 | $12.1 | $— | $115.6 |
| Gross Amounts Recognized | Gross Amounts Offset | Net Amounts Presented | Cash Collateral | Gross Amounts Without Right of Offset | Net Amounts | |
|---|---|---|---|---|---|---|
| Assets: | ||||||
| Commodities contracts | $791.8 | $399.0 | $392.8 | $45.2 | $— | $347.7 |
| Interest rate contract | 14.8 | — | 14.8 | — | — | 14.8 |
| Foreign currency contracts | 34.1 | 19.1 | 15.0 | — | — | 15.0 |
| Total assets at fair value | $840.7 | $418.0 | $422.7 | $45.2 | $— | $377.5 |
| Liabilities: | ||||||
| Commodities contracts | $669.1 | $399.0 | $270.1 | $100.5 | $— | $169.7 |
| Foreign currency contracts | 28.7 | 19.1 | 9.6 | — | — | 9.6 |
| Total liabilities at fair value | $697.8 | $418.0 | $279.7 | $100.5 | $— | $179.2 |
At December 31, 2024 and 2023, we did not present any amounts gross on our Consolidated Balance Sheets where we had the right to 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 December 31, 2024, two of our counterparties with a total exposure of $36.2 million represented over 10% of our credit exposure to OTC derivative counterparties, for which we held cash collateral of $6.7 million.
Nonrecurring Fair Value Measurements
During the fourth quarter of 2023, we identified an other-than-temporary impairment indicator with respect to an equity method investment in a non-core business due to the inability of the investee to sustain an earning capacity at its pre-pandemic levels. At that time, the investment was written down to its fair value of $19.1 million (15.0 million GBP) as of December 31, 2023, resulting in the recognition of an impairment loss of $14.1 million during the three months ended December 31, 2023. During the fourth quarter of 2024, we identified an impairment indicator with respect to the same investment, as the investee continues to incur operating losses and has been unable to achieve expected results. The fair value of the investment was determined to be nominal and as a result the full carrying amount of the investment was impaired. An impairment loss of $18.2 million was recognized during the three months ended December 31, 2024. The impairment losses recognized during 2024 and 2023 are recorded within Asset impairments on the Consolidated Statements of Income and Comprehensive Income and reported in our corporate segment. The fair value of the investment was measured in each period using a combination of an income approach based on estimated future cash flows available to us as of the measurement dates and a market approach using a selection of global companies comparable with the operations of the investee to derive market-based multiples. Due to the significance of unobservable inputs, the measurements are categorized as Level 3.
During the fourth quarter of 2023, we also identified an impairment indicator with respect to one of our investee's, accounted for as a cost method investment, which we were notified is not able to raise capital and therefore intends to restructure its operations. As a result, the fair value of the investment was determined to be nominal and the investment was fully impaired. An impairment loss of $5.0 million was recognized during the three months ended December 31, 2023 and is recorded within Asset impairments on the Consolidated Statements of Income and Comprehensive Income and reported in our corporate segment. Due to the significance of unobservable inputs, the measurement is categorized as Level 3.
In addition, during the fourth quarter of 2023, we identified an impairment indicator with respect to an asset group within the land segment. We determined that the carrying amount was not recoverable and recognized an asset impairment charge of $2.2 million during the year ended December 31, 2023. The impairment is recorded within Asset impairments on the Consolidated Statements of Income and Comprehensive Income and reported in our land segment. The fair value of the asset group was measured using an income approach based on estimated future cash flows as of the measurement date. Due to the significance of unobservable inputs, the measurements are categorized as Level 3.
- Goodwill and Identifiable Intangible Assets
Goodwill
The following table provides information regarding changes in goodwill (in millions):
| AviationSegment | LandSegment | Total | |
|---|---|---|---|
| As of December 31, 2022 | $397.6 | $835.3 | $1,233.0 |
| 2023 acquisitions (1) | — | 3.0 | 3.1 |
| Adjustment for sale of business | — | (4.0) | (4.0) |
| Foreign currency translation of non-USD functional currency subsidiary goodwill | 0.6 | 5.3 | 5.9 |
| As of December 31, 2023 | 398.3 | 839.7 | 1,238.0 |
| 2024 acquisitions (1) | 17.5 | — | 17.5 |
| Adjustment for sale of business (2) | (59.5) | (8.7) | (68.2) |
| Foreign currency translation of non-USD functional currency subsidiary goodwill | (1.9) | (3.8) | (5.6) |
| As of December 31, 2024 | $354.4 | $827.3 | $1,181.7 |
(1)During the years ended December 31, 2024 and 2023, we completed acquisitions that did not have a material impact on our Consolidated Financial Statements.
(2)See Note 3. Acquisitions and Divestitures for additional information.
Identifiable Intangible Assets
The following table provides information about our identifiable intangible assets (in millions):
| As of December 31, 2024 | As of December 31, 2023 | |||||
|---|---|---|---|---|---|---|
| GrossCarryingAmount | AccumulatedAmortization (1) | Net | GrossCarryingAmount | AccumulatedAmortization (1) | Net | |
| Intangible assets subject to amortization: | ||||||
| Customer relationships | $504.1 | $339.8 | $164.3 | $512.4 | $322.6 | $189.8 |
| Supplier agreements | 69.0 | 35.4 | 33.6 | 69.0 | 30.2 | 38.8 |
| Others | 43.5 | 25.1 | 18.4 | 55.2 | 34.6 | 20.6 |
| Total intangible assets subject to amortization | 616.6 | 400.3 | 216.3 | 636.5 | 387.4 | 249.2 |
| Intangible assets not subject to amortization: | ||||||
| Trademark / trade name rights | 44.9 | — | 44.9 | 50.5 | — | 50.5 |
| Total intangible assets | $661.5 | $400.3 | $261.2 | $687.1 | $387.4 | $299.7 |
(1)Includes the impact of foreign exchange.
Intangible amortization expense for 2024, 2023 and 2022 was $34.1 million, $36.2 million and $43.4 million, respectively.
The future estimated amortization of our identifiable intangible assets is as follows (in millions):
| Year Ended December 31, | |
|---|---|
| 2025 | $32.8 |
| 2026 | 28.3 |
| 2027 | 23.8 |
| 2028 | 21.4 |
| 2029 | 21.1 |
| Thereafter | 88.9 |
| Total | $216.3 |
- Supplier Finance 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.
The rollforward of our outstanding obligations confirmed under our supplier finance programs, included in Accounts payable within our Consolidated Balance Sheets, is as follows (in millions):
| 2024 | |
|---|---|
| Confirmed obligations outstanding as of January 1, | $198.8 |
| Obligations confirmed during the period | 1,213.1 |
| Confirmed invoices paid during the period | (1,243.1) |
| Confirmed obligations outstanding as of December 31, | $168.8 |
- Debt, Interest Income, Expense, and Other Finance Costs
Long-Term Debt
Our outstanding debt consists of the following (in millions):
| As of December 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Credit Facility | $— | $— |
| Term Loan | 455.3 | 476.4 |
| Convertible Notes (1) | 340.9 | 338.5 |
| Finance leases (2) | 29.9 | 15.7 |
| Other (3) | 54.7 | 57.3 |
| Total debt | 880.8 | 887.9 |
| Less: Current maturities of long-term debt and finance leases | 84.0 | 78.8 |
| Long-term debt | $796.8 | $809.1 |
(1)As of December 31, 2024 and 2023 the net carrying amount of the Convertible Notes includes the aggregate principal amount of $350.0 million, net of unamortized debt issuance costs of $9.1 million and $11.5 million, respectively. The fair value of the Convertible Notes was estimated to be approximately $395.7 million and $354.1 million as of December 31, 2024 and 2023, respectively, using the Level 2 observable input of quoted market prices in an inactive market.
(2)See Note 14. Leases for additional information.
(3)Includes secured borrowings for the transfer of tax receivables of $50.3 million (EUR 48.5 million) and $53.6 million (EUR 48.5 million) as of December 31, 2024 and 2023, respectively.
Annual Maturities
As of December 31, 2024, the aggregate annual maturities of debt are as follows (in millions):
| Year Ended December 31, | |
|---|---|
| 2025 | $81.5 |
| 2026 | 38.6 |
| 2027 | 406.5 |
| 2028 | 350.9 |
| 2029 | 1.5 |
| Thereafter | 1.7 |
| Total | $880.8 |
Issuance of Convertible Debt
On June 26, 2023, we issued $350.0 million aggregate principal amount of 3.250% Convertible Senior Notes due 2028 (the "Convertible Notes"), which reflects the exercise in full of an option to purchase up to an additional $50.0 million in principal amount of the Convertible Notes.
The Convertible Notes mature on July 1, 2028, unless earlier converted, redeemed or repurchased. We may not redeem the Convertible Notes prior to July 6, 2026. Thereafter and until the 61st scheduled trading day immediately preceding the maturity date, we may redeem for cash, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide the related Notice of Redemption. Prior to March 1, 2028, the Convertible Notes will be convertible at the option of the holders only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2023 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during thefive business day period after anyten consecutive trading day period in which, for each trading day of that period, the Trading Price (as defined in the Indenture), as determined following a request by a holder of Convertible Notes in accordance with the procedures described in the Indenture, per $1,000 principal amount of Convertible Notes for such trading day was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (3) if we call such Convertible Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Convertible Notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events described in the Indenture. Thereafter and until the second scheduled trading day immediately preceding the maturity date of the Convertible Notes, holders may convert regardless of the foregoing conditions.
The Convertible Notes are senior, unsecured obligations that bear interest at a rate of 3.250% per year, payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2024. The initial conversion rate was 35.1710 shares of common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $28.43 per share. The conversion rate is subject to adjustment upon the occurrence of certain events, including quarterly cash dividends in excess of $0.14 per share, subject to an elective deferral provision that permits us to defer adjustments until they would cumulatively result in an aggregate change of at least 1% to the conversion rate. The conversion rate will not be adjusted for accrued and unpaid interest. Our Board of Directors has declared quarterly dividends of $0.17 per share since the first quarter of 2024, and we are currently electing to defer the adjustments otherwise required by the payment of these dividends until such time as the deferred adjustments would result in an aggregate change of at least 1% to the conversion rate or we are otherwise required to make such an adjustment. Upon conversion, the Convertible Notes will be settled in cash up to the aggregate principal amount of the Convertible Notes to be converted, and in cash, shares of common stock or any combination thereof, at our option, in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount.
In connection with the pricing of the Convertible Notes, we entered into convertible note hedge transactions and warrant transactions. The cost of the convertible note hedge transactions was approximately $70.5 million. The convertible note hedge transactions cover, subject to customary anti-dilution adjustments, the number of shares of common stock that initially underlie the Convertible Notes, and have an initial strike price equal to the initial conversion price of the Convertible Notes. The strike price of the convertible note hedges has since been adjusted to $28.31 per share as a result of the payment of dividends on our common stock in excess of $0.14 per share. Separately, we received $40.0 million of proceeds from the sale of warrants to acquire, subject to anti-dilution adjustments, the same amount of shares at an initial strike price of $40.14 per share. The strike price of the warrants has since been adjusted to $39.96 per share as a result of the payment of dividends on our common stock in excess of $0.14 per share. The net cost of $30.5 million was recorded as a reduction to additional paid-in capital in the Consolidated Statements of Shareholders’ Equity.
Credit Agreement
Our Credit Agreement matures in April 2027 and provides for a revolving credit facility and term loan borrowings. On April 1, 2022, we entered into Amendment No. 8 to the Fourth Amended and Restated Credit Agreement, as further modified by Amendment No. 9 dated July 12, 2022 (as amended, the "Credit Agreement"), to: (i) increase the revolving credit facility provided under the Credit Agreement (the "Credit Facility") to $1.5 billion and provide a term loan of $500.0 million ("Term Loan"), thereby replacing the existing term loan and increasing the total facility to $2.0 billion; (ii) modify the pricing of the loans, including the reference rates for various currencies to reflect the discontinuation of LIBOR; (iii) extend the maturity to April 1, 2027; and (iv) modify certain financial and other covenants to provide greater operating flexibility.
Under the Credit Facility, up to $1.5 billion aggregate principal amount may be borrowed, repaid and redrawn, based upon specific financial ratios and subject to the satisfaction of other customary conditions to borrowing. Our Credit Facility includes a sublimit of $400.0 million for the issuance of letters of credit and bankers' acceptances, and we have the right to request increases in available borrowings up to an additional $200.0 million, subject to the satisfaction of certain conditions.
As of December 31, 2024 and 2023, we had issued letters of credit under the Credit Facility totaling $17.9 million and $138.1 million, respectively. As of December 31, 2024 and 2023, the unused portion of our Credit Facility was $1.5 billion and $1.4 billion, respectively. The unused portion of our Credit Facility is limited by, among other things, our consolidated total leverage ratio, which limits the total amount of indebtedness we may incur, and may, therefore, fluctuate from period to period.
Borrowings under our Credit Facility and Term Loan related to base rate loans or Eurodollar rate loans bear floating interest rates plus applicable margins. As of December 31, 2024, the applicable margins for base rate loans and Eurodollar rate loans were 0.875% and 1.875%, respectively.
Our Credit Agreement contains certain financial and other covenants with which we are required to comply. As of December 31, 2024, we were in compliance with all financial covenants contained in our Credit Agreement.
Other Credit Lines
Outside of our Credit Facility, we have other uncommitted credit lines primarily for the issuance of letters of credit, bank guarantees and bankers’ acceptances. These credit lines are renewable on an annual basis and are subject to fees at market rates. As of December 31, 2024 and 2023, our outstanding letters of credit and bank guarantees under these credit lines totaled $360.1 million and $437.1 million, respectively.
Substantially all of the letters of credit and bank guarantees issued under our Credit Facility and the uncommitted credit lines were provided to suppliers in the normal course of business and generally expire within one year of issuance. Expired letters of credit and bank guarantees are renewed as needed.
Interest Income, Expense, and Other Financing Costs
The following table provides additional information about our interest income (expense), and other financing costs, net (in millions):
| Year Ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Interest income | $13.8 | $7.8 | $6.8 |
| Interest expense and other financing costs | (116.0) | (135.5) | (117.4) |
| Interest expense and other financing costs, net | $(102.2) | $(127.7) | $(110.6) |
The weighted average interest rate on our short-term debt, excluding secured borrowings, was 6.7% and 6.9% as of December 31, 2024 and 2023, respectively.
During the years ended December 31, 2024 and 2023, we recognized interest expense of $13.6 million and $7.2 million associated with our Convertible Notes, which consisted of $11.2 million and $6.0 million, respectively, related to the 3.250% coupon rate and $2.4 million and $1.2 million, respectively, from the amortization of debt issuance costs.
- Property and Equipment
The amount of property and equipment and their respective estimated useful lives are as follows (in millions):
| As of December 31, · Estimated | |||
|---|---|---|---|
| 2024 | 2023 | Useful Lives | |
| Land | $81.4 | $81.9 | Indefinite |
| Buildings and leasehold improvements | 110.2 | 108.4 | 3 - 40 years |
| Office equipment, furniture and fixtures | 20.9 | 14.1 | 3 - 9 years |
| Computer equipment and software costs | 301.4 | 329.2 | 3 - 9 years |
| Machinery, equipment and vehicles (1) | 475.1 | 433.4 | 3 - 40 years |
| Total property and equipment | 989.1 | 966.9 | |
| Less: Accumulated depreciation and amortization (1) | 475.8 | 451.6 | |
| Total property and equipment, net | $513.3 | $515.3 | |
(1)Includes right of use assets associated with finance leases. See Note 14. Leases for additional information.
For 2024, 2023 and 2022, we recorded depreciation expense of $72.3 million, $68.3 million and $64.4 million, respectively.
The amount of computer software costs, including capitalized internally developed software costs and certain hosting arrangement costs, included in property and equipment are as follows (in millions):
| As of December 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Computer software costs | $260.8 | $289.2 |
| Less: Accumulated amortization | 171.7 | 175.0 |
| Computer software costs, net | $89.1 | $114.2 |
Included in capitalized computer software costs are costs incurred in connection with software development in progress of $0.1 million and $0.9 million as of December 31, 2024 and 2023, respectively. For 2024, 2023 and 2022, we recorded amortization expense related to computer software costs of $23.2 million, $25.4 million and $21.0 million, respectively.
- Revenue from Contracts with Customers
The majority of our consolidated revenues are generated through the sale of fuel and fuel-related products. Our contracts with customers, which are primarily master sales agreements in combination with different types of nominations or standalone agreements, generally require us to deliver fuel and fuel-related products, while other arrangements require us to complete agreed-upon services. As our contracts go through a formal credit approval process, we only enter into contracts when we determine the amount we expect to be entitled to is probable of collection. Our billing and payment terms generally include monthly invoicing with average payment terms of one to three months.
We have concluded that each gallon or barrel represents a separate performance obligation, and revenue is recognized at the point in time when control of each gallon or barrel transfers to our customer. We may incur costs for the transportation of products to the delivery points. Reimbursements of such costs are normally included in the transaction price.
Our contracts may contain fixed pricing, variable pricing, or a combination. The pricing structures of our fuel sales that involve variable prices, such as market or index-based pricing or reimbursements of costs, typically correspond to our efforts to transfer the promised fuel, and we recognize revenue based on those variable prices for the related gallons or barrels that we have delivered.
Our contracts with customers may include multi-year sales contracts, which are priced at market-based indices and require minimum volume purchase commitments from our customers. The consideration expected from these contracts is considered variable due to the market-based pricing and the variability is not resolved until delivery is made to our customers. We also have fixed price fuel and fuel-related product sale contracts with a contract term of less than one year (typically one month).
We also earn an immaterial amount of revenue from contracts to provide services, including energy procurement advisory services, international trip planning support, and transaction and payment management processing, which typically represent a single performance obligation for the series of daily services.
Disaggregated Revenue
The following table presents our revenues from contracts with customers disaggregated by major geographic areas, based on the country of incorporation of the relevant subsidiary (in millions):
| For the Year Ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Aviation | $1,106.8 | $1,151.9 | $1,200.9 |
| Land | 113.5 | 153.9 | 9.9 |
| Marine | 4,181.0 | 4,235.6 | 5,851.6 |
| Asia Pacific | 5,401.3 | 5,541.5 | 7,062.4 |
| Aviation | 4,641.7 | 4,320.6 | 4,481.0 |
| Land | 2,798.2 | 3,224.8 | 4,141.1 |
| Marine | 2,213.6 | 2,475.9 | 3,739.7 |
| EMEA | 9,653.5 | 10,021.2 | 12,361.8 |
| Aviation | 3,785.7 | 4,167.4 | 4,703.5 |
| Land | 918.1 | 1,010.4 | 907.1 |
| Marine | 771.7 | 806.0 | 1,099.7 |
| LATAM | 5,475.5 | 5,983.8 | 6,710.3 |
| Aviation | 10,913.1 | 13,625.0 | 16,689.0 |
| Land | 9,108.6 | 10,993.5 | 14,028.8 |
| Marine | 1,720.9 | 1,728.7 | 2,263.7 |
| North America | 21,742.5 | 26,347.3 | 32,981.6 |
| Other revenues (excluded from ASC 606) (1) | (104.7) | (183.2) | (72.9) |
| Total revenue | $42,168.0 | $47,710.6 | $59,043.1 |
(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 Consolidated Balance Sheets. Furthermore, as of December 31, 2024 and 2023, the contract assets and contracts liabilities recognized by the Company were not material.
Other Contract Balances
Outside of contract assets and liabilities recognized by the Company, as of December 31, 2024, we had consideration paid to our customers of $55.1 million and $371.4 million classified as current and non-current assets, respectively. As of December 31, 2023, the current and non-current portion were $41.3 million and $286.3 million, respectively. As of December 31, 2024, we had consideration received from our vendors of $25.8 million and $207.6 million classified as current and non-current liabilities, respectively. As of December 31, 2023, the current and non-current portion were $16.4 million and $142.2 million. Consideration paid to a customer is presented within Other current assets and Other non-current assets in our Consolidated Balance Sheets. Consideration received from our vendors is presented within Accrued expenses and other current liabilities and Other long-term liabilities in our Consolidated Balance Sheets.
- Income Taxes
Income Tax Provision (Benefit)
U.S. and foreign income before income taxes consist of the following (in millions):
| Year Ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| United States | $(20.5) | $(34.8) | $(90.3) |
| Foreign | 116.1 | 101.5 | 235.4 |
| Income (loss) before income taxes | $95.5 | $66.7 | $145.1 |
Our total income tax provision (benefit) related to income before income taxes consists of the following components (in millions):
| Year Ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Current: | |||
| U.S. federal statutory tax | $8.4 | $8.9 | $4.2 |
| State | 1.8 | 2.4 | 2.2 |
| Foreign | 40.1 | 23.4 | 42.9 |
| Current income tax expense (benefit) | 50.2 | 34.8 | 49.2 |
| Deferred: | |||
| U.S. federal statutory tax | (3.3) | (12.7) | (4.6) |
| State | (1.3) | (1.1) | 0.6 |
| Foreign | (10.6) | (16.9) | (14.5) |
| Deferred income tax expense (benefit) | (15.3) | (30.7) | (18.5) |
| Non-current tax expense (income) (1) | (7.4) | 8.9 | (1.5) |
| Total provision for income taxes | $27.6 | $13.0 | $29.2 |
(1)Non-current tax expense (income) is primarily related to income tax associated with the reserve for uncertain tax positions, including associated interest and penalties.
Income Tax Rate Reconciliation
A reconciliation of the tax provision calculated using the U.S. federal statutory income tax rate to our tax provision is as follows (in millions):
| Year Ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Tax provision based on U.S. federal statutory tax rate | $20.1 | $14.0 | $30.5 |
| Foreign rates varying from federal statutory tax rate | (0.2) | (1.5) | (5.4) |
| State income taxes, net of U.S. federal income tax benefit | 2.2 | 7.5 | 0.7 |
| U.S. taxes on foreign earnings and other tax reform impacts | 10.3 | 9.4 | 29.7 |
| Uncertain tax positions | (7.4) | 8.9 | (1.5) |
| Statutory adjustments, including foreign currency and tax rate changes | 4.9 | (9.2) | (3.8) |
| Non-taxable interest income & non-deductible interest expense | 0.5 | (3.3) | 2.1 |
| Valuation allowances | 4.0 | (10.9) | (13.3) |
| Non-deductible officer compensation | 1.2 | 1.8 | 1.0 |
| Withholding tax | 10.0 | 8.0 | 7.8 |
| Foreign tax credit | (18.6) | (13.2) | (25.0) |
| Sale of Avinode business | 12.4 | — | — |
| Sale of Brazil business | (6.0) | — | — |
| Worthless stock deduction | (6.2) | — | — |
| Other | 0.6 | 1.5 | 6.6 |
| Total provision for income taxes | $27.6 | $13.0 | $29.2 |
For the year ended December 31, 2024, our income tax provision was $27.6 million and our effective income tax rate was 28.9%. Our income tax provision for the year ended December 31, 2024 includes a net discrete income tax expense of $3.2 million, of which a net tax expense of $12.4 million relates to the tax on gain from the Avinode sale and a net tax expense of $3.0 million relates to worldwide return-to-provision adjustments, partially offset by a net tax benefit of $8.4 million related to remeasurement of uncertain tax positions as well as a net tax benefit of $4.4 million related to the tax loss from the Brazil sale.
For the year ended December 31, 2023, our income tax provision was $13.0 million and our effective income tax rate was 19.5%. Our income tax provision for the year ended December 31, 2023 included a net discrete income tax benefit of $5.4 million, of which a benefit of $7.5 million related to the reversal of valuation allowances previously recorded against the deferred tax assets of certain foreign subsidiaries and states and a benefit of $4.8 million related to return-to-provision adjustments, partially offset by a net expense of $6.9 million related to the remeasurement of uncertain tax positions and other worldwide tax adjustments.
We have analyzed our global working capital and cash requirements and the potential tax liabilities attributable to repatriation and have determined that we intend to continue our assertion that the earnings of certain of our non-U.S. subsidiaries are indefinitely reinvested. At December 31, 2024, $1.1 billion of our foreign earnings were permanently reinvested in non-US business operations. For these investments, if not reinvested indefinitely, we could potentially owe approximately $234.2 million in foreign withholding tax. We also have $817.9 million of accumulated foreign earnings that are actually or deemed repatriated, for which we have estimated the associated foreign withholding and state income tax effects to be $10.1 million for the year ended December 31, 2024.
Deferred Tax Assets and Liabilities
The temporary differences which comprise our net deferred tax liabilities are as follows (in millions):
| As of December 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Gross Deferred Tax Assets: | ||
| Bad debt reserve and accrued expenses | $10.1 | $15.8 |
| Net operating loss | 62.5 | 69.1 |
| Accrued and other share-based compensation | 22.7 | 26.0 |
| U.S. foreign income tax credits | 29.3 | 15.8 |
| Interest expense limitations | 75.2 | 45.8 |
| Other | 9.0 | 7.1 |
| Total gross deferred tax assets | 208.9 | 179.6 |
| Less: Valuation allowance (1) | 16.8 | 15.2 |
| Gross deferred tax assets, net of valuation allowance | 192.0 | 164.5 |
| Gross Deferred Tax Liabilities: | ||
| Depreciation | (33.6) | (32.2) |
| Goodwill and intangible assets | (108.1) | (84.4) |
| Unrealized foreign exchange, derivatives, and cash flow hedges | (1.8) | (6.7) |
| Deferred tax costs on foreign unrepatriated earnings | (10.1) | (12.0) |
| Other | (5.2) | (4.9) |
| Total gross deferred tax liabilities | (158.8) | (140.3) |
| Net deferred tax liability | $— | $— |
| Net deferred tax asset | $33.2 | $24.2 |
| Reported on the Consolidated Balance Sheets as: | ||
| Other non-current assets for deferred tax assets, non-current | $78.8 | $83.4 |
| Other long-term liabilities, net for deferred tax liabilities, non-current | $45.6 | $59.2 |
(1)During the year ended December 31, 2024, we recognized additional valuation allowances of $4.0 million relating primarily to the establishment of a valuation allowance on foreign branch tax credits and the 2024 results of certain of our worldwide entities. We also released valuation allowances totaling $2.3 million primarily as a result of divesting our Brazil entities.
As of December 31, 2024 and 2023, we had gross net operating losses ("NOLs") of approximately $417.6 million and $451.2 million, respectively. The NOLs as of December 31, 2024 originated in various U.S. states and non-U.S. countries. We have recorded a deferred tax asset of $62.5 million reflecting the benefit of the NOL carryforward as of December 31, 2024. This deferred tax asset expires as follows (in millions):
| Net Operating Loss | Expiration Date | Deferred Tax Asset |
|---|---|---|
| US States | 2026-2044 | $9.3 |
| US States | Indefinite | 5.3 |
| Foreign | 2025-2044 | 8.7 |
| Foreign | Indefinite | 39.3 |
| Total | $62.5 |
We assessed the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. On the basis of this evaluation, as of December 31, 2024, a valuation allowance of $16.8 million exists on the deferred tax assets that are not expected to be realized, $7.3 million of which relates to the deferred tax asset for NOLs. The amount of the deferred tax asset considered realizable could be adjusted if estimates of future taxable income during the carryforward period change or if objective negative evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence such as growth projections.
Singapore Tax Concession
We have operated under a special income tax concession in Singapore since 2008, which is subject to renewal. Our current five-year income tax concession period began January 1, 2023. It remains conditional upon our meeting certain employment and investment thresholds which, if not met in accordance with our agreement, may eliminate the benefit beginning with the first year in which the conditions are not satisfied. The income tax concession reduces the income tax rate on qualified sales and derivative gains and losses.
The decrease to our foreign income taxes from the Singapore tax concession was as follows (in millions, except per share amounts):
| Year Ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Singapore tax concession impact on foreign income tax | $(2.5) | $(2.1) | $(3.3) |
| Impact on basic earnings per share | $(0.04) | $(0.03) | $(0.05) |
| Impact on diluted earnings per share | $(0.04) | $(0.03) | $(0.05) |
Income Tax Contingencies
We record gross assets and liabilities for unrecognized income tax benefits ("Unrecognized Tax Assets" and "Unrecognized Tax Liabilities", respectively) in our Consolidated Balance Sheets.
During the year ended December 31, 2024, we recorded a net decrease of Unrecognized Tax Liabilities of $11.2 million and a net decrease to Unrecognized Tax Assets of $3.8 million. In addition, during the year ended December 31, 2024, we recorded a decrease of $3.7 million to our Unrecognized Tax Liabilities related to a foreign currency translation loss, which is included in Other income (expense), net in the accompanying Consolidated Statements of Income and Comprehensive Income. As of December 31, 2024, our Unrecognized Tax Liabilities, including penalties and interest, were $90.8 million and our Unrecognized Tax Assets were $17.2 million.
During the year ended December 31, 2023, we recorded a net increase of Unrecognized Tax Liabilities of $5.0 million and a net increase to Unrecognized Tax Assets of $2.8 million. In addition, during the year ended December 31, 2023, we recorded an increase of $1.9 million to our Unrecognized Tax Liabilities related to a foreign currency translation loss, which is included in Other income (expense), net in the accompanying Consolidated Statements of Income and Comprehensive Income. As of December 31, 2023, our Unrecognized Tax Liabilities, including penalties and interest, were $106.4 million and our Unrecognized Tax Assets were $21.1 million.
The following is a tabular reconciliation of the total amounts of gross Unrecognized Tax Liabilities for the year (in millions):
| 2024 | 2023 | 2022 | |
|---|---|---|---|
| Gross Unrecognized Tax Liabilities – opening balance | $73.1 | $68.1 | $75.1 |
| Gross increases – tax positions in prior period | 1.5 | 7.7 | 2.2 |
| Gross decreases – tax positions in prior period | (8.8) | (0.4) | (8.0) |
| Gross increases – tax positions in current period | 2.2 | 1.4 | 2.0 |
| Settlements | (3.0) | (0.5) | (1.6) |
| Payments | — | — | 1.6 |
| Lapse of statute of limitations | (3.1) | (3.2) | (3.3) |
| Gross Unrecognized Tax Liabilities – ending balance | $61.8 | $73.1 | $68.1 |
If our gross Unrecognized Tax Liabilities, net of our Unrecognized Tax Assets of $17.2 million, as of December 31, 2024, are settled by the taxing authorities in our favor or otherwise resolved, our income tax expense would be reduced by $44.6 million (exclusive of interest and penalties) in the period the matter is considered settled or resolved in accordance with ASC 740. This would have the impact of reducing our 2024 effective income tax rate by 46.7%. As of December 31, 2024, it is reasonably possible that approximately $6.4 million of our unrecognized income tax liabilities may decrease within the next twelve months primarily due to the expiration of statutes of limitations and resolution of various tax matters.
We record accrued interest and penalties related to unrecognized income tax benefits as income tax expense. Related to the uncertain income tax benefits noted above, for interest we recorded income of $1.3 million, expense of $5.1 million and expense of $2.0 million during the years ended December 31, 2024, 2023, and 2022, respectively. For penalties, we recorded income of $3.1 million, expense of $2.8 million, and expense of $0.3 million during the years ended December 31, 2024, 2023, and 2022, respectively. As of December 31, 2024 and 2023, we had recognized liabilities of $24.5 million and $25.9 million for interest and $4.4 million and $7.5 million for penalties, respectively.
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 December 31, 2024, we have received final tax assessments for the 2013 and 2014 tax years that were immaterial, and proposed tax assessments for the 2015 through 2021 tax years of approximately $132.1 million (DKK 951.5 million), excluding interest, which could be material. We believe we have substantial defenses to these assessments and expect to continue to pursue available administrative and judicial remedies to resolve this matter.
During the year ended December 31, 2022, we agreed to a settlement for the 2011 to 2014 tax years of the Korean branch of one of our subsidiaries for approximately $1.6 million (KRW 2.0 billion), including tax, interest, and penalties. The income tax examination for these years is now closed.
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.
In many cases, our uncertain tax positions are related to tax years that remain subject to examination by the relevant taxing authorities. The following table summarizes open tax years by major jurisdiction:
| Open Tax Year | ||
|---|---|---|
| Jurisdiction | Examinationin progress | Examination notyet initiated |
| Denmark | 2013-2021 | 2020-2024 |
| United States | None | 2020-2024 |
| United Kingdom | None | 2020-2024 |
| Singapore | None | 2021-2024 |
| Other non-U.S. | None | 2014-2024 |
On October 4, 2021, 136 members of the Organisation for Economic Co-operation and Development ("OECD") agreed to a global minimum tax rate of 15%. On December 20, 2021, OECD published its model rules on the agreed minimum tax known as the Global Anti-Base Erosion ("GloBE") rules. The GloBE rules provide a framework for a coordinated multi-country system of taxation intended to ensure large multinational enterprise groups pay a minimum level of tax on the income arising in each of the jurisdictions where they operate. On December 14, 2022, the European Council approved its directive to implement Pillar Two of the GloBE rules regarding a 15% global minimum tax rate. Many G20 nations have also indicated their plan to follow the OECD guidance as early as January 1, 2024. Pillar Two legislation has been enacted or substantively enacted in several jurisdictions in which the Company operates. The legislation is effective for the Company’s financial year beginning January 1, 2024.
The Company has completed its assessment and identified potential exposure to Pillar Two income taxes on profits earned in jurisdictions where the effective tax rate is lower than 15%. The estimated Pillar Two taxes do not have a material impact on the estimated annual effective tax rate for 2024 or the income tax provision for the year ended December 31, 2024.
- Commitments and Contingencies
Surety Bonds
In the normal course of business, we are required to post bid, performance, and other surety-related bonds. The majority of the surety bonds posted relate to our aviation and land segments. We had outstanding bonds that were executed in order to satisfy various security requirements of $65.8 million and $71.9 million as of December 31, 2024 and 2023, respectively.
Sales and Purchase Commitments
As of December 31, 2024, the notional value associated with fixed sales and purchase commitments under our derivative programs amounted to $865.7 million and $369.4 million, respectively, with delivery dates from 2025 through 2033. Additionally, we have a fixed purchase contract that extends through 2026, under which we have agreed to purchase annually approximately 2.0 million barrels of aviation fuel at future market prices.
Deferred Compensation Plans
We maintain a 401(k) defined contribution plan which covers all U.S. employees who meet minimum requirements and elect to participate. We make a matching contribution of 50% for each 1% of the participants' contributions up to a maximum of 6% of the participants' contributions, subject to applicable IRS limits. Annual Company contributions are made at our sole discretion, as approved by the Compensation Committee of the Board of Directors (the "Compensation Committee"). Additionally, certain of our foreign subsidiaries have defined contribution plans, which allow for voluntary contributions by the employees. In some cases, we make employer contributions on behalf of the employees. The expenses for our contributions under these plans were not material during each of the years presented on the Consolidated Statements of Income and Comprehensive Income.
We offer a non-qualified deferred compensation ("NQDC") plan to certain eligible employees, whereby the participants may defer a portion of their compensation. We do not match any participant deferrals under the NQDC plan. Participants can elect from a variety of investment choices for their deferred compensation and gains and losses on these investments are credited to their respective accounts. The deferred compensation payable amount under this NQDC plan is subject to the claims of our general creditors and was $17.9 million and $14.9 million as of December 31, 2024 and 2023, respectively, which was principally included in Other long-term liabilities within our Consolidated Balance Sheets.
Environmental and Other Liabilities; Uninsured Risks
Our business is subject to numerous federal, state, local and foreign environmental laws and regulations, including those relating to fuel storage and distribution, terminals, underground storage tanks, the release or discharge of regulated materials into the air, water and soil, the generation, storage, handling, use, transportation and disposal of hazardous materials, and the exposure of persons to regulated materials. A violation of, liability under, or noncompliance with these laws and regulations, or any future environmental law or regulation, could result in material liabilities, including administrative, civil or criminal penalties, remediation costs as well as third-party damages. From time to time, we may be responsible for remediating contamination at properties we own or lease and can be entitled to reimbursement for certain of these costs from state trust funds, as well as various third-party contractual indemnities and insurance policies, subject to eligibility requirements, deductibles, and aggregate caps. Although we continuously review the adequacy of our insurance coverage, we may lack adequate coverage for various risks, including environmental claims. If we are uninsured or under‑insured for a claim or claims of sufficient magnitude arising out of our activities, it will have a material adverse effect on our financial position, results of operations and cash flows.
We accrue for environmental assessment and remediation expenses when the future costs are probable and reasonably estimable. As of December 31, 2024 and 2023, accrued liabilities for remediation reserves were not material. It is not presently possible to estimate the ultimate amount of all remediation costs that might be incurred or the penalties that may be imposed.
Tax Matters
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 $23.3 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.
As described above in Note 3. Acquisitions and Divestitures, in December 2024, we completed the sale of the Brazil disposal group. The Brazil disposal group was involved in several tax disputes with federal, state and municipal tax authorities in Brazil, including previously disclosed disputes relating primarily to a VAT tax known as ICMS. Following the Brazil sale, we no longer own the entities involved with the previously disclosed Brazil disposal group matters.
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.
Other Matters
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 are principally reported within Cost of revenue on the 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. We have responded to the information requests and continue to cooperate with the investigation. At this time, we are unable to predict the outcome of this investigation, including whether the investigation will result in any action, proceeding or fine against us.
In December 2021, judgments were entered against one of our subsidiaries in the Singapore High Court in companion actions filed by a financing bank of two of our subsidiary’s suppliers. Each of the claims arose out of a financing arrangement between our subsidiary's supplier and the bank. The resulting judgments, including principal and interest, aggregated to approximately $33 million, which we paid to the bank pending the appeals of the Singapore court judgments. In January 2023, we entered into a settlement agreement with the bank pursuant to which the parties settled for approximately $13 million. As a result, we recognized a loss of $6.5 million during the year ended December 31, 2022. Pursuant to the settlement, in the first quarter of 2023 we recovered approximately $20 million in funds we had previously paid to the bank. In connection with the settlement, we have withdrawn our appeals and the parties have exchanged full and final releases in respect of the matters.
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. We have established loss provisions for matters in which losses are probable and can be reasonably estimated. As of December 31, 2024, 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 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 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.
- Shareholders' Equity
Cash Dividends
During the years ended December 31, 2024, 2023 and 2022, the Company's Board of Directors declared aggregate cash dividends of $0.68, $0.56, and 0.52 per common share, representing $39.8 million, $33.8 million, and $32.2 million in total dividends, respectively. Cash dividends declared, but not yet paid, were $9.7 million, $8.4 million and $8.6 million as of December 31, 2024, 2023 and 2022, respectively.
The payments associated with the above referenced cash dividends were in compliance with restrictions regarding the maximum amount of cash dividends allowed to be paid under our Credit Agreement.
Stock Repurchases
During the second quarter of 2023, we used a portion of the proceeds from the issuance of Convertible Notes to repurchase approximately 2.2 million shares of common stock from purchasers of the Convertible Notes for an aggregate purchase price of approximately $50.0 million. See Note 8. Debt, Interest Income, Expense, and Other Finance Costs for additional information regarding the issuance of Convertible Notes.
Repurchase Programs
In March 2020, the Board approved a stock repurchase program authorizing $200.0 million in common stock repurchases. In September 2024, the Board approved an additional stock repurchase program authorizing $200.0 million in common stock repurchases. These repurchase authorizations do not require a minimum number of shares of common stock to be purchased, have no expiration date, and repurchases may be initiated, suspended or discontinued at any time. As of December 31, 2024, approximately $237.0 million remains available under our repurchase authorizations. The timing and amount of our repurchases will depend on market conditions, share price, securities law and other legal requirements and factors.
During the years ended December 31, 2024, 2023, and 2022, we repurchased 3.6 million,0.5 million, and 2.0 million shares of common stock under our repurchase authorizations for an aggregate value of $100.0 million, $10.1 million, and $48.7 million, respectively.
Share-Based Payment Plans
Plan Summary and Description
In May 2021, our shareholders approved the 2021 Omnibus Plan (the "2021 Plan"), which is administered by the Compensation Committee. The purpose of the 2021 Plan is to (i) attract and retain persons eligible to participate in the 2021 Plan; (ii) motivate participants, by means of appropriate incentives, to achieve long-range goals; (iii) provide incentive compensation opportunities that are competitive with those of other similar companies; and (iv) further align participants’ interests with those of our other shareholders through compensation that is based on the value of our common stock. The goal is to promote the long-term financial interest of World Kinect and its subsidiaries, including the growth in value of our equity and enhancement of long-term shareholder return. The persons eligible to receive awards under the 2021 Plan are our employees, officers, and members of the Board of Directors, or any consultant or other person who performs services for us.
The provisions of the 2021 Plan authorize the grant of stock options which can be "qualified" or "nonqualified" under the Internal Revenue Code of 1986, as amended, restricted stock, RSUs, SSAR Awards, performance shares and performance units and other share-based awards. The 2021 Plan will remain in effect for as long as any awards granted under it remain outstanding. No awards may be granted under the 2021 Plan after May 2031. The term and vesting period of awards granted under the 2021 Plan are established on a per grant basis, but options and SSAR Awards may not remain exercisable after theseven-year anniversary of the date of grant.
Under the 2021 Plan,2.9 million shares of common stock were authorized for issuance in addition to any shares of common stock with respect to awards that were granted under the prior plans (2020, 2016, and 2006) but are forfeited or canceled (e.g., due to the recipient's failure to satisfy applicable service or performance conditions) after May 2021. As of December 31, 2024, approximately 2.8 million shares of common stock were subject to outstanding awards under the 2021, 2016, and 2006 Plans (assuming maximum achievement of performance goals for restricted stock and target achievement of performance goals for RSUs, where applicable).
The following table summarizes the outstanding awards issued pursuant to the plans described above as of December 31, 2024 and the remaining shares of common stock available for future issuance (in millions):
| Plan name | RSUs | SSAR Awards | Remaining Shares of Common Stock Available for Future Issuance |
|---|---|---|---|
| 2021 Plan (1) | 2.6 | — | 1.5 |
| 2016 Plan (2) | — | 0.1 | — |
| 2006 Plan (3) | 0.1 | — | — |
(1)As of December 31, 2024, unvested RSUs will vest between February 2025 and May 2028.
(2)As of December 31, 2024, the outstanding SSAR Awards will expire in March 2025.
(3)RSUs granted to non‑employee directors under the 2006 Plan prior to 2011 remain outstanding until the date the non‑employee director ceases, for any reason, to be a member of the Board of Directors.
RSU Awards
RSUs may contain one or more service, performance, or market-based vesting conditions. The following table summarizes the status of our RSUs and related transactions for each of the following years (in millions, except for weighted average grant‑date fair value data and weighted average remaining contractual life):
| RSUs | Weighted Average Grant Date Fair Value Price | Aggregate Intrinsic Value | Weighted Average Remaining Contractual Life (in Years) | |
|---|---|---|---|---|
| As of December 31, 2021 | 1.7 | $27.30 | $46.3 | 1.2 |
| Granted (1) | 2.1 | 25.86 | ||
| Vested (2) | (0.6) | 27.27 | ||
| Forfeited | (0.3) | 25.97 | ||
| As of December 31, 2022 | 3.0 | 26.41 | 81.4 | 1.6 |
| Granted | 1.3 | 23.48 | ||
| Vested (2) | (0.8) | 25.16 | ||
| Forfeited | (0.5) | 23.24 | ||
| As of December 31, 2023 | 3.0 | 25.99 | 67.9 | 1.5 |
| Granted | 0.8 | 25.46 | ||
| Vested (2) | (0.8) | 25.41 | ||
| Forfeited | (0.4) | 27.36 | ||
| As of December 31, 2024 | 2.7 | $25.80 | $73.1 | 1.9 |
(1)Awards granted during the year ended December 31, 2022 included 0.5 million special performance-based equity awards, pursuant to which vesting is tied to the Company's total shareholder return over thethree-year performance period. The awards were valued using a Monte Carlo simulation. The weighted average grant date fair value of the awards was $33.45 and the assumptions used to determine such fair value were as follows: simulation term of 3 years, volatility of 52.2%, and risk-free interest rate of 4.1%.
(2) The aggregate intrinsic value of RSUs vested during the years ended December 31, 2024, 2023 and 2022 was $19.4 million, $18.2 million and $14.8 million, respectively.
SSAR Awards
The following table summarizes the status of our outstanding and exercisable SSAR Awards and related transactions for each of the following years (in millions, except weighted average exercise price and weighted average remaining contractual life data):
| SSAR Awards Outstanding | SSAR Awards Exercisable | |||||||
|---|---|---|---|---|---|---|---|---|
| SSAR Awards | Weighted Average Exercise Price | Aggregate Intrinsic Value | Weighted Average Remaining Contractual Life (in Years) | SSAR Awards | Weighted Average Exercise Price | Aggregate Intrinsic Value | Weighted Average Remaining Contractual Life (in Years) | |
| As of December 31, 2021 | 1.3 | $28.78 | $0.6 | 1.9 | 0.4 | $29.18 | $0.2 | 1.0 |
| Expired | (0.1) | 36.25 | ||||||
| Forfeited | (0.6) | 29.58 | ||||||
| As of December 31, 2022 | 0.5 | 26.35 | 0.8 | 0.9 | 0.4 | 27.43 | 0.3 | 0.5 |
| Exercised (1) | (0.2) | 26.40 | ||||||
| As of December 31, 2023 | 0.3 | 26.09 | — | 0.8 | 0.3 | 26.09 | — | 0.8 |
| Expired | (0.1) | 29.68 | ||||||
| As of December 31, 2024 | 0.1 | $23.39 | $0.6 | 0.2 | 0.1 | $23.39 | $0.6 | 0.2 |
(1)The aggregate intrinsic value of SSAR Awards exercised was $0.8 million for the year ended December 31, 2023.
Unrecognized Compensation Cost
As of December 31, 2024, there was $41.2 million of total unrecognized compensation cost related to unvested share-based payment awards, which is expected to be recognized as compensation expense over a weighted average period of 1.1 years.
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):
| Foreign Currency Translation Adjustments | Cash Flow Hedges | Accumulated Other Comprehensive Loss | |
|---|---|---|---|
| Balance as of December 31, 2022 | $(179.5) | $18.9 | $(160.6) |
| Other comprehensive income (loss) before reclassifications | 19.9 | 2.4 | 22.2 |
| Amounts reclassified from Accumulated other comprehensive income (loss) | — | (10.5) | (10.5) |
| Balance as of December 31, 2023 | (159.6) | 10.8 | (148.9) |
| Other comprehensive income (loss) before reclassifications (1) | (29.6) | 3.1 | (26.5) |
| Amounts reclassified from Accumulated other comprehensive income (loss) (2) | 97.0 | (12.6) | 84.4 |
| Balance as of December 31, 2024 | $(92.2) | $1.2 | $(91.0) |
(1)The foreign currency translation adjustment loss for the year ended December 31, 2024 was due primarily to the effect of a stronger U.S. dollar compared to most foreign currencies, including the British Pound.
(2)During the year ended December 31, 2024, cumulative translation losses were reclassified from Other comprehensive income (loss) into net income. See Note 3. Acquisitions and Divestitures for additional information.
- Leases
We enter into lease arrangements for the use of offices, operational facilities, vehicles, vessels, storage tanks and other assets for our operations around the world. Some of these leases are embedded within other arrangements. Some of these arrangements are for periods of twelve months or less, while others are for longer periods, and may include optional renewals, terminations or purchase options, which are considered in our assessments when they are reasonably certain to occur. In addition, certain of these arrangements contain payments based on an index, market-based escalation or volume which may impact future payments. Most of our leases typically contain general covenants, restrictions or requirements such as maintaining minimum insurance coverage.
We recognized the following total lease cost related to our lease arrangements (in millions):
| Year Ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Finance lease cost: | |||
| Amortization of right-of-use assets | $10.4 | $4.0 | $4.2 |
| Interest on lease liabilities | 2.3 | 0.7 | 0.6 |
| Operating lease cost | 46.3 | 44.8 | 47.6 |
| Short-term lease cost | 27.9 | 27.1 | 22.6 |
| Variable lease cost | 8.3 | 8.6 | 6.9 |
| Sublease income | (14.9) | (14.5) | (12.1) |
| Total lease cost | $80.4 | $70.6 | $69.9 |
As of December 31, 2024, our remaining lease payments were as follows (in millions):
| Operating Leases · Finance Leases | ||
|---|---|---|
| 2025 | $39.9 | $9.1 |
| 2026 | 31.3 | 8.8 |
| 2027 | 26.3 | 7.1 |
| 2028 | 24.0 | 4.7 |
| 2029 | 21.9 | 2.5 |
| Thereafter | 79.6 | 2.1 |
| Total remaining lease payments (undiscounted) | 223.1 | 34.3 |
| Less: imputed interest | 46.9 | 4.3 |
| Present value of lease liabilities | $176.2 | $30.0 |
Supplemental balance sheet information related to leases (in millions):
| December 31, | |||
|---|---|---|---|
| Classification | 2024 | 2023 | |
| Assets: | |||
| Operating lease assets | Other non-current assets | $172.5 | $180.5 |
| Finance lease assets | Property and equipment, net | $29.4 | $15.5 |
| Liabilities: | |||
| Operating lease liability - current | Accrued expenses and other current liabilities | $32.1 | $32.2 |
| Operating lease liability - long-term | Other long-term liabilities | $144.1 | $157.9 |
| Finance lease liability - current | Current maturities of long-term debt | $7.6 | $3.2 |
| Finance lease liability - long-term | Long-term debt | $22.4 | $12.4 |
Other information related to leases:
| December 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Weighted average remaining lease term of finance leases (in years) | 4.3 | 5.0 |
| Weighted average remaining lease term of operating leases (in years) | 7.9 | 8.5 |
| Weighted average discount rate of finance leases | 5.4% | 4.5% |
| Weighted average discount rate of operating leases | 5.4% | 5.5% |
| Cash paid for amounts included in the measurement of lease liabilities (in millions): | ||
| Operating cash flows from finance leases | $2.3 | $0.7 |
| Operating cash flows from operating leases | $47.5 | $46.2 |
| Financing cash flows from finance leases | $10.0 | $4.3 |
| Noncash investing and financing lease activities (in millions): | ||
| Right of use assets obtained in exchange for new operating lease liability | $23.9 | $16.8 |
| Right of use assets obtained in exchange for new finance lease liability | $24.9 | $3.7 |
- Business Segments, Geographic Information, and Major Customers
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. Our
Chief Executive Officer is the CODM. The CODM uses Income from operations as the primary measure of segment profit. The CODM considers Income from operations when assessing budget to actual variances as part of the annual budgeting and forecasting process, in order to evaluate performance and make decisions about the allocation of capital and other resources to each segment.
In our aviation segment, we provide global aviation fuel supply and comprehensive service solutions to major commercial, international, and regional airlines, cargo carriers, airports, fixed-based operators, corporate fleets, and charter and fractional operators. We also supply fuel and provide services to U.S. and foreign government and military customers.
In our land segment, we offer fuel, lubricants, heating oil, and related products and services to commercial, industrial, residential and government customers, as well as retail petroleum operators. We provide energy advisory services, sustainability solutions, as well as supply fulfillment for natural gas and power.
In our marine segment, we market fuel, lubricants, and related products and services to a broad base of marine customers, including international container, dry bulk and tanker fleets, commercial cruise lines, yachts and time-charter operators, U.S. and foreign governments, as well as other fuel suppliers.
Within each of our segments, we may enter into derivative contracts to mitigate the risk of market price fluctuations and also to offer our customers fuel pricing alternatives to meet their needs. Certain 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):
| For the Year Ended December 31, 2024 | ||||
|---|---|---|---|---|
| Aviation | Land | Marine | Total | |
| Revenue | $20,469.1 | $12,811.7 | $8,887.2 | $42,168.0 |
| Segment expenses: | ||||
| Cost of revenue | (19,983.6) | (12,427.2) | (8,730.8) | (41,141.6) |
| Compensation and related costs | (114.0) | (175.6) | (32.7) | (322.3) |
| Incentive compensation | (26.0) | (17.9) | (12.6) | (56.6) |
| Corporate allocations (1) | (37.2) | (17.1) | (22.1) | (76.4) |
| Depreciation and amortization | (16.2) | (37.8) | (1.1) | (55.1) |
| Provision for credit losses | (2.5) | (10.2) | 0.7 | (12.1) |
| Asset impairments | (0.1) | (6.9) | — | (7.0) |
| Restructuring charges | (0.1) | (3.2) | (3.3) | (6.6) |
| Other segment expenses (2) | (49.0) | (74.6) | (20.4) | (144.0) |
| Operating income - segment profit (loss) | 240.4 | 41.1 | 64.8 | 346.3 |
| Unallocated corporate expenses (3) | (135.7) | |||
| Interest expense and other financing costs, net | (102.2) | |||
| Other income (expense), net | (12.9) | |||
| Income (loss) before income taxes | $95.5 | |||
| For the Year Ended December 31, 2023 | ||||
|---|---|---|---|---|
| Aviation | Land | Marine | Total | |
| Revenue | $23,275.1 | $15,189.9 | $9,245.6 | $47,710.6 |
| Segment expenses: | ||||
| Cost of revenue | (22,789.3) | (14,790.1) | (9,073.0) | (46,652.4) |
| Compensation and related costs | (124.7) | (176.4) | (33.1) | (334.2) |
| Incentive compensation | (31.5) | (29.3) | (13.2) | (74.1) |
| Corporate allocations (1) | (40.0) | (19.9) | (23.8) | (83.7) |
| Depreciation and amortization | (19.9) | (38.3) | (1.2) | (59.3) |
| Provision for credit losses | (2.7) | (2.2) | 0.1 | (4.8) |
| Asset impairments | (0.8) | (12.8) | — | (13.7) |
| Restructuring charges | (1.5) | (4.0) | — | (5.5) |
| Other segment expenses (2) | (55.9) | (76.8) | (19.1) | (151.8) |
| Operating income - segment profit (loss) | 208.8 | 40.1 | 82.3 | 331.2 |
| Unallocated corporate expenses (3) | (133.2) | |||
| Interest expense and other financing costs, net | (127.7) | |||
| Other income (expense), net | (3.6) | |||
| Income (loss) before income taxes | $66.7 | |||
| For the Year Ended December 31, 2022 | ||||
|---|---|---|---|---|
| Aviation | Land | Marine | Total | |
| Revenue | $26,799.9 | $19,283.7 | $12,959.6 | $59,043.1 |
| Segment expenses: | ||||
| Cost of revenue | (26,442.7) | (18,807.8) | (12,703.6) | (57,954.1) |
| Compensation and related costs | (114.7) | (172.9) | (33.1) | (320.7) |
| Incentive compensation | (28.8) | (33.7) | (21.9) | (84.5) |
| Corporate allocations (1) | (36.1) | (21.6) | (22.9) | (80.5) |
| Depreciation and amortization | (21.5) | (42.3) | (1.4) | (65.2) |
| Provision for credit losses | (2.7) | (3.9) | (1.0) | (7.6) |
| Asset impairments | — | (0.6) | — | (0.6) |
| Restructuring charges | 0.8 | — | — | 0.8 |
| Other segment expenses (2) | (54.7) | (75.3) | (20.2) | (150.3) |
| Operating income - segment profit (loss) | 99.5 | 125.6 | 155.5 | 380.6 |
| Unallocated corporate expenses (3) | (107.4) | |||
| Interest expense and other financing costs, net | (110.6) | |||
| Other income (expense), net | (17.5) | |||
| Income (loss) before income taxes | $145.1 | |||
(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):
| For the Year Ended December 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| Aviation | Land | Marine | Segment Total | Corporate - Unallocated | Consolidated | |
| Depreciation and amortization (1) | $28.1 | $67.0 | $3.6 | $98.7 | $7.7 | $106.4 |
| Capital expenditures | 34.1 | 21.5 | 7.4 | 63.0 | 5.2 | 68.2 |
| For the Year Ended December 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| Aviation | Land | Marine | Segment Total | Corporate - Unallocated | Consolidated | |
| Depreciation and amortization (1) | $32.0 | $61.3 | $3.6 | $96.8 | $7.7 | $104.5 |
| Capital expenditures | 25.3 | 42.5 | 8.7 | 76.4 | 11.1 | 87.6 |
| For the Year Ended December 31, 2022 | ||||||
|---|---|---|---|---|---|---|
| Aviation | Land | Marine | Segment Total | Corporate - Unallocated | Consolidated | |
| Depreciation and amortization (1) | $32.8 | $65.1 | $3.3 | $101.3 | $6.5 | $107.8 |
| Capital expenditures | 25.9 | 38.1 | 4.8 | 68.7 | 9.9 | 78.6 |
(1)Total depreciation and amortization as presented includes charges classified within cost of sales and operating expenses in our Consolidated Statements of Income and Comprehensive Income.
Information concerning our accounts receivable, net, and total assets by segment is as follows (in millions):
| As of December 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Accounts receivable, net: | ||
| Aviation segment | $1,166.2 | $1,285.7 |
| Land segment | 651.1 | 767.4 |
| Marine segment | 615.3 | 682.4 |
| Total accounts receivable, net | $2,432.6 | $2,735.5 |
| Total assets: | ||
| Aviation segment | $2,548.2 | $2,767.4 |
| Land segment | 2,970.6 | 3,323.4 |
| Marine segment | 929.6 | 992.8 |
| Total reportable segment assets | 6,448.5 | 7,083.5 |
| Corporate and other | 283.3 | 291.8 |
| Total assets | $6,731.8 | $7,375.3 |
Geographic Information
Information concerning our revenue and property and equipment, net, as segregated between the Americas, EMEA (Europe, Middle East and Africa) and the Asia Pacific regions, is presented as follows, based on the country of incorporation of the relevant subsidiary (in millions):
| For the Year Ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Revenue: | |||
| United States | $20,905.1 | $25,403.7 | $32,901.7 |
| EMEA (1) | 9,672.9 | 10,003.2 | 12,396.1 |
| Asia Pacific (2) | 5,366.0 | 5,430.7 | 7,076.6 |
| Americas, excluding United States | 6,224.0 | 6,873.0 | 6,668.6 |
| Total (3) | $42,168.0 | $47,710.6 | $59,043.1 |
| As of December 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Property and equipment, net: | ||
| United States | $325.2 | $324.8 |
| EMEA | 141.4 | 147.7 |
| Asia Pacific | 10.3 | 10.1 |
| Americas, excluding United States | 36.4 | 32.7 |
| Total | $513.3 | $515.3 |
(1)Includes revenue related to the U.K. of $4.8 billion, $5.3 billion and $6.7 billion for 2024, 2023 and 2022, respectively.
(2)Includes revenue related to Singapore of $5.3 billion, $5.3 billion and $7.2 billion for 2024, 2023 and 2022, respectively.
(3)Geographic revenue information in this table includes impacts from derivatives and hedging activities, which are excluded from that geographic revenue information presented at Note 10. Revenue from Contracts with Customers.
Major Customers
For the years ended December 31, 2024, 2023, and 2022, none of our customers accounted for more than 10% of total consolidated revenue.
- Restructuring and Exit Activities
2024 Exit Activities
During the fourth quarter of 2024, we decided to take actions to exit certain operations, including the rationalization of certain assets and associated personnel within our North American land business as well as the disposal of our subsidiaries in Brazil. As a result of the actions taken in 2024, during the three months ended December 31, 2024, we recognized asset impairment charges of $3.1 million, wrote off accounts receivable totaling $4.4 million, and recognized additional charges for severance and other compensation costs of $1.4 million.
2023 Restructuring Plan
In November 2023, we approved and began implementing a restructuring plan (the "2023 Restructuring Plan") to realign our operational focus with the purpose of simplifying our business, enabling us to focus more clearly on growing our core businesses and our new sustainability-related activities, and improving our cost structure. As part of this plan, during the fourth quarter of 2023, we identified open positions that were eliminated and other positions that were closed to better align the workforce necessary to execute the revised strategy. We recognized restructuring charges of $7.2 million during the year ended December 31, 2023, composed of severance and other compensation costs. We also decided to shift future investments away from underperforming businesses and to continue assessing our global office footprint, resulting in impairment charges of $11.2 million during the fourth quarter of 2023.
During the first half of 2024, we continued to assess potential initiatives, resulting in additional severance and other compensation cost-related restructuring charges. In addition, as part of the 2023 Restructuring Plan, within our marine segment we made the decision during the second quarter of 2024 to cease operations at one of our subsidiaries in Brazil, resulting in the write-off of $3.3 million of VAT credits that are no longer recoverable. We completed the restructuring activities during the second quarter of 2024.
2020 Restructuring Program
In the first quarter of 2020, we implemented a restructuring initiative focused on streamlining our operations and rationalizing our deployment and allocation of resources in the overall economic landscape due to the COVID-19 pandemic. During the fourth quarter of 2021, we completed all necessary activities and closed the restructuring program. During the year ended December 31, 2022, we paid previously accrued restructuring charges of $0.2 million and released the remaining accrual associated with the restructuring program, which resulted in the reversal of $0.8 million of previously recognized restructuring charges.
Rollforward of Restructuring and Exit Activity Accruals
The following table provides a summary of our severance and other compensation cost activities as part of the 2023 Restructuring Plan and other exit activities (in millions):
| Aviation | Land | Marine | Corporate | Consolidated | |
|---|---|---|---|---|---|
| Accrued charges as of December 31, 2022 | $— | $— | $— | $— | $— |
| Restructuring and exit activity charges | 1.5 | 3.9 | — | 1.7 | 7.2 |
| Paid during the period | (0.4) | (0.3) | — | (0.8) | (1.5) |
| Accrued charges as of December 31, 2023 | $1.2 | $3.7 | $— | $0.9 | $5.7 |
| Restructuring and exit activity charges | 0.1 | 3.2 | — | 0.5 | 3.8 |
| Paid during the period | (1.3) | (5.1) | — | (1.1) | (7.5) |
| Accrued charges as of December 31, 2024 | $— | $1.7 | $— | $0.3 | $2.0 |
- Earnings per Common Share
The following table sets forth the computation of basic and diluted earnings per common share (in millions, except per share amounts):
| For the Year Ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Numerator: | |||
| Net income (loss) attributable to World Kinect | $67.4 | $52.9 | $114.1 |
| Denominator: | |||
| Weighted average common shares for basic earnings per common share | 59.0 | 61.4 | 62.3 |
| Effect of dilutive securities | 0.5 | 0.3 | 0.4 |
| Weighted average common shares for diluted earnings per common share | 59.5 | 61.7 | 62.7 |
| Basic earnings (loss) per common share | $1.14 | $0.86 | $1.83 |
| Diluted earnings (loss) per common share | $1.13 | $0.86 | $1.82 |
| Weighted average securities which are not included in the calculation of diluted earnings per common share because their impact is anti-dilutive or their performance conditions have not been met | 1.1 | 1.3 | 1.5 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.