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What changed in WORLD KINECT CORP's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of WORLD KINECT CORP's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+273 added−288 removedSource: 10-K (2025-02-25) vs 10-K (2024-02-23)

Top changes in WORLD KINECT CORP's 2024 10-K

273 paragraphs added · 288 removed · 223 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

47 edited+10 added−21 removed35 unchanged
Biggest changeImportant factors that could cause actual results to differ materially from the results and events anticipated or implied by such forward-looking statements include, but are not limited to: • customer and counterparty creditworthiness and our ability to collect accounts receivable and settle derivative contracts; • changes in the market prices of energy or commodities or extremely high or low fuel prices that continue for an extended period of time; • adverse conditions in the industries in which our customers operate; • our inability to effectively mitigate certain financial risks and other risks associated with derivatives and our physical fuel products; • our ability to achieve the expected level of benefit from our restructuring activities and cost reduction initiatives; • relationships with our employees and potential labor disputes associated with employees covered by collective bargaining agreements; • our failure to comply with restrictions and covenants governing our outstanding indebtedness; • the impact of cyber and other information security related incidents; • changes in the political, economic or regulatory environment generally and in the markets in which we operate, such as the current conflicts in Eastern Europe and the Middle East; • greenhouse gas reduction programs and other environmental and climate change legislation adopted by governments around the world, including cap and trade regimes, carbon taxes, increased efficiency standards and mandates for renewable energy, each of which could increase our operating and compliance costs as well as adversely impact our sales of fuel products; • changes in credit terms extended to us from our suppliers; • non-performance of suppliers on their sale commitments and customers on their purchase commitments; • non-performance of third-party service providers; • our ability to effectively integrate and derive benefits from acquired businesses; • our ability to meet financial forecasts associated with our operating plan; • lower than expected cash flows and revenues, which could impair our ability to realize the value of recorded intangible assets and goodwill; • the availability of cash and sufficient liquidity to fund our working capital and strategic investment needs; • currency exchange fluctuations; • inflationary pressures and their impact on our customers or the global economy, including sudden or significant increases in interest rates or a global recession; • our ability to effectively leverage technology and operating systems and realize the anticipated benefits; • failure to meet fuel and other product specifications agreed with our customers; • environmental and other risks associated with the storage, transportation and delivery of petroleum products; • reputational harm from adverse publicity arising out of spills, environmental contamination or public perception about the impacts on climate change by us or other companies in our industry; 7 Table of Contents • risks associated with operating in high-risk locations, including supply disruptions, border closures and other logistical difficulties that arise when working in these areas; • uninsured or underinsured losses; • seasonal variability that adversely affects our revenues and operating results, as well as the impact of natural disasters, such as earthquakes, hurricanes and wildfires; • declines in the value and liquidity of cash equivalents and investments; • our ability to retain and attract senior management and other key employees; • changes in U.S. or foreign tax laws, interpretations of such laws, changes in the mix of taxable income among different tax jurisdictions, or adverse results of tax audits, assessments, or disputes; • our failure to generate sufficient future taxable income in jurisdictions with material deferred tax assets and net operating loss carryforwards; • changes in multilateral conventions, treaties, tariffs or other arrangements between or among sovereign nations, including the U.K.'s exit from the E.U.; • our ability to comply with U.S. and international laws and regulations, including those related to anti-corruption, economic sanction programs and environmental matters; • the outcome of litigation, regulatory investigations and other legal matters, including the associated legal and other costs; and • other risks, including those described in Item 1A. – Risk Factors in this 2023 10-K Report and those described from time to time in our other filings with the SEC.
Biggest changeImportant factors that could cause actual results to differ materially from the results and events anticipated or implied by such forward-looking statements include, but are not limited to: • the imposition of tariffs in connection with the new U.S. presidential administration and retaliatory tariffs in response thereto, or renegotiation of existing trade agreements; • customer and counterparty creditworthiness and our ability to collect accounts receivable and settle derivative contracts; • changes in the market prices of energy or commodities or extremely high or low fuel prices that continue for an extended period of time; • adverse conditions in the industries in which our customers operate; • our inability to effectively mitigate certain financial risks and other risks associated with derivatives and our physical fuel products; • our ability to achieve the expected level of benefit from our restructuring activities and cost reduction initiatives; 6 Table of Contents • relationships with our employees and potential labor disputes associated with employees covered by collective bargaining agreements; • our failure to comply with restrictions and covenants governing our outstanding indebtedness; • the impact of cyber and other information technology or security related incidents on us, our customers or other parties; • changes in the political, economic or regulatory environment generally and in the markets in which we operate, including as a result of the current conflicts in Eastern Europe and the Middle East and the change in the U.S. presidential administration; • greenhouse gas reduction programs and other environmental and climate change legislation adopted by governments around the world, including cap and trade regimes, carbon taxes, increased efficiency standards and mandates for renewable energy, each of which could increase our operating and compliance costs as well as adversely impact our sales of fuel products; • changes in credit terms extended to us from our suppliers; • non-performance of suppliers on their sale commitments and customers on their purchase commitments; • non-performance of third-party service providers; • our ability to effectively integrate and derive benefits from acquired businesses; • our ability to meet financial forecasts associated with our operating plan; • lower than expected cash flows and revenues, which could impair our ability to realize the value of recorded intangible assets and goodwill; • the availability of cash and sufficient liquidity to fund our working capital and strategic investment needs; • currency exchange fluctuations; • inflationary pressures and their impact on our customers or the global economy, including sudden or significant increases in interest rates or a global recession; • our ability to effectively leverage technology and operating systems and realize the anticipated benefits; • failure to meet fuel and other product specifications agreed with our customers; • environmental and other risks associated with the storage, transportation and delivery of petroleum products; • reputational harm from adverse publicity arising out of spills, environmental contamination or public perception about the impacts on climate change by us or other companies in our industry; • risks associated with operating in high-risk locations, including supply disruptions, border closures and other logistical difficulties that arise when working in these areas; • uninsured or underinsured losses; • seasonal variability that adversely affects our revenues and operating results, as well as the impact of natural disasters, such as earthquakes, hurricanes and wildfires; • declines in the value and liquidity of cash equivalents and investments; • our ability to retain and attract senior management and other key employees; • changes in U.S. or foreign tax laws, interpretations of such laws, changes in the mix of taxable income among different tax jurisdictions, or adverse results of tax audits, assessments, or disputes; • our failure to generate sufficient future taxable income in jurisdictions with material deferred tax assets and net operating loss carryforwards; • changes in multilateral conventions, treaties, tariffs or other arrangements between or among sovereign nations; • our ability to comply with U.S. and international laws and regulations, including those related to anti-corruption, economic sanction programs and environmental matters; 7 Table of Contents • the outcome of litigation, regulatory investigations and other legal matters, including the associated legal and other costs; and • other risks, including those described in Item 1A. – Risk Factors in this 2024 10-K Report and those described from time to time in our other filings with the SEC.
These forward-looking statements are qualified in their entirety by cautionary statements and risk factor disclosures contained in our SEC filings. These forward-looking statements are estimates and projections reflecting our best judgment and involve risks, uncertainties or other factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control.
Our forward-looking statements are qualified in their entirety by cautionary statements and risk factor disclosures contained in our SEC filings. These forward-looking statements are estimates and projections reflecting our best judgment and involve risks, uncertainties or other factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control.
For these statements, we claim the protection of the safe harbor for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, as amended.
For these statements, we claim the protection of the safe harbor for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act.
Shortly after taking office in January 2021, President Biden issued a series of executive orders designed to address climate change, including rejoining the Paris Agreement after the U.S. had withdrawn from the international accord in 2020.
Shortly after taking office in January 2021, then President Biden issued a series of executive orders designed to address climate change, including rejoining the Paris Agreement after the U.S. had withdrawn from the international accord in 2020.
Additionally, we have been taking actions designed to increase the availability of renewable and lower-carbon fuels such as sustainable aviation fuel ("SAF") and are working to expand and develop our supply chain to meet customer demand.
Additionally, we have been taking actions designed to increase the availability of renewable and lower-carbon fuels such as sustainable aviation fuel and are working to expand and develop our supply chain to meet customer demand.
Environmental Protection Agency ("EPA") has adopted rules requiring the reporting of GHG emissions by petroleum product suppliers and facilities meeting certain annual emissions thresholds and regulating emissions from major sources of GHGs under the Clean Air Act.
Environmental Protection Agency has adopted rules requiring the reporting of GHG emissions by petroleum product suppliers and facilities meeting certain annual emissions thresholds and regulating emissions from major sources of GHGs under the Clean Air Act.
We purchase our aviation fuel from suppliers worldwide. Fuel may be delivered into our customers’ aircraft or to a designated storage facility located at one of our locations or our suppliers’ locations pursuant to arrangements with them.
We purchase our aviation fuel from suppliers worldwide. Fuel may be delivered into our customers’ aircraft or to a designated storage facility at one of our locations or our suppliers’ locations pursuant to arrangements with them.
Governmental Regulation Environment Supplying fuel safely and securely is a top priority. We monitor and manage our operations through processes and procedures designed to avoid and minimize our effects and impacts on the environment.
Governmental Regulation Environment Supplying fuel safely and securely is a top priority. We monitor and manage our operations through processes and procedures designed to avoid and minimize our impacts on the environment.
Forward-Looking Statements This 2023 10-K Report and the information incorporated by reference in it, or made by us in other reports, filings with the SEC, press releases, teleconferences, industry conferences or otherwise, contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-Looking Statements This 2024 10-K Report and the information incorporated by reference in it, or made by us in other reports, filings with the SEC, press releases, teleconferences, industry conferences or otherwise, contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.
Our principal executive office is located at 9800 N.W. 41st Street, Miami, Florida 33178 and our telephone number at this address is 305‑428‑8000. Our internet address is https://www.world-kinect.com and the investor relations section of our website is located at https://ir.worldkinect.com.
Our principal executive office is located at 9800 N.W. 41st Street, Miami, Florida 33178 and our telephone number at this address is 305‑428‑8000. Our internet address is world-kinect.com and the investor relations section of our website is located at ir.worldkinect.com.
We are also subject to a variety of other U.S. and foreign laws and regulations, relating to: • labor and employment; • workplace and driver safety; • consumer protection; • data privacy and protection; • cybersecurity; • commodities trading, brokerage, derivatives and advisory services; • credit and payment card processing and payment services; • petroleum marketing; • human rights and modern slavery; • antitrust and competition; and • other regulatory reporting and licensing requirements.
We are also subject to a variety of other U.S. and foreign laws and regulations, relating to: • labor and employment; • workplace and driver safety; • consumer protection; • data privacy and protection; • cybersecurity; 4 Table of Contents • commodities trading, brokerage, derivatives and advisory services; • credit and payment card processing and payment services; • petroleum marketing; • human rights and modern slavery; • antitrust and competition; and • other regulatory reporting and licensing requirements.
Also posted on our website are our Code of Conduct ("Code of Conduct"), Board of Directors’ committee charters and Corporate Governance Principles. Our website and information contained on our website are not part of this 2023 10-K Report and are not incorporated by reference in this 2023 10-K Report.
Also posted on our website are our Code of Conduct ("Code of Conduct"), Board of Directors’ committee charters and Corporate Governance Principles. Our website and information contained on our website are not part of this 2024 10-K Report and are not incorporated by reference in this 2024 10-K Report.
We evaluate and manage our business segments using the performance measure of income from operations. Financial information with respect to our business segments, the geographic areas of our business and our customers is provided below and within Note 14. Business Segments, Geographic Information, and Major Customers.
We evaluate and manage our business segments using the performance measure of income from operations. Financial information with respect to our business segments, the geographic areas of our business and our customers is provided below and within Note 15. Business Segments, Geographic Information, and Major Customers.
Any public statements or disclosures by us following this report that modify or impact any of the forward-looking statements contained in or accompanying this 2023 10-K Report will be deemed to modify or supersede such forward-looking statements.
Any public statements or disclosures by us following this report that modify or impact any of the forward-looking statements contained in or accompanying this 2024 10-K Report will be deemed to modify or supersede such forward-looking statements.
In 2023, California also enacted the Voluntary Carbon Market Disclosures Act, which requires companies that operate within the state and make certain climate-related claims to provide enhanced disclosure around the achievement of such claims. We expect regulatory disclosure requirements related to ESG matters to continue to expand globally.
California has also enacted the Voluntary Carbon Market Disclosures Act, which requires companies that operate within the state and make certain climate-related claims to provide enhanced disclosure around the achievement of such claims. We expect regulatory disclosure requirements related to ESG matters to continue to expand globally.
See Item 1A. – Risk Factors. 4 Table of Contents Other Regulations As a global organization with customers and operations around the world, we are subject to an often complicated, multi-jurisdictional matrix of laws and regulations that govern international trade, including laws relating to anti-corruption, anti-money-laundering, export controls, economic sanctions, anti-boycott rules, currency exchange controls and transfer pricing rules.
See Item 1A. – Risk Factors. Other Regulations As a global organization with customers and operations around the world, we are subject to an often complicated, multi-jurisdictional matrix of laws, regulations and policies that govern international trade, including laws relating to anti-corruption, anti-money-laundering, export controls, economic sanctions, anti-boycott rules, currency exchange controls and transfer pricing rules.
Any such contamination, leaks from storage tanks or other releases of regulated 3 Table of Contents materials could result in claims against us by governmental authorities and other third parties for fines or penalties, natural resource damages, personal injury and property damage.
Any such contamination, leaks from storage tanks or other releases of regulated materials could result in claims against us by governmental authorities and other third parties for fines or penalties, natural resource damages, personal injury and property damage.
A reference to a "Note" herein refers to the accompanying Notes to the Consolidated Financial Statements within Part IV. Item 15. – Notes to the Consolidated Financial Statements included in this 2023 10-K Report.
A reference to a "Note" herein refers to the accompanying Notes to the Consolidated Financial Statements within Part IV. Item 15. – Notes to the Consolidated Financial Statements included in this 2024 10-K Report.
The majority of our marine segment activity consists of spot sales. Our cost of fuel is generally tied to spot pricing, market-based formulas, or government-controlled prices. We also contract with third parties to provide various services for our customers, including fueling of vessels in ports and at sea and transportation and delivery of fuel and fuel-related products.
The majority of our marine segment activity consists of spot sales under which our cost of fuel is generally tied to spot pricing, market-based formulas, or government-regulated prices. We also contract with third parties to provide various services for our customers, including fueling of vessels in ports and at sea and transportation and delivery of fuel and fuel-related products.
We also conduct spot sales, which are sales that do not involve continuing contractual obligations by our customers to purchase fuel from us. Our cost of fuel is generally tied to market-based formulas or government-controlled prices.
We also conduct 1 Table of Contents spot sales, which are sales that do not involve continuing contractual obligations by our customers to purchase fuel from us. Our cost of fuel is generally tied to market-based formulas or government-controlled prices.
Our comprehensive approach to serving our workforce includes our commitment to promoting a diverse and inclusive environment, as well as focusing on our employees' growth and development, health and safety, and overall well-being.
Our comprehensive approach to serving our workforce includes our commitment to promoting an inclusive environment, as well as focusing on our employees' growth and development, health and safety, and overall well-being.
Profitability in our segments also depends on our operating expenses, which may be materially affected to the extent that we are required to provide for potential credit losses. Corporate expenses are allocated to each segment based on usage, where possible, or other factors according to the nature of the activity.
Profitability in our segments also depends on our operating expenses, which may be materially affected to the extent that we are exposed to credit losses. Corporate expenses are allocated to each segment based on usage, where possible, or other factors according to the nature of the activity.
In addition, several states and geographic regions in the U.S. have also adopted legislation and regulations to reduce emissions of GHGs, such as such as California, Oregon and Washington, which have formally enacted cap-and-trade programs and low carbon fuel standard obligations.
In addition, several states and geographic regions in the U.S. have also adopted legislation and regulations to reduce emissions of GHGs, such as such as California, Oregon and Washington, which have formally enacted cap-and-trade programs and low carbon fuel standard obligations. U.S. federal law and policy continues to evolve.
Additionally, in August 2022 the Inflation Reduction Act of 2022 was signed into law, which appropriates significant federal funding for renewable energy initiatives and imposes a fee on GHG emissions from certain facilities in the oil and natural gas sector.
In August 2022, the Inflation Reduction Act of 3 Table of Contents 2022 (the "IRA") was signed into law, which appropriates significant federal funding for renewable energy initiatives and imposes a fee on GHG emissions from certain facilities in the oil and natural gas sector.
The following charts provide information about our global workforce as of December 31, 2023: 5 Table of Contents Health and Safety As a global energy management company, we are committed to doing the right thing in all that we do.
The following charts provide information about our global workforce as of December 31, 2024: Health and Safety As a global energy management company, we are committed to doing the right thing in all that we do.
We believe that our extensive market knowledge, worldwide footprint, logistics expertise and support, the use of price risk management offerings, and value-added benefits, including single-supplier convenience, fuel quality control and fuel procurement outsourcing, give us the ability to compete within those markets. Seasonality Our operating results can be subject to seasonal variability.
We believe that our extensive market knowledge, worldwide footprint, logistics expertise and support, the use of price risk management offerings, and value-added benefits, including single-supplier convenience, fuel quality control and fuel procurement outsourcing, give us the ability to compete effectively in the markets that we serve. 2 Table of Contents Seasonality Our operating results can be subject to seasonal variability.
We are committed to playing a leading role in promoting best practices within the transportation industry and are closely involved in developing, setting, and maintaining health, safety and environment ("HSE") industry standards.
We are actively striving to play a leading role in promoting best practices within the transportation industry and are closely involved in developing, setting, and maintaining health, safety and environment ("HSE") industry standards.
In this regard, we are working on increasing transparency across our company, particularly around our talent recruitment, development and retention efforts, as well as our diversity, equity and inclusion initiatives.
In this regard, we are working on increasing transparency across our company, particularly around our talent recruitment, development and retention efforts.
As a result of the military conflict in Eastern Europe, countries in which we operate have imposed sanctions on Russia and other individuals and entities with connections to the Russian state. These sanctions continue to evolve and have become significantly more stringent over time. Violations of these sanctions can result in significant penalties and civil and criminal liabilities.
As a result of the military conflict in Eastern Europe, countries in which we operate have imposed sanctions on Russia and other individuals and entities with connections to the Russian state. Violations of these laws, regulations and policies can result in significant penalties and civil and criminal liabilities.
Specifically, this 2023 10-K Report includes forward-looking statements regarding (i) expectations regarding inflation and its impact on us, (ii) the conditions in the aviation, land, and marine markets and their impact on our business, (iii) our growth strategies, including the position of our land segment to gain market share, (iv) the impact of fuel prices and our working capital, liquidity, and capital expenditure requirements, (v) our expectations and estimates regarding tax, legal and accounting matters, including the impact on our financial statements, (vi) our hedging strategy, (vii) 6 Table of Contents estimates regarding the financial impact of our derivative and other trading contracts and (viii) estimated savings arising out of various cost reduction efforts.
Specifically, this 2024 10-K Report includes forward-looking statements regarding (i) expectations regarding inflation and its impact on us, (ii) conditions in the aviation, land, and marine markets and their impact on our business, (iii) growth in our core businesses, (iv) the impact of fuel prices and our working capital, liquidity, and capital expenditure requirements, (v) our expectations and estimates regarding tax, legal and accounting matters, including the impact on our financial statements, (vi) our hedging strategy and (vii) estimates regarding the financial impact of our derivative and other trading contracts.
We primarily conduct these activities throughout most of the U.S. as well as parts of the United Kingdom ("U.K.") and Brazil.
We primarily conduct these activities throughout most of the U.S. as well as parts of Europe.
We also sell fuel from our inventory, which we maintain in storage facilities that we own or lease. In certain cases, we serve as a broker and are paid a commission for negotiating the fuel purchase transaction between the supplier and the end-user, as well as for expediting delivery of the fuel.
In certain cases, we serve as a broker and are paid a commission for negotiating the fuel purchase transaction between a supplier and an end-user, as well as for expediting delivery of the fuel.
E.U. member states have implemented a range of subsidies and incentives to achieve the EU’s climate change goals, including through the European Union Emissions Trading System (‘‘EU ETS’’) for industrial emissions.
At an international level, the European Union ("E.U.") has committed to reducing net GHG emissions by at least 55% by 2030. E.U. member states have implemented a range of subsidies and incentives to achieve the E.U.’s climate change goals, including through the European Union Emissions Trading System (‘‘E.U. ETS’’) for industrial emissions. The E.U.
We have established a set of "Rules to Live By" to help strengthen our existing Integrated Management System and drive appropriate safety behaviors and practices that we believe are vital to preventing workplace incidents. These rules are designed to ensure we execute our operations safely and securely for all our stakeholders.
We have established a set of "Rules to Live By" to help strengthen our existing Integrated Management System and promote appropriate safety behaviors and practices that we believe are vital to preventing workplace incidents. We have developed what we believe to be a comprehensive process designed to identify, assess and manage HSE risks in our operations.
Finally, we also provide transportation logistics for our product deliveries, including arranging for fuel products to be delivered from storage terminals to the appropriate sites through our own fleet of trucks as well as third-party transportation providers.
We also maintain inventory in certain strategic locations, the cost of which is generally tied to market-based formulas, as well as provide transportation logistics, including arranging for fuel products to be delivered from storage terminals through our own fleet of trucks as well as third-party transportation providers.
Item 1. Business Overview 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 ("2023 10-K Report") as "World Kinect," "we," "our," and "us." In June 2023, the Company changed its name from World Fuel Services Corporation to World Kinect Corporation.
Business Overview 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." We are a global energy management company offering fulfillment and related services to more than 150,000 customers across the aviation, marine, and land-based transportation sectors.
We have developed what we believe to be a comprehensive process designed to identify, assess and manage HSE risks in our operations. We set targets for performance improvements, regularly measure, audit and report on our performance, and investigate near misses and incidents to determine root causes to prevent similar incidents from occurring in the future.
We set targets for performance improvements, regularly measure, audit and report on our performance, and investigate near misses and incidents to determine root causes to prevent similar incidents from occurring in the future. We also expect our contractors to manage HSE matters in line with our policies and include an HSE component in our contractors' performance appraisals.
We believe that fostering sustainable growth is about conducting our business in a manner that promotes a healthy environment and strengthens the local communities where we operate.
Developing Our Communities As a global company, we are focused on creating a positive impact, encouraging our employees to support the communities in which they live. We engage and support charities across society, and believe that fostering sustainable growth is about conducting our business in a manner that promotes a healthy environment and strengthens the local communities where we operate.
Aviation Segment We provide global aviation fuel supply and comprehensive service solutions to major commercial airlines, second and third-tier airlines, cargo carriers, regional and low-cost carriers, airports, fixed-based operators, corporate fleets, charter and fractional operators, and private aircraft.
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. Our aviation-related service offerings include fuel management, ground handling, 24/7 global dispatch services, and trip planning services, including flight planning and scheduling.
The EU ETS is expected to become progressively more stringent over time, such as by including by reducing the number of allowances to emit GHGs as well as broadening the industries subject to the restrictions.
ETS is expected to become progressively more stringent over time, such as by including by reducing the number of allowances to emit GHGs as well as broadening the industries subject to the restrictions. In other non-E.U. countries, regulations include the adoption of cap and trade regimes, carbon taxes, restrictive permitting, increased efficiency standards, and incentives or mandates for renewable energy.
Through collaboration with suppliers, customers and other industry participants, we are actively working to create near-term solutions and identify lower carbon alternatives that will enable the acceleration of the energy transition in the maritime industry. 2 Table of Contents We serve primarily as a reseller, where we take delivery for fuel purchased from our supplier at the same place and time as the fuel is sold to our customer.
We have also sought to take a leading role in developing a sustainable marine fuel supply chain. Through collaboration with suppliers, customers and other industry participants, we are actively working to create near-term solutions and identify lower carbon alternatives that will facilitate the ability of our maritime industry counterparties to achieve their energy transition objectives.
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. We are a signatory to the United Nations ("U.N.") Global Compact and are focused on supporting the U.N.'s principles on human rights, labor, the environment and anti-corruption through progressing our goals and objectives.
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. We conduct our operations through numerous locations both within the United States ("U.S.") and throughout various foreign jurisdictions.
In addition, we offer payment and processing services, as well as operate a web-based marketplace platform that facilitates aircraft charter arrangements. Given that fuel is a major component of an aircraft’s operating costs, our customers require cost-effective and professional fuel services.
We also supply fuel and provide services to U.S. and foreign government and military customers. Given that fuel is a major component of an aircraft’s operating costs, our customers require surety of supply and cost-effective fuel services.
We have launched various programs designed to build a global culture that promotes and celebrates employee health and well-being in our locations around the world. The goal of these programs is to integrate employee health and well-being into the World Kinect culture through fun and educational events, webinars, activities and fitness challenges.
For example, we offer competitive compensation packages composed of salaries, incentive bonuses, various forms of equity awards and comprehensive benefits packages. Additionally, we have launched various programs designed to integrate employee health and well-being into our culture through events, webinars, activities and fitness challenges.
In October 2023, California enacted the Climate Corporate Data Accountability Act and the Climate Related Financial Risk Act that will require large public and private companies that do business within the state to disclose their Scopes 1, 2 and 3 greenhouse gas ("GHG") emissions, with third party assurance of GHG emissions information for certain entities, and issue public reports on their climate-related financial risk and related mitigation measures.
Regulatory requirements related to ESG or sustainability reporting have been adopted and may continue to be introduced in various jurisdictions. The E.U. has issued the Corporate Sustainability Reporting Directive, and California has enacted the Climate Corporate Data Accountability Act and the Climate Related Financial Risk Act that will require reporting and third-party assurance of GHG emissions information for certain entities.
In connection with our fuel marketing activities, we distribute fuel under long-term contracts to branded and unbranded distributors, convenience stores and retail fuel outlets operated by third parties. We also distribute heating oil to residential customers and unbranded fuel to numerous other customers, including commercial and industrial customers, such as manufacturing, mining, agriculture, construction, and oil and gas exploration companies.
We believe our land segment is well-positioned to grow market share and improve platform efficiency to continue delivering value-added solutions to our land fuel customers. In connection with our fuel marketing activities, we sell fuel through our cardlock network and directly to customers under long-term contracts to branded and unbranded distributors, and retail fuel outlets operated by third parties.
These transactions may be pursuant to fuel purchase contracts or through spot sales. In certain instances, we serve as a reseller, where we purchase fuel from a supplier and contemporaneously resell it to our customers through spot and contract sales. We also maintain inventory in certain strategic locations, the cost of which is generally tied to market-based formulas.
Our typical customers include commercial and industrial enterprises in the transportation, manufacturing, mining, agriculture, construction, and oil and gas exploration industries, as well as residential customers for heating oil. We typically serve as a reseller, where we purchase fuel from a supplier and contemporaneously resell it to our customers through contract and spot sales.
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We believe our new name reflects our ongoing transformation into a more resilient, diversified energy and solutions provider.
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In our marine segment, we serve primarily as a reseller, where we take delivery for fuel purchased from our supplier at the same place and time as the fuel is sold to our customer. We also sell fuel from our inventory, which we maintain in storage facilities that we own or lease.
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Since the name change, our common stock is listed on the New York Stock Exchange under our new name as well as our new ticker symbol, "WKC." We are a global energy management company offering fulfillment and related services to more than 150,000 customers across the aviation, marine, and land-based transportation sectors.
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Additionally, the SEC has recently expressed its intent to scrutinize climate-change related disclosures in public filings, increasing the potential for enforcement if the SEC were to allege that our existing climate disclosures are misleading or deficient.
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We have implemented enhancements to our policies, processes, and governance structure to further strengthen our support of environmental, health, safety, sustainability, diversity, equity and inclusion and other social responsibility issues and impacts. We conduct our operations through numerous locations both within the United States ("U.S.") and throughout various foreign jurisdictions.
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After taking office in January 2025, President Trump issued a series of executive orders designed to reverse some of the Biden Administration's policies and executive orders, including an order to withdraw from the Paris Agreement.
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Our aviation-related service offerings include fuel management, price risk management, ground handling, 24/7 global dispatch services, and trip planning services, including flight planning and scheduling, weather reports and overflight permits. We also supply fuel and provide 1 Table of Contents services to U.S. and foreign government and military customers.
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The full impact from the change in the U.S. presidential administration to any existing regulations, including any potential ramifications for the IRA, the SEC's scrutiny of climate-related disclosures, and the various incentive provisions as well as other government and tax incentives for renewable energy initiatives in the United States, is uncertain at this stage.
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We are continuing to invest in talent in this area, which we believe will help accelerate growth in these activities.
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These laws, regulations and policies continue to evolve and often become more stringent over time.
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We believe our land segment is well-positioned to continue growing market share, both organically and through leveraging the capabilities of our acquisitions, including Flyers Energy Group, LLC ("Flyers"), which we acquired in January 2022, serving to further enhance our business to deliver value-added solutions to our land fuel customers.
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Changes to trade policies, including the imposition of tariffs in connection with the new administration in the U.S. and retaliatory tariffs in response thereto, or the renegotiation of existing trade agreements with the U.S. or countries where we have significant sales, procure products, or recruit and employ employees, could impact our business.
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The fuel is generally delivered to our customers directly or to a designated tanker truck loading terminal commonly referred to as "racks," which are owned and operated by our suppliers or other third-parties.
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Representing a Global Workforce We recognize that representative, talented teams, across all levels and areas of our organization, are critical to our success. We continue to strengthen our talent pipelines, hone our hiring processes, and are committed to paying equitably and competitively to attract and retain talent.
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We have also sought to take a leading role in developing a sustainable marine fuel supply chain.
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These initiatives include working with our management to develop awareness and providing training on how to recognize and 5 Table of Contents mitigate bias in talent development and recruitment decisions; and conducting comprehensive assessments of the strengths and growth opportunities for our employees.
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In January 2023, the Biden Administration and various federal agencies, including the EPA and Departments of Energy and Transportation, announced a "blueprint" for decarbonizing the transportation sector in the U.S. to meet the goal of net-zero GHG emissions economy-wide by 2050.
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Developing Our People Through hands-on learning experiences, training, coaching and development programs, we believe we have fostered a culture that empowers our people to succeed.
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The strategy includes promoting wider adoption of electric vehicles and greater use of sustainable fuels to decarbonize forms of transportation that require more energy-dense fuels, such as air transportation and long-haul shipping. At an international level, the European Union ("E.U.") has committed to reducing net GHG emissions by at least 55% by 2030.
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We are committed to providing opportunities for both career enhancement and advancement paths, which is why we have taken measures to provide professional development opportunities and strive to recruit and cultivate a wide range of talent. We take a holistic approach to providing support and resources that empower our employees and their families to cultivate well-being and personal excellence.
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In other non-E.U. countries, regulations include the adoption of cap and trade regimes, carbon taxes, restrictive permitting, increased efficiency standards, and incentives or mandates for renewable energy. Regulatory requirements related to ESG or sustainability reporting have been adopted and may continue to be introduced in various jurisdictions.
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For example, the EU Corporate Sustainability Reporting Directive became effective in 2023 and applies to both EU and certain non-EU entities.
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These laws and regulations are administered by, among others, the U.S. Department of Justice, Department of State, SEC, Internal Revenue Service, U.S Department of Commerce and U.S. Department of the Treasury, as well as the counterparts of these agencies in foreign countries.
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We also expect our contractors to manage HSE matters in line with our policies and strive to maintain an open dialogue with our stakeholders and within the communities where we operate.
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Diversity, Equity and Inclusion We place a high degree of focus on growth in position and career enhancement paths for our employees by providing professional development opportunities and cultivating a diverse talent pool.
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These initiatives include providing unconscious bias training to our managers, promoting diverse interview panels in our recruiting process and actively participating in veteran programs that provide employment opportunities and educational support to military veterans and their families.
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Employee Development and Well-Being Investing in our employees is a top priority and we continually strive to provide an environment that promotes learning, growth and development to maximize our people's potential. We are committed to creating a learning culture that builds skills needed for the future and develops great leaders.
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We provide a variety of resources to further our employees' development, including online resources as well as in-person and virtual training programs to develop skills and gain knowledge that advances employees' careers.
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We are also committed to supporting the health and well-being of our employees and their families, as we believe that the key to successful business operations is a healthy and competent workforce. We have identified a strong connection between employee well-being and the safety of business operations.
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Accordingly, we are devoted to supporting employee well-being in all dimensions, which goes beyond their physical well-being and includes support for emotional, financial and social well-being. It is a holistic approach intended to provide support and resources that empower our employees and their families to embrace a healthy lifestyle.
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Community Engagement As a global company, we are focused on creating a positive impact, encouraging our employees to support the communities in which they live, and engaging with and supporting charities in all aspects of society.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn addition, we rely on a single or limited number of suppliers for the provision of fuel 15 Table of Contents and related products and services in certain markets. These parties may have significant negotiating leverage over us, and if they are unable or unwilling to supply us on commercially reasonable terms, our business would be adversely affected.
Biggest changeThese parties may have significant negotiating leverage over us, and if they are unable or unwilling to supply us on commercially reasonable terms, our business would be adversely affected. 15 Table of Contents In addition to competing with resellers, we also compete with major oil companies that market fuel and other energy products directly to large commercial airlines, shipping companies, petroleum distributors operating in the land transportation market, fuel resellers, and other commercial and industrial customers.
The hedging transactions we undertake to limit the financial effects of commodity price fluctuations may not be fully effective.
Hedging transactions we undertake to limit the financial effects of commodity price fluctuations may not be fully effective.
We have access to sensitive, confidential or personal data from our employees, customers (both corporate and individual consumers), suppliers and other third parties, some of which is subject to privacy, security or residency laws, regulations and customer-imposed controls. In the ordinary course of business, we collect, retain, process, and transmit such data across national boundaries.
We have access to sensitive, confidential or personal data from our employees, customers (both corporate and individual consumers), suppliers and other third parties, some of which is subject to privacy, security or residency or localization laws, regulations and customer-imposed controls. In the ordinary course of business, we collect, retain, process, and transmit such data across national boundaries.
For example, in the first six months of 2022, our aviation segment was significantly and adversely affected by severe backwardation, a market condition in which oil futures forward prices trade at lower levels than the current market price. Our efforts to limit our exposure to this type of market risk may not be fully effective in the future.
For example, in the first six months of 2022, our aviation segment was significantly and adversely affected by severe backwardation, a market condition in which oil futures forward prices trade at lower levels than the current market price. Our efforts to limit our exposure to this type of market risk may not be fully effective.
Acquiring and integrating businesses may place a strain on our management, operational and financial resources, and expose us to additional risks and unexpected expenses, some of which we have experienced in the past and which we may experience in the future, including: • increased operating costs and difficulties in efficiently integrating the operations, financial reporting, IT systems, technology, and personnel of acquired businesses or of new business operations; • challenges managing acquired businesses while maintaining uniform standards, controls and risk management processes appropriate for a public company; • using estimates and judgments when evaluating the various risks and opportunities of the acquired business that may ultimately prove to be incorrect; • diversion of management's time and attention from other business concerns; • negative impacts of changes in management on existing business relationships and other disruptions of the acquired business; • entry into markets in which we may have no or limited direct prior experience; • challenges in retaining key employees, customers or suppliers of the acquired businesses; • reduced liquidity or increased indebtedness if we use a material portion of our available cash or borrowing capacity to fund acquisitions; • assumption of material liabilities, exposure to litigation, regulatory noncompliance or unknown liabilities associated with the acquired businesses; and • limited indemnities, or security supporting such indemnities, from sellers in an acquisition or ongoing indemnity obligations to purchasers in a divestiture.
Acquiring and integrating businesses may place a strain on our management, operations and financial resources, and expose us to additional risks and unexpected expenses, some of which we have experienced in the past and which we may experience in the future, including: • increased operating costs and difficulties in efficiently integrating the operations, financial reporting, IT systems, technology, and personnel of acquired businesses or of new business operations; • challenges managing acquired businesses while maintaining consistent standards, controls and risk management processes appropriate for a public company; • using estimates and judgments when evaluating the various risks and opportunities of the acquired business that may ultimately prove to be incorrect; • diversion of management's time and attention from other business concerns; • negative impacts of changes in management on existing business relationships and other disruptions of the acquired business; • entry into markets in which we may have no or limited direct prior experience; • challenges in retaining key employees, customers or suppliers of the acquired businesses; • reduced liquidity or increased indebtedness if we use a material portion of our available cash or borrowing capacity to fund acquisitions; • assumption of material liabilities, exposure to litigation, regulatory noncompliance or unknown liabilities associated with the acquired businesses; and • limited indemnities, or security supporting such indemnities, from sellers in an acquisition or ongoing indemnity obligations to purchasers in a divestiture.
Significant inflation and higher interest rates may adversely affect our business and financial condition. Inflation in the United States and other jurisdictions in which we do business increased significantly in late 2021 into 2022, driven in part by supply chain disruptions, labor shortages and increased commodity prices, which has generally resulted in higher costs in 2022 and 2023.
Significant inflation and higher interest rates may adversely affect our business and financial condition. Inflation in the United States and other jurisdictions in which we do business increased significantly in late 2021 into 2022, driven in part by supply chain disruptions, labor shortages and increased commodity prices, which has generally resulted in higher costs.
Public health crises, such as the COVID-19 pandemic, have impacted our operations directly and may in the future impact us directly, or may disrupt the operations of our business partners, suppliers and customers in ways that could have an adverse effect on our business, results of operations and financial condition.
Public health crises, such as the COVID-19 pandemic, have in the past impacted our operations directly and may in the future impact us directly, or may disrupt the operations of our business partners, suppliers and customers in ways that could have an adverse effect on our business, results of operations and financial condition.
We are regularly audited by various domestic and foreign tax authorities and are involved in various inquiries, audits, challenges and litigation in a number of countries, including Brazil, Denmark, South Korea and the U.S., where the amounts under controversy may be material.
We are regularly audited by various domestic and foreign tax authorities and are involved in various inquiries, audits, challenges and litigation in a number of countries, including Denmark, South Korea and the U.S., where the amounts under controversy may be material.
We enter into financial derivative contracts to mitigate the risk of market price fluctuations in energy products, to offer our customers energy pricing alternatives to meet their needs, to manage price exposures associated with our inventories, and to mitigate the risk of fluctuations in foreign currency exchange rates.
We enter into financial derivative contracts to mitigate the risk of market price fluctuations in energy products and currency exchange rates, to offer our customers energy pricing alternatives to meet their needs, and to manage price exposures associated with our inventories.
We may also face increased cybersecurity risk for a period of time after acquisitions as we transition the acquired entity’s historical systems and networks to our standards.
We may also face increased cybersecurity risk and threats for a period of time after acquisitions as we transition the acquired entity’s historical systems and networks to our standards.
In our marine segment, we utilize fuel delivery barges and store refined products adjacent to water, thereby potentially subjecting us to strict, joint, and potentially unlimited liability for removal costs and other consequences of where a spill is into navigable waters, along shorelines or in the exclusive economic zone of the U.S.
In our marine segment, we utilize fuel delivery barges and store and transfer refined products adjacent to water, thereby potentially subjecting us to strict, joint, and potentially unlimited liability for removal costs and other consequences of where a spill is into navigable or inland waters, along shorelines or in the exclusive economic zone of the U.S.
To the extent that a pandemic, epidemic or other outbreak of infectious disease adversely affects our business, results of operations and financial condition, it may also have the effect of exacerbating many of the other risks discussed in this 2023 10-K Report or any of our other periodic reports, which could have a material adverse effect on us and our results of operations.
To the extent that a pandemic, epidemic or other outbreak of infectious disease adversely affects our business, results of operations and financial condition, it may also have the effect of exacerbating many of the other risks discussed in this 2024 10-K Report or any of our other periodic reports, which could have a material adverse effect on us and our results of operations.
Item 1A. Risk Factors You should carefully consider each of the following risks and all the other information contained in this 2023 10-K Report in evaluating us and our common stock. Although the risks are organized by headings, and each risk is discussed separately, many are interrelated.
Item 1A. Risk Factors You should carefully consider each of the following risks and all the other information contained in this 2024 10-K Report in evaluating us and our common stock. Although the risks are organized by headings, and each risk is discussed separately, many are interrelated.
For example, our employees may fail to comply with our policies and procedures, may engage in unauthorized trading activity, may fail to comply with our internal limits on exposure or any applicable statutory or regulatory requirements, or may otherwise make errors in connection with the trading process. These and other risks may result in substantial losses.
Our employees may fail to comply with our policies and procedures, may engage in unauthorized trading activity, may fail to comply with our internal limits on exposure or any applicable statutory or regulatory requirements, or may otherwise make errors in connection with the trading process. These and other risks may result in substantial losses.
In addition, due to the large number of transactions that run through our systems each day, significant system downtime or disruption could have a material impact on our, and in the case of our technology offerings, our customers', ability to conduct business, process and record transactions, make operational and financial decisions or damage our reputation with customers or suppliers, particularly in the event of billing errors or payment delays.
In addition, due to the large number of transactions that run through our systems each day, significant system downtime or disruption could have a material impact on our, and in the case of our technology offerings, our customers', ability to conduct business, process and record transactions, make operational and financial decisions 10 Table of Contents or damage our reputation with customers or suppliers, particularly in the event of billing errors or payment delays.
Similarly, if ours or any of our cloud service providers' access to cloud-based platforms and services is disrupted for any reason and leads to disruptions in our critical systems, our operations and ability to manage our business could be adversely impacted.
Similarly, if ours or any of our business partners' or cloud service providers' access to cloud-based or similar platforms and services is disrupted for any reason and leads to disruptions in our critical systems, our operations and ability to manage our business could be adversely impacted.
Anti-corruption laws generally prohibit us from providing anything of value to foreign officials for the purposes of improperly influencing official decisions or improperly obtaining or retaining business and may also apply to commercial bribery. 19 Table of Contents As part of our business, we operate in countries with a high degree of corruption and frequently interact with state-owned enterprises and government officials.
Anti-corruption laws generally prohibit us from providing anything of value to foreign officials for the purposes of improperly influencing official decisions or improperly obtaining or retaining business and may also apply to commercial bribery. As part of our business, we operate in countries with a high degree of corruption and frequently interact with state-owned enterprises and government officials.
Improper or illegal activities, including those caused by our subcontractors, could also subject us to civil or criminal penalties or administrative sanctions, including contract termination, fines, forfeiture of fees, suspension of 13 Table of Contents payment and suspension or debarment from doing business with government agencies, any of which could materially adversely affect our reputation, business, financial condition or results of operations.
Improper or illegal activities, including those caused by our subcontractors, could also subject us to civil or criminal penalties or administrative sanctions, including contract termination, fines, forfeiture of fees, suspension of payment and suspension or debarment from doing business with government agencies, any of which could materially adversely affect our reputation, business, financial condition or results of operations.
If there is a sudden a significant change in fuel prices, the amount of cash necessary to cover margin calls can be material and impact our liquidity. 11 Table of Contents We are exposed to various risks in connection with trading activities and our use of derivatives, which could have a material adverse effect on our results of operations.
If there is a sudden a significant change in fuel prices, the amount of cash necessary to cover margin calls can be material and impact our liquidity. We are exposed to various risks in connection with trading activities and our use of derivatives, which could have a material adverse effect on our results of operations.
Cybersecurity incidents may arise from employee or contractor error or misuse or unauthorized use of information technology systems or confidential information, to individual attempts to gain unauthorized access to these information systems, to sophisticated cybersecurity attacks, known as advanced persistent threats, any of which may target us directly or indirectly through our customers, suppliers or third-party service providers.
Cybersecurity incidents may arise from employee or contractor error or misuse or unauthorized use of information technology systems or confidential information, individual attempts to gain unauthorized access to these information systems, and sophisticated cybersecurity attacks, known as advanced persistent threats, any of which may impact us directly or indirectly through our customers, suppliers or third-party service providers.
Violations may expose us to criminal or civil penalties, or other adverse consequences including the denial of export privileges, injunctions, asset seizures, debarment from government contracts, and/or revocations or restrictions of licenses. In addition, the costs associated with responding to a government investigation and remediating any violations can be substantial.
Violations may expose us to criminal or civil penalties, or other adverse 19 Table of Contents consequences including the denial of export privileges, injunctions, asset seizures, debarment from government contracts, and/or revocations or restrictions of licenses. In addition, the costs associated with responding to a government investigation and remediating any violations can be substantial.
Sudden and unexpected negative changes in the financial condition of our customers, including insolvency or bankruptcy, could have a negative impact on our sales, make it more difficult to collect on receivables, and may cause us to incur bad debt expense at levels higher than we have historically experienced.
Sudden or unexpected negative changes in the financial condition of our customers, including insolvency or bankruptcy, can have a negative impact on our sales, make it more difficult to collect on receivables, and cause us to incur bad debt expense at levels higher than we have historically experienced.
Despite our efforts to mitigate risks associated with these transactions, we remain subject to substantial energy price and exchange rate risks. Our efforts to hedge our exposure to fluctuations in energy prices and exchange rates may also be ineffective when the prices of historically correlated commodities diverge from their historical correlations.
Despite our efforts to mitigate risks associated with these transactions, we remain subject to substantial energy price and exchange rate risks. 11 Table of Contents Our efforts to hedge our exposure to fluctuations in energy prices and exchange rates may also be ineffective when the prices of historically correlated commodities diverge from their historical correlations.
Furthermore, our credit risk is concentrated in the aviation, land and marine transportation industries, which exposes us to greater risk when there are global impacts to these industries. 8 Table of Contents Our exposure to credit losses depends primarily on the financial condition of our customers and other factors beyond our control.
Furthermore, our credit risk is concentrated in the aviation, land and marine transportation industries, which exposes us to greater risk when there are global impacts to these industries. Our exposure to credit losses depends primarily on the financial condition of our customers and other factors beyond our control.
Although most of our agreements with suppliers provide that we have recourse against them for products that fail to meet contractual specifications, such recourse may be time-barred or otherwise insufficient to adequately cover the liability we may incur and our ability to enforce such recourse may be limited or costly.
Although our agreements with suppliers generally provide that we have recourse against them for products that fail to meet contractual specifications, such recourse may be time-barred or otherwise insufficient to adequately cover the liability we may incur and our ability to enforce such recourse may be limited or costly.
Certain of our customers are affected by variations in demand for business and leisure travel. Business travel can be impacted 9 Table of Contents by increased use of conferencing and collaboration technology, increased remote work and cost-driven business travel limitations, while leisure travel demand can be impacted by reductions in consumer discretionary income and other economic factors.
Certain of our customers are affected by variations in demand for business and leisure travel. Business travel can be impacted by increased use of conferencing and collaboration technology, increased remote work and cost-driven business travel limitations, while leisure travel demand can be impacted by reductions in consumer discretionary income and other economic factors.
Our operations are subject to business interruptions and casualty losses, such as fires, floods and other catastrophic incidents or events; vehicle collisions, injuries and loss of life; spills, discharges, contaminations and other releases; severe damage and destruction of property and equipment; and loss of product and business interruption.
Our operations are subject to business interruptions and casualty losses, such as fires, floods and other catastrophic incidents or events; vehicle collisions, injuries and loss of life; spills, discharges, contaminations and 9 Table of Contents other releases; severe damage and destruction of property and equipment; and loss of product and business interruption.
Laws and regulations relating to environmental protection and occupational safety and health can be particularly complex and can impose strict 18 Table of Contents liability on us for remediation of spills and releases of oil and hazardous substances without regard to whether we were negligent or at fault.
Laws and regulations relating to environmental protection and occupational safety and health can be particularly complex and can impose strict liability on us for remediation of spills and releases of oil and hazardous substances without regard to whether we were negligent or at fault.
In certain markets, we also rely on a single or limited 12 Table of Contents number of suppliers to sell us fuel or provide services on our behalf. We may have limited alternatives if such supplier fails to meet applicable standards or requirements.
In certain markets, we also rely on a single or limited number of suppliers to sell us fuel or provide services on our behalf. We may have limited alternatives if such supplier fails to meet applicable standards or requirements.
Because we offer fuel products and services on a worldwide basis, our business is subject to risks associated with doing business internationally, such as: • trade protection measures and import, export and other licensing requirements, which could increase our costs or prevent us from doing certain business internationally; • higher costs associated with hiring and retaining senior management for overseas operations; • difficulty in staffing and managing widespread operations, which could reduce our productivity; • changes in regulatory requirements, which may be costly and require significant time to implement; • laws that restrict us from repatriating profits earned from our activities within certain foreign countries; • fluctuations in foreign currency exchange rates and severe currency devaluations; • governmental actions that may result in expropriation, the deprivation of our contractual rights or the inability to obtain or retain authorizations required to conduct our business; • political risks, including changes in governments, corruption and uncertain regulatory environments; • changes in multilateral conventions, treaties, tariffs or other arrangements between or among sovereign nations, including, for example, the U.K.'s exit from the E.U., which can increase costs and lead to legal uncertainties and potentially divergent national laws and regulations with regard to tax, licensing and other regulatory rights and obligations; and • terrorism, war, civil unrest, natural disasters and other severe weather-related events.
Our business is subject to risks associated with doing business internationally, such as: • trade protection measures and import, export and other licensing requirements, which could increase our costs or prevent us from doing certain business internationally; • higher costs associated with hiring and retaining senior management for overseas operations; • difficulty in staffing and managing widespread operations, which could reduce our productivity; • changes in regulatory requirements, which may be costly and require significant time to implement; • laws that restrict us from repatriating profits earned from our activities within certain foreign countries; • fluctuations in foreign currency exchange rates and severe currency devaluations; • governmental actions that may result in expropriation, the deprivation of our contractual rights or the inability to obtain or retain authorizations required to conduct our business; • political risks, including changes in governments, corruption and uncertain regulatory environments; • changes in multilateral conventions, treaties, tariffs or other arrangements between or among sovereign nations, including, for example, the United Kingdom's ("U.K.") exit from the E.U., which can increase costs and lead to legal uncertainties and potentially divergent national laws and regulations with regard to tax, licensing and other regulatory rights and obligations; and • terrorism, war, civil unrest, natural disasters and other severe weather-related events.
Conversely, extended periods of low fuel prices, particularly when coupled with low price volatility, can also have an adverse effect on our results of operations and overall profitability. This can occur due to many factors, such as reduced demand for our price risk management products and decreased sales to our customers involved in the oil exploration sector.
Conversely, extended periods of low fuel prices, particularly when coupled with low price volatility, can also have an adverse effect on us. This can occur due to many factors, such as reduced demand for our price risk management products and decreased sales to our customers involved in the oil exploration sector.
Any of the adverse effects described above could damage our brand, competitiveness and ability to conduct our business, impact our credit and risk exposure decisions, cause us to lose customers or revenues, subject us to significant remediation costs, litigation or regulatory actions, fines and penalties, or otherwise have a material adverse effect on our cash flows, financial condition or results of operations.
Any of the adverse effects described above could damage our brand, competitiveness and ability to conduct our business, impact our credit and risk exposure decisions, cause us to lose customers or revenues, subject us to significant remediation costs, litigation or regulatory actions, loss or corruption of data, costs related to remediation or the payment of ransom, fines and penalties, or otherwise have a material and adverse effect on our business, financial condition, results of operations and cash flows.
These include the adoption of cap-and-trade regimes, carbon taxes, trade tariffs, minimum renewable usage requirements, restrictive permitting, increased efficiency standards, and incentives or mandates for renewable energy. In the U.S., various federal, state and local laws and regulations have been enacted relating to GHG emissions.
These efforts have included consideration of cap-and-trade regimes, carbon taxes, trade tariffs, minimum renewable usage requirements, restrictive permitting, increased efficiency standards, and incentives or mandates for renewable energy. In the U.S., various federal, state and local laws and regulations have been enacted relating to GHG emissions.
Accordingly, if the market value of our inventory is less than our average cost and to the extent our hedges are not effective at mitigating fluctuations in prices, we may be required to record a write-down of inventory on hand and incur a non-cash charge or suffer losses as fuel is sold, which could adversely impact our earnings.
Accordingly, if the market value of our inventory is less than our average cost and to the extent our hedges are not effective at mitigating the impacts of price fluctuations, we may be required to record a write-down of inventory on hand and incur a non-cash charge or suffer losses as fuel is sold, which can adversely impact our earnings.
We may therefore incur substantial operating costs as a result of, among other things, hostility-related product losses, utilizing alternate supply routes or increased security requirements, particularly where our facilities are likely to be subject to terrorist activity or extreme weather-related impacts.
We may therefore incur substantial operating costs as a result of, among other things, hostility-related product losses, the need to use alternate supply routes, and increased security requirements, particularly where our facilities are likely to be subject to terrorist activity or extreme weather-related impacts.
Furthermore, any failure to comply with applicable laws and regulations or appropriately resolve these challenges could subject us to administrative, civil or criminal penalties, including fines, penalties, disgorgement, injunctions and damage to our reputation. See Notes 10. Income Taxes and 11. Commitments and Contingencies for additional details regarding certain tax matters.
Furthermore, any failure to comply with applicable laws and regulations or appropriately resolve these challenges could subject us to administrative, civil or criminal penalties, 17 Table of Contents including fines, penalties, disgorgement, injunctions and damage to our reputation. See Notes 11. Income Taxes and 12. Commitments and Contingencies for additional details regarding certain tax matters.
See Part I. Item 1. – Business of this 2023 10-K Report for additional details regarding applicable laws and regulations. Some of our workforce is unionized, and we may face labor disruptions and cost increases that adversely affect our business.
See Part I. Item 1. – Business of this 2024 10-K Report for additional details regarding applicable laws and regulations. 13 Table of Contents Some of our workforce is unionized, and we may face labor disruptions and cost increases that adversely affect our business.
Additionally, in August 2022 the Inflation Reduction Act of 2022 was signed into law, which appropriates significant federal funding for renewable energy initiatives and, for the first time, imposes a fee on GHG emissions from certain facilities in the oil and natural gas sector.
Additionally, in August 2022 the IRA was signed into law, which appropriates significant federal funding for renewable energy initiatives and, for the first time, imposes a fee on GHG emissions from certain facilities in the oil and natural gas sector.
Our effective tax rate is subject to significant variation due to numerous factors, including variability in our pre-tax and taxable income and loss, changes to our corporate structure, changes in the mix of earnings in countries with differing statutory tax rates, foreign currency fluctuations, intercompany transactions, changes in the valuation of deferred tax assets and liabilities, changes in tax laws or in their interpretation or enforcement, and the applicability of tax concessions.
Our effective tax rate is subject to significant variation due to numerous factors, including variability in our pre-tax income and loss, the impact of discrete items and non-deductible expenses, changes to our corporate structure, changes in the mix of earnings in countries with differing statutory tax rates, foreign currency fluctuations, intercompany transactions, changes in the valuation of deferred tax assets and liabilities, changes in tax laws or in their interpretation or enforcement, and the applicability of tax concessions.
Energy and commodity prices are volatile and can be impacted by many factors beyond our control, including: expectations about future supply and demand for petroleum products; oil and gas production levels set and maintained by the Organization of Petroleum Exporting Countries ("OPEC") as well as non-OPEC countries; global economic and political conditions that impact or create uncertainty in the global energy markets, such as the ongoing military conflicts in Eastern Europe and the Middle East, threatened or actual acts of terrorism, war or civil unrest; laws, regulations or taxes related to environmental matters, including those mandating or incentivizing alternative energy sources or otherwise addressing global climate change; energy conservation efforts and technological advances affecting energy consumption or supply; regulatory changes in commodities markets; and extreme weather and other natural disasters.
Energy and commodity prices are volatile and can be impacted by many factors beyond our control, including: expectations about future supply and demand for petroleum products; oil production levels set and maintained by the Organization of the Petroleum Exporting Countries ("OPEC") as well as non-OPEC countries; global economic and political conditions that impact or create uncertainty in the global energy markets, such as the ongoing military conflicts in Eastern Europe and the Middle East, and threatened or actual acts of terrorism, war or civil unrest; the imposition of tariffs in connection with the new administration in the U.S. and retaliatory tariffs in response thereto; laws, regulations or taxes related to environmental matters, including those mandating or incentivizing alternative energy sources or otherwise addressing global climate change; energy conservation efforts and technological 8 Table of Contents advances affecting energy consumption or supply; regulatory changes in commodities markets; and extreme weather and other natural disasters.
Despite our efforts to properly handle and protect this information in compliance with such requirements, our facilities and systems and those of our third-party service providers may be vulnerable to security breaches, theft, misplaced or lost data, and programming, procedural or human errors that may lead to such information being compromised or handled improperly.
Despite our efforts to properly handle and protect this information in compliance with such requirements, our facilities and systems and those of our third-party service providers and business partners may be vulnerable to cybersecurity incidents, security breaches, theft, misplaced or lost data, and programming, technical failures or disruptions, and procedural or human errors that may lead to such information being compromised or handled improperly.
The evolving nature of privacy laws in the U.S., the European Union ("E.U."), Australia, Brazil and other countries where we have operations and customers, could impact our processing of this data, including requiring us to make costly changes to our IT systems to properly handle such data.
The evolving nature of privacy laws in the U.S., the E.U., China, Australia and other jurisdictions where we have operations and customers, could impact our processing of this data, including requiring us to make costly changes to our IT systems to properly handle such data.
Our business could be adversely affected and subject to the risk of disintermediation if our suppliers choose to increase their direct marketing to our customers to compete with us or provide less advantageous price and credit terms to us than to our other competitors.
Our business could be adversely affected and subject to the risk of disintermediation if our suppliers choose to enter or increase their operations in markets in which we compete, increase their direct marketing to our customers to compete with us or provide less advantageous price and credit terms to us than to our other competitors.
For example, several of our supply agreements are with foreign entities, including foreign governments, and are governed by the laws of foreign jurisdictions. We may incur substantial costs in seeking to enforce our rights against a local supplier in a foreign jurisdiction and the ultimate outcome can be unpredictable.
For example, we may enter into supply agreements with foreign entities, including foreign governments, that are subject to the laws of foreign jurisdictions. We may incur substantial costs in seeking to enforce our rights against a local supplier in a foreign jurisdiction and the ultimate outcome can be unpredictable.
For example, as previously disclosed in a Form 8-K filed with the SEC on November 27, 2023, in November 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. See Note 11. Commitments and Contingencies for additional information.
For example, as previously disclosed in a Form 8-K filed with the SEC on November 27, 2023, in November 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 in connection with such bid. See Note 12.
Legal & Regulatory Risks Climate change and the market and regulatory responses relating to GHG emissions could have a significant impact on our business operations and financial results. Climate change continues to attract considerable public and scientific attention in the U.S. and in foreign countries.
Legal & Regulatory Risks Climate change and the market and regulatory responses relating to GHG emissions could have a significant impact on our business operations and financial results. Climate change continues to attract considerable public and scientific attention throughout the world.
Our failure to adequately comply with these requirements could lead to substantial fines, penalties, third-party liability, remediation costs, potential cancellation of existing contracts and the inability to compete for future business.
Our failure to adequately comply with these requirements could lead to substantial fines, penalties, third-party liability, remediation costs, litigation (including class action or commercial litigation), regulatory investigations and actions, potential cancellation of existing contracts and the inability to compete for future business.
We have incurred, and expect to continue incurring, expenses related to the integration of businesses we acquire. The success of our acquisitions depends on our ability to successfully combine our existing business with acquired businesses and realize the anticipated benefits from such acquisitions, including synergies, cost savings, earnings growth, and operational efficiencies.
The success of our acquisitions depends on our ability to successfully combine our existing business with acquired businesses and realize the anticipated benefits from such acquisitions, including synergies, cost savings, earnings growth, and operational efficiencies.
Finally, many of our derivative transactions are not designated as hedges for accounting purposes. Therefore, changes in the fair market value of these derivatives are reflected as a component of revenue or cost of revenue (based on the underlying transaction type) in our Consolidated Statements of Income and Comprehensive Income.
Therefore, changes in the fair market value of these derivatives are reflected as a component of revenue or cost of revenue (based on the underlying transaction type) in our Consolidated Statements of Income and Comprehensive Income.
Certain losses may exceed our insurance coverage limits or be outside the scope of our coverage. If we are held liable for any material damages, and the liability is not adequately covered by insurance, our financial position and results of operations would likely be adversely affected.
If we are held liable for any material damages, and the liability is not adequately covered by insurance, our financial position and results of operations would be adversely affected.
While we seek to obtain contractual protections in our agreements with these providers, we may not have sufficient recourse against these parties in the event they experience a significant cybersecurity attack or other security breach affecting our or our customers' data.
We may not have sufficient recourse against these parties in the event they experience a significant cybersecurity incident or similar attack or other security breach affecting our or our customers' data.
Furthermore, violations could trigger an event of default under our Credit Agreement, which if not waived, could result in the acceleration of any outstanding indebtedness, cause cross-defaults under other agreements to which we are a party, and impair our ability to obtain working capital advances or letters of credit.
Furthermore, violations could trigger an event of default under our Credit Agreement, as defined under "Liquidity and Capital Resources" in Part II, Item 7 of this Annual Report on Form 10-K, which if not waived, could result in the acceleration of any outstanding indebtedness, cause cross-defaults under other agreements to which we are a party (such as certain derivative contracts), and impair our ability to obtain working capital advances or letters of credit.
Any of the foregoing can result in material liabilities that may exceed any applicable insurance coverage or other form of recourse and ultimately, could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Any of the foregoing can result in material liabilities that may exceed any applicable insurance coverage or other form of recourse and ultimately, could have a material adverse effect on our business, financial condition, results of operations and cash flows. 12 Table of Contents We may be unable to successfully integrate our acquisitions or fully realize the anticipated benefits of our acquisitions and other strategic transactions.
We currently maintain insurance to protect us from certain losses arising as a result of cybersecurity incidents, but this insurance may not be sufficient to cover the financial, legal, business or reputational losses that may result from such incidents.
We currently maintain insurance to protect us from certain losses arising as a result of cybersecurity incidents, but this insurance may not be sufficient to cover the financial, legal, business or reputational losses that may result from such incidents and there is no guarantee that such coverage will continue to be available on commercially reasonable terms or at all.
Our business depends on the availability and supply of fuel and fuel-related products, as well as the satisfactory performance of services by us or third parties on our behalf.
If we fail to provide products or services to our customers as agreed, it could adversely affect our business. Our business depends on the availability and supply of fuel and fuel-related products, as well as the satisfactory performance of services by us or third parties on our behalf.
If the price of aviation jet fuel at a specific location diverges from historical correlations, our attempts to mitigate price risk associated with our aviation business may not be effective.
If the price of aviation jet fuel at a specific location diverges from historical correlations, our attempts to mitigate price risk associated with our aviation business may not be effective. We may, as a component of our overall business strategy, increase or decrease from time to time our use of such hedging transactions.
Additional changes in regulatory policies or any adverse publicity in the global marketplace about our potential impact on climate change or the impact of other companies in our industry could also lead to a reduction in the demand for products that are deemed to contribute to GHGs, harm our reputation and adversely impact our sales of fuel products.
The more prevalent these vehicles become as a result of governmental incentives or regulations, technological advances, consumer demand, improved pricing or otherwise, the greater the potential negative impact on pricing and demand for our fuel products and accordingly, our profitability. 16 Table of Contents Additional changes in regulatory policies or any adverse publicity in the global marketplace about our potential impact on climate change or the impact of other companies in our industry could also lead to a reduction in the demand for products that are deemed to contribute to GHGs, harm our reputation and adversely impact our sales of fuel products.
Industry developments, such as fuel price transparency, procurement technology tools, increased regulation and increasing customer sophistication may, over time, reduce demand for our services and thereby exacerbate the risks associated with competition.
Industry developments, such as fuel price transparency, procurement technology tools, increased regulation and increasing customer sophistication may, over time, reduce demand for our services and thereby exacerbate the risks associated with competition. In addition, we rely on a single or limited number of suppliers for the provision of fuel and related products and services in certain markets.
The occurrence of any of these events could also damage our reputation, which could adversely affect our business, whether or not we are ultimately held financially liable for such event. While we keep business continuity plans to address these types of contingencies, our failure to timely or properly implement these plans could exacerbate the impact on the business.
The occurrence of any of these events could also damage our reputation, which could adversely affect our business, whether or not we are ultimately held financially liable for such event.
In connection with our offering of Convertible Notes in June 2023, we entered into bond hedge transactions with multiple financial institutions, which increased the effective conversion price of the Convertible Notes to approximately $40.14 (from the nominal conversion price of $28.43).
We are subject to counterparty risk with respect to the bond hedge transactions which serve to mitigate the dilutive impact of our Convertible Notes. In connection with our offering of Convertible Notes in June 2023, we entered into bond hedge transactions with multiple financial institutions, which increased the effective conversion price of the Convertible Notes.
Furthermore, the enforceability of our transactions may depend on our compliance with applicable statutory, commodity and other regulatory requirements, which if violated could lead to our derivative transaction being voided, as well as penalties and fines. The impact of any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Commitments and Contingencies for additional information. Furthermore, the enforceability of our transactions may depend on our compliance with applicable statutory, commodity and other regulatory requirements, which if violated could lead to our derivative transaction being voided, as well as penalties and fines.
Adverse changes in our payment terms from principal suppliers, including shortened payment cycles or requiring prepayment, could impact our liquidity, business, results of operations and cash flows. 14 Table of Contents Certain of the agreements governing our credit arrangements impose certain operating and/or financial covenants on us, which, among other things, restrict our ability to pay dividends or make certain other restricted payments, incur additional debt, create liens and sell a material amount of assets.
Certain of the agreements governing our credit arrangements impose certain operating and/or financial covenants on us, which, among other things, restrict our ability to pay dividends or make certain other restricted payments, incur additional debt, create liens and sell a material amount of assets.
Since the fair market value of these derivatives is marked to market at the end of each quarter, changes in the value of our derivative instruments because of gains or losses may cause our earnings to fluctuate from period to period. If we fail to provide products or services to our customers as agreed, it could adversely affect our business.
Since the fair market value of these derivatives is marked to market at the end of each quarter, changes in the value of our derivative instruments because of gains or losses may cause our earnings to fluctuate from period to period, and such fluctuation may be significant.
The data that we collect may be vulnerable to breach, loss or misuse, and our handling of such data may be impacted by changes in data privacy and protection laws and regulations, which could increase operational costs or result in regulatory penalties or litigation.
Although the ultimate impact of any regulations is difficult to predict accurately, the occurrence of any of the foregoing could have an adverse effect on our business or on the businesses of our customers. 18 Table of Contents The data that we collect may be vulnerable to cybersecurity incidents, breach, loss or misuse, and our handling of such data may be impacted by changes in data privacy and protection laws and regulations, which could increase operational costs or result in regulatory penalties or litigation.
For example, we have benefited from an income tax concession in Singapore since 2008, which reduces the income tax rate on qualified sales and derivative gains and losses. We renewed the concession for an additional five-year period beginning January 1, 2023.
For example, we currently benefit from an income tax concession in Singapore, which reduces the income tax rate on qualified sales and derivative gains and losses. We renewed the concession for an additional five-year period beginning January 1, 2023. The concession remains conditioned upon our meeting certain employment and investment thresholds which, if not met, may eliminate the benefit.
However, the direction of future U.S. climate change regulations is difficult to predict given the potential for policy changes under different Presidential administrations and Congressional leadership.
However, the direction of future U.S. climate change regulations is difficult to predict given the potential for policy changes under different Presidential administrations and changing Congressional leadership. It is unclear the extent to which any new environmental laws or regulations, or any repeal of existing environmental laws or regulations, will impact our business or that of our customers.
There have also been significant governmental incentives and consumer pressures to increase the use of alternative fuels in the U.S. and throughout the world. Automotive, industrial and power generation manufacturers 16 Table of Contents are developing more fuel-efficient engines, hybrid engines and alternative clean power systems.
There have also been significant governmental incentives and consumer pressures to increase the use of alternative fuels. Automotive, industrial and power generation manufacturers are developing more fuel-efficient engines, hybrid engines and alternative clean power systems. Several automobile manufacturers have announced goals to substantially increase the proportion of their new vehicle sales from battery electric, fuel cell and plug-in hybrid vehicles.
Similarly, the California Consumer Privacy Act grants certain rights to California residents with respect to their personal data and requires that companies take or refrain from taking certain actions.
Similarly, the California Consumer Privacy Act grants certain rights to California residents with respect to their personal data and requires that companies take or refrain from taking certain actions. Several other U.S. states have enacted similar data privacy legislation, and additional states have passed or are considering additional privacy laws that are expected to take effect in the near future.
Our failure or inability to comply with these requirements, including financial ratios or other covenants, could limit the availability under our Credit Facility or result in an event of default.
Our failure or inability to comply with these requirements, including financial ratios or other covenants, could limit the availability under our Credit Facility, as 14 Table of Contents defined under "Liquidity and Capital Resources" in Part II, Item 7 of this Annual Report on Form 10-K, or result in an event of default.
Finally, the potential physical impacts of climate change on our operations are highly uncertain and vary amongst the geographic areas in which we operate. These may include changes in rainfall and storm patterns and intensities, hurricanes, changing sea levels, and changing temperatures that may impact the seasonality of our business, such as our heating oil business in the U.K.
These may include changes in rainfall and storm patterns and intensities, hurricanes, changing sea levels, and changing temperatures that may impact the seasonality of our businesses, such as our natural gas business in North America and our heating oil business in the U.K.
We may be unable to successfully integrate our acquisitions or fully realize the anticipated benefits of our acquisitions and other strategic transactions. As part of our business strategy, we may pursue acquisition and other strategic transactions. The integration of acquired businesses with our existing business can be complex, costly and time-consuming.
From time to time, we may pursue acquisitions and other strategic transactions. The integration of acquired businesses with our existing business can be complex, costly and time-consuming. We have incurred, and expect to continue incurring, expenses related to the integration of businesses we acquire.
Cybersecurity incidents can also affect third-party networks outside of our control that are required to operate trading platforms, pipelines, and other infrastructure we rely on to conduct our business. For example, in 2021, Colonial Pipeline Company temporarily shut down its pipeline system following a ransomware attack on its systems.
Cybersecurity incidents can also affect third-party networks outside of our control that are required to operate trading platforms, pipelines, and other infrastructure we rely on to conduct our business, together with the financial systems we rely upon to send and receive funds throughout the world.
Cybersecurity attacks are increasing in number, attackers are increasingly organized and well-financed, and at times supported by state-sponsored actors, and attacks often target critical infrastructure. Cybersecurity incidents can remain undetected for a period of time despite efforts to detect and respond to them in a timely manner.
Cybersecurity incidents can remain undetected for a period of time despite efforts to detect and respond to them in a timely manner.
Our reliance on email transmissions over public networks also exposes us to risks associated with the failure of our employees, customers, business partners and other third parties to use appropriate controls to protect sensitive information, due to risks associated with social engineering (e.g., phishing and impersonation), fraud and email 10 Table of Contents scams.
While these incidents did not have a material adverse impact on us, future cyberattacks, incidents and disruptions affecting the banking, transportation, or other industries, or pipelines and other critical fuel delivery infrastructure, could significantly impact us We are also exposed to risks associated with the failure of our employees, customers, business partners and other third parties to use appropriate controls to protect sensitive information, due to risks associated with social engineering (e.g., phishing and impersonation), fraud and email scams.
Ongoing developments regarding the projects by the Organisation for Economic Co-operation and Development ("OECD") including global minimum tax and other initiatives, could adversely affect our worldwide effective tax rate. Countries have begun the process to introduce the OECD model rules on a global minimum tax and other OECD initiatives into their tax 17 Table of Contents regimes.
Countries have begun the process to introduce the OECD model rules on a global minimum tax and other OECD initiatives into their tax regimes.
For example, the impact of discrete items and non-deductible expenses on our effective tax rate is greater when our pre-tax income is lower. Tax rates in the various jurisdictions in which we and our subsidiaries are organized and conduct operations may also change significantly because of political or economic factors beyond our control.
Tax rates in the various jurisdictions in which we and our subsidiaries are organized and conduct operations may also change significantly because of political or economic factors beyond our control. Ongoing developments regarding the projects by the Organisation for Economic Co-operation and Development ("OECD") including global minimum tax and other initiatives, could adversely affect our worldwide effective tax rate.
Removed
You should not interpret the disclosure of any risk factor to imply that the risk has not already materialized.
Added
While we keep business continuity plans to address these and other types of contingencies, our failure to timely or properly implement our business continuity plans could exacerbate the impact on the business. Certain losses may exceed our insurance coverage limits or be outside the scope of our coverage.
Removed
While this shutdown did not have a material adverse impact on us or our operations, future cyberattacks affecting pipelines or other critical fuel delivery infrastructure could significantly impact our ability to procure supply or deliver our fuel products to customers.
Added
If any of our third-party insurers fail, become insolvent, cancel our coverage or otherwise are unable to provide us with adequate insurance coverage, or we are unable to renew our insurance coverage on reasonable terms, then our overall risk exposure and our operational expenses would increase.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThis commitment begins with our Board of Directors, which plays a key role in providing oversight of our business practices and related risks, while remaining informed as we evolve and new risks emerge over time. 20 Table of Contents Governance – Roles of our Board of Directors and Management Our Board has delegated both the Audit Committee and Technology & Operations Committee with responsibility for monitoring and oversight of the information technology and cybersecurity components of our risk assessment and risk management programs.
Biggest changeThis commitment begins with our Board of Directors, which plays a key role in providing oversight of our business practices and related risks, while remaining informed as we evolve and new risks emerge over time.
We have strategically integrated cybersecurity risk management into our broader enterprise risk management program to ensure cybersecurity risks are identified, evaluated and addressed alongside our operational objectives.
Cybersecurity Risk Management & Strategy We have strategically integrated cybersecurity risk management into our broader enterprise risk management program to ensure cybersecurity risks are identified, evaluated and addressed alongside our operational objectives.
Our CISO, together with our CIO and other members of the senior leadership in our information technology organization, also provide the Audit Committee and Technology & Operations Committee with regular updates on at least a quarterly basis, and more often as needed.
Our CISO, together with our CIO and other members of the senior leadership in our information technology organization, also provide the Audit Committee and Technology & Operations Committee with these updates on at least a quarterly basis, and more often as needed.
Our Chief Information Officer ("CIO") and our Chief Information Security Officer ("CISO") are responsible for our company’s overall information security activities and cyber risk programs. Our CISO reports to the CIO and leads our cyber and data-related incident response activities. Our current CIO and CISO each have more than 25 years of experience in the digital and information technology field.
Our Chief Information Officer ("CIO") and our Chief Information Security Officer ("CISO") are responsible for our company’s overall information security activities and cyber risk programs. Our CISO reports to the CIO and leads our cyber and data-related incident response activities. Our current CIO and CISO have more than 40 years of combined experience in the digital and information technology field.
The independent directors comprising our Audit Committee and our Technology & Operations Committee: • regularly review our cybersecurity and related information technology risks, controls and procedures, including data protection and privacy and our plans to mitigate cybersecurity risks and to respond to data breaches; • provide expertise and insight regarding technology and operations systems and processes that relate to or affect our internal control systems, information security, data protection and privacy, fraud and cybersecurity risks; and • assist management in developing our risk management methodologies and the steps taken to identify, monitor and control such exposures.
The independent directors comprising our Audit Committee and our Technology & Operations Committee: • regularly review our cybersecurity and related information technology risks, controls and procedures, including data protection and privacy and our plans to mitigate cybersecurity risks and to respond to cybersecurity incidents; • oversee technology and operations processes that relate to or affect our internal control systems, information security, data protection and privacy, fraud and cybersecurity risks; and, • assist management in developing our risk management methodologies and the steps taken to identify, monitor and control such exposures.
We have a cross-functional approach to addressing cybersecurity risk, with our information technology, legal, and internal audit functions regularly presenting to the Audit Committee and Technology & Operations Committee on key cybersecurity topics.
We have a cross-functional approach to addressing cybersecurity risk, with our information technology, legal, and internal audit functions regularly presenting to the Audit Committee and Technology & Operations Committee on key 20 Table of Contents cybersecurity topics.
Our cybersecurity policies, standards, processes, and practices are robust and comprehensive, aligning with the National Institute of Standards and Technology ("NIST") Cybersecurity Framework. We have achieved ISO 27001 certification, demonstrating our commitment to security. Our cybersecurity program also includes a detailed control catalog that maps to several other frameworks, providing a broad and thorough approach to managing cyber risks.
Our cybersecurity policies, standards, processes, and practices are designed to align with the National Institute of Standards and Technology ("NIST") Cybersecurity Framework. We have achieved ISO 27001 certification. Our cybersecurity program also includes a detailed control catalog that maps to several other frameworks, providing a broad approach to managing cyber risks.
While we maintain cybersecurity insurance, the costs related to cybersecurity threats or disruptions may not be fully insured. See Item 1A. – Risk Factors for a discussion of cybersecurity risks.
While we maintain cybersecurity insurance, the costs related to cybersecurity threats or cybersecurity incidents may not be fully insured. See Item 1A. – Risk Factors for additional information regarding cybersecurity threats.
In addition, training and awareness campaigns continue throughout the year, where we employ various methods such as conducting mock phishing tests, live training sessions and informational articles. 21 Table of Contents Data Privacy As a global company, we are also committed to respecting individual privacy and complying with applicable data privacy laws throughout the world, such as the European Union’s General Data Protection Regulation ("GDPR"), UK Data Protection Act and the California Consumer Privacy Act ("CCPA").
As a global company, we are also committed to respecting individual privacy and complying with applicable data privacy laws throughout the world, such as the European Union’s General Data Protection Regulation ("GDPR"), U.K. Data Protection Act and the California Consumer Privacy Act ("CCPA").
We proactively conduct internal vulnerability scans, penetration tests, and breach simulation exercises, reinforcing our controls and our readiness to respond to potential threats. Recognizing the complexity and evolving nature of cybersecurity threats, we regularly engage with a range of external experts, including cybersecurity consultants, auditors and advisers, in evaluating and testing our risk management systems.
Recognizing the complexity and evolving nature of cybersecurity threats, we regularly engage with a range of external experts, including cybersecurity consultants, auditors and advisers, in evaluating and testing our risk management systems. Our collaboration with these third parties includes cybersecurity audits and testing, threat assessments and tabletop exercises, along with regular consultation on security enhancements.
Our collaboration with these third parties includes cybersecurity audits and testing, threat assessments and tabletop exercises, along with regular consultation on security enhancements. We have implemented processes designed to mitigate risks related to data breaches or other security incidents originating from third parties.
We have implemented processes designed to mitigate risks related to data breaches or other security incidents originating from third parties. With our vendors, we conduct security assessments of key third-party providers before engagement and maintain ongoing monitoring to ensure their compliance with our cybersecurity standards.
Removed
Cybersecurity Risk Management & Strategy We define a cybersecurity event as any anomalous activity on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity or availability of our information systems or any information residing therein.
Added
Governance – Roles of our Board of Directors and Management Our Board has delegated both the Audit Committee and Technology & Operations Committee with responsibility for monitoring and oversight of the information technology and cybersecurity components of our risk assessment and risk management programs.
Removed
With our vendors, we conduct thorough security assessments of key third-party providers before engagement and maintain ongoing monitoring to ensure their compliance with our cybersecurity standards. Through our cybersecurity training program, employees and contractors are provided with cybersecurity training upon hire and thereafter on an annual basis.
Added
However, we use NIST and other cybersecurity frameworks solely as a guide to help us identify, assess and manage cybersecurity risks relevant to our business. We conduct internal vulnerability scans, penetration tests, and breach simulation exercises, reinforcing our controls and our readiness to respond to potential threats.
Removed
To that end, to protect our data, including personal data, we maintain comprehensive information security and data privacy programs, with a balanced portfolio of defenses designed to prevent, detect and respond to cybersecurity threats. Notwithstanding our cybersecurity efforts, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us.
Added
Through our cybersecurity training program, employees and contractors are provided with cybersecurity training upon hire and thereafter on an annual basis. In addition, training and awareness campaigns continue throughout the year, where we employ various methods such as conducting mock phishing tests, live training sessions and informational articles.
Added
Based on the information we have as of the date of this Form 10-K, we do not believe any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAs of February 16, 2024, the majority of our principal properties are leased on commercially reasonable terms and we do not anticipate that we will experience difficulty in renewing or replacing any leases upon expiration in any material respect.
Biggest changeAs of February 21, 2025, the majority of our principal properties are leased on commercially reasonable terms and we do not anticipate that we will experience difficulty in renewing or replacing any leases upon expiration in any material respect.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

3 edited+0 added−1 removed2 unchanged
Biggest changeWe 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 administrative claims.
Biggest changeCommitments and Contingencies for additional details regarding certain tax matters. 21 Table of Contents 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 administrative claims.
However, any adverse resolution of one or more such claims, complaints or proceedings during a particular reporting period could have a material adverse effect on our Consolidated Financial Statements or disclosures for that period. See Note 11. Commitments and Contingencies for additional information. Item 4. Mine Safety Disclosures Not applicable. 22 Table of Contents PART II
However, any adverse resolution of one or more such claims, complaints or proceedings during a particular reporting period could have a material adverse effect on our Consolidated Financial Statements or disclosures for that period. See Note 12. Commitments and Contingencies for additional information. Item 4. Mine Safety Disclosures Not applicable. 22 Table of Contents PART II
Item 3. Legal Proceedings From time to time, we are under review by the IRS and various other domestic and foreign tax authorities with regards to income tax and indirect tax matters and are involved in various inquiries, audits, challenges and litigation in a number of countries, and the amounts under controversy may be material. See Notes 10.
Item 3. Legal Proceedings From time to time, we are under review by the IRS and various other domestic and foreign tax authorities with regards to income tax and indirect tax matters and are involved in various inquiries, audits, challenges and litigation in a number of countries, and the amounts under controversy may be material. See Notes 11.
Removed
Income Taxes and 11. Commitments and Contingencies for additional details regarding certain tax matters.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe cumulative return includes reinvestment of dividends. 23 Table of Contents Issuer Purchases of Equity Securities The following table presents information with respect to repurchases of common stock made by us during the periods presented (in thousands, except average price paid per share): Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) 10/1/2023 - 10/31/2023 — $ — — $ 147,053 11/1/2023 - 11/30/2023 511 19.65 511 $ 137,002 12/1/2023 - 12/31/2023 1 20.00 1 $ 136,986 Total 512 $ 19.65 512 $ 136,986 (1) In March 2020, the Board approved a stock repurchase program authorizing $200.0 million in common stock repurchases (the "2020 Repurchase Program").
Biggest changeThe cumulative return includes reinvestment of dividends. 23 Table of Contents Issuer Purchases of Equity Securities The following table presents information with respect to repurchases of common stock made by us during the periods presented (in thousands, except average price paid per share): Period Total Number of Shares Purchased Average Price Paid Per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2) 10/1/2024 - 10/31/2024 473 $ 30.18 473 $ 265,325 11/1/2024 - 11/30/2024 489 27.97 489 $ 251,631 12/1/2024 - 12/31/2024 520 28.13 520 $ 236,986 Total 1,482 $ 28.73 1,482 $ 236,986 (1) The average price paid per share excludes the impact of the 1% Federal excise tax owed pursuant to the IRA.
As of February 16, 2024, there were 72 shareholders of record of our common stock. Stock Performance This graph compares the total shareholder return on our common stock with the total return on the Russell 2000 Index and the S&P 500 Energy Index for the five‑year period from December 31, 2018 through December 31, 2023.
As of February 21, 2025, there were 72 shareholders of record of our common stock. Stock Performance This graph compares the total shareholder return on our common stock with the total return on the Russell 2000 Index and the S&P 500 Energy Index for the five‑year period from December 31, 2019 through December 31, 2024.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is traded on the New York Stock Exchange ("NYSE") under the symbol WKC. As of December 29, 2023, the closing price of our stock on the NYSE was $22.78.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is traded on the New York Stock Exchange ("NYSE") under the symbol WKC. As of December 31, 2024, the closing price of our stock on the NYSE was $27.51.
The timing and amount of shares of common stock to be repurchased under the 2020 Repurchase Program will depend on market conditions, share price, securities law and other legal requirements and factors. For information on repurchases of common stock for the first three quarters of 2023, see the corresponding Quarterly Reports on Form 10-Q. Item 6. [Reserved]
The timing and amount of our repurchases will depend on market conditions, share price, securities law and other legal requirements and factors. For information on repurchases of common stock for the first three quarters of 2024, see the corresponding Quarterly Reports on Form 10-Q. Item 6. [Reserved]
Our repurchase program does not require a minimum number of shares of common stock to be purchased, has no expiration date, and may be suspended or discontinued at any time. As of December 31, 2023, approximately $137.0 million remains available for purchase under the 2020 Repurchase Program.
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.
Added
(2) On March 16, 2020, we announced that our Board approved a stock repurchase program authorizing $200.0 million in common stock repurchases. On September 9, 2024, we announced that our Board approved an additional stock repurchase program authorizing $200.0 million in common stock repurchases.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

69 edited+24 added−20 removed53 unchanged
Biggest changeThe increase in gross profit discussed above was partially offset by a $19.3 million increase in operating expenses primarily driven by higher headcount-related compensation costs and general and administrative expenses to support the increased level of operating activity, as well as asset impairment and restructuring charges recognized during the year ended December 31, 2023. 27 Table of Contents Land Segment Results of Operations The following provides a summary of the land segment results of operations for the periods indicated (in millions, except price per gallon): For the Year Ended December 31, 2023 2022 Change Revenue $ 15,189.9 $ 19,283.7 $ (4,093.8) Gross profit 399.8 475.9 (76.1) Operating expenses 359.7 350.3 9.4 Income from operations $ 40.1 $ 125.6 $ (85.5) Operational metrics: Land segment volumes (gallons) (1) 6,237.6 6,166.2 71.4 Land segment average price per gallon $ 2.44 $ 3.13 $ (0.69) (1) Includes gallons and gallon equivalents of British Thermal Units (BTU) for our natural gas sales and Kilowatt Hours (kWh) for our power business.
Biggest changeLand Segment Results of Operations The following provides a summary of the land segment results of operations for the periods indicated (in millions, except price per gallon): For the Year Ended December 31, 2024 2023 Change Revenue $ 12,811.7 $ 15,189.9 $ (2,378.2) Gross profit 384.4 399.8 (15.4) Operating expenses 343.4 359.7 (16.4) Income from operations $ 41.1 $ 40.1 $ 1.0 Operational metrics: Land segment volumes (gallons) (1) 6,078.1 6,237.6 (159.5) Land segment average price per gallon $ 2.11 $ 2.44 $ (0.33) (1) Includes gallons and gallon equivalents of British Thermal Units (BTU) for our natural gas sales and Kilowatt Hours (kWh) for our power business.
See "We extend credit to many of our customers in connection with their purchase of fuel and services from us, and our business, financial condition, results of operations and cash flows will be adversely affected if we are unable to collect accounts receivable," "Changes in the market prices of energy and commodities may have a material adverse effect on our business," "Our business depends on our ability to adequately finance our capital requirements and fund our investments, which, if not available to us, would impact our ability to conduct our operations," "Significant inflation and higher interest rates may adversely affect our business and financial condition," and "Our derivative transactions with customers, suppliers, merchants and financial institutions expose us to price and credit risks, which could have a material adverse effect on our business" in Item 1A. – Risk Factors within this 2023 10-K Report.
See "We extend credit to many of our customers in connection with their purchase of fuel and services from us, and our business, financial condition, results of operations and cash flows will be adversely affected if we are unable to collect accounts receivable," "Changes in the market prices of energy and commodities may have a material adverse effect on our business," "Our business depends on our ability to adequately finance our capital requirements and fund our investments, which, if not available to us, would impact our ability to conduct our operations," "Significant inflation and higher interest rates may adversely affect our business and financial condition," and "Our derivative transactions with customers, suppliers, merchants and financial institutions expose us to price and credit risks, which could have a material adverse effect on our business" in Item 1A. – Risk Factors within this 2024 10-K Report.
Future market volatility, generally, and any persistent weakness in global energy markets may adversely affect our ability to access capital and credit markets or to obtain funds at reasonable interest rates or on other advantageous terms.
Market volatility, generally, and any persistent weakness in global energy markets may adversely affect our ability to access capital and credit markets or to obtain funds at reasonable interest rates or on other advantageous terms.
Some factors that may cause our results to differ materially from the results and events anticipated or implied by such forward-looking statements are described in Item 1A. – Risk Factors and in Item 1. – Business under the section titled "Forward-Looking Statements." We have elected to omit discussion on the earliest of the three years covered by the Consolidated Financial Statements presented in this 2023 10‑K Report.
Some factors that may cause our results to differ materially from the results and events anticipated or implied by such forward-looking statements are described in Item 1A. – Risk Factors and in Item 1. – Business under the section titled "Forward-Looking Statements." We have elected to omit discussion on the earliest of the three years covered by the Consolidated Financial Statements presented in this 2024 10‑K Report.
See Note 7. Debt, Interest Income, Expense, and Other Finance Costs for additional information. Other Credit Lines. Additionally, 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.
See Note 8. Debt, Interest Income, Expense, and Other Finance Costs for additional information. Other Credit Lines. Additionally, 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.
The net cash used in financing activities in 2023 was primarily attributable to payments of deferred consideration related to prior acquisitions of $62.9 million and repurchases of common stock of $60.1 million and dividend payments of $34.0 million, partially offset by net borrowings of $47.4 million The net borrowings of $47.4 million were primarily driven by $350.0 million proceeds from the issuance of the Convertible Notes and $53.3 million proceeds from secured borrowings associated with the transfer of transaction taxes, as discussed in Note 7.
Net cash used in financing activities in 2023 was primarily attributable to payments of deferred consideration related to prior acquisitions of $62.9 million, repurchases of common stock of $60.1 million, and dividend payments of $34.0 million, partially offset by net borrowings of $47.4 million, driven by proceeds of $350.0 million from the issuance of the Convertible Notes and proceeds of $53.3 million from secured borrowings associated with the transfer of transaction taxes, as discussed in Note 8.
Sources of Liquidity and Factors Impacting Our Liquidity Our liquidity, consisting principally of cash and availability under our Credit Facility, fluctuates based on a number of factors, including the timing of receipts from our customers and payments to our suppliers, changes in fuel prices, as well as our financial performance.
Sources of Liquidity and Factors Impacting Our Liquidity Our liquidity, consisting principally of cash and availability under our Credit Facility, as described below, fluctuates based on a number of factors, including the timing of receipts from our customers and payments to our suppliers, changes in fuel prices, as well as our financial performance.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with the accompanying Consolidated Financial Statements and Notes thereto appearing within Part IV. Item 15. – Notes to the Consolidated Financial Statements in this 2023 10‑K Report.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with the accompanying Consolidated Financial Statements and Notes thereto appearing within Part IV. Item 15. – Notes to the Consolidated Financial Statements in this 2024 10‑K Report.
Critical Accounting Estimates Management's discussion and analysis of our financial condition and results of operations are based upon our Consolidated Financial Statements included in this 2023 10‑K Report, which has been prepared in accordance with U.S. GAAP.
Critical Accounting Estimates Management's discussion and analysis of our financial condition and results of operations are based upon our Consolidated Financial Statements included in this 2024 10‑K Report, which has been prepared in accordance with U.S. GAAP.
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 will be subject to adjustment upon the occurrence of certain events but will not be adjusted for 29 Table of Contents accrued and unpaid interest.
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, but will not be adjusted for accrued and unpaid interest.
We also have accounts receivable programs under RPAs that allow us to sell a specified amount of qualifying accounts receivable and receive cash consideration equal to the total balance, less an associated fee, which varies based on the outstanding accounts receivable at any given time.
We also have accounts receivable programs under receivables purchase agreements ("RPAs") that allow us to sell a specified amount of qualifying accounts receivable and receive cash consideration equal to the total balance, less an associated fee, which varies based on the outstanding accounts receivable at any given time.
The net cash used in investing activities in 2023 was primarily driven by capital expenditures of $87.6 million and cash paid for the acquisition of a business of $13.7 million, which was partially offset by proceeds received from the sale of a business of $9.3 million.
Net cash used in investing activities in 2023 was principally driven by capital expenditures of $87.6 million and cash paid for the acquisition of a business of $13.7 million, which was partially offset by proceeds received from the sale of a business of $9.3 million. Financing Activities.
As of December 31, 2023, the assumptions used, particularly the expected growth rates, the profitability embedded in the projected cash flow provided by our legacy and newly acquired businesses, the discount rate and the market-based multiples, were defined on available information considering current market volatility and geopolitical risks.
As of December 31, 2024, the assumptions used, particularly the expected growth rates, the profitability embedded in the projected cash flow provided by our legacy and newly acquired businesses, the discount rate, and the market-based multiples, were defined based on available information as of the testing date considering current market volatility and geopolitical risks.
Fair Value Measurements for additional information. (4) We have fixed purchase commitments associated with our risk management program, as well as a purchase contract, that runs through 2026, under which we agreed to purchase annually between 1.9 million barrels and 2.0 million barrels of aviation fuel at future market prices. See Note 11. Commitments and Contingencies for additional information.
Fair Value Measurements for additional information. (4) We have fixed purchase commitments associated with our risk management program, as well as a purchase contract, that runs through 2026, under which we agreed to purchase annually 2.0 million barrels of aviation fuel at future market prices. See Note 12. Commitments and Contingencies for additional information.
See Note 7. Debt, Interest Income, Expense, and Other Finance Costs for additional information. (2) 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. See Note 13. Leases for additional information.
See Note 8. Debt, Interest Income, Expense, and Other Finance Costs for additional information. (2) 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. See Note 14. Leases for additional information.
We rely on credit arrangements with banks, suppliers and other parties as an important source of liquidity for capital requirements not satisfied by our operating cash flow.
We rely on credit arrangements with banks, suppliers and other parties as important sources of liquidity for capital requirements not satisfied by our operating cash flow.
Refer to Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations located in our Form 10-K for the fiscal year ended December 31, 2022 (herein incorporated by reference), filed with the SEC on February 24, 2023 ("2022 10-K Report"), for management's discussion of the fiscal year ended December 31, 2021.
Refer to Item 7. – Management’s Discussion and Analysis of Financial Condition and Results of Operations located in our Form 10-K for the fiscal year ended December 31, 2023 (herein incorporated by reference), filed with the SEC on February 23, 2024, for management's discussion of the fiscal year ended December 31, 2022.
A majority of these letters of credit expire within one year from their issuance and expired letters of credit are renewed as needed. As of December 31, 2023, we had issued letters of credit and bank guarantees totaling $575.2 million under our Credit Facility and other uncommitted credit lines. Surety Bonds.
A majority of these letters of credit expire within one year from their issuance and expired letters of credit are renewed as needed. As of December 31, 2024, we had issued letters of credit and bank guarantees totaling $378.0 million under our Credit Facility and other uncommitted credit lines. Surety Bonds.
We had outstanding bonds that were executed in order to satisfy various security requirements of $71.9 million as of December 31, 2023. 31 Table of Contents Cash Flows The following table reflects the major categories of cash flows (in millions). For additional details, please see the Consolidated Statements of Cash Flows.
We had outstanding bonds that were executed in order to satisfy various security requirements of $65.8 million as of December 31, 2024. 31 Table of Contents Cash Flows The following table reflects the major categories of cash flows (in millions). For additional details, please see the Consolidated Statements of Cash Flows.
As of December 31, 2023 and 2022, our outstanding letters of credit and bank guarantees under these credit lines totaled $437.1 million and $523.1 million, respectively. Receivables Purchase Agreements.
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. Receivables Purchase Agreements.
In 2024, we expect our capital expenditures to be generally consistent with the year ended December 31, 2023. Unrecognized Income Tax Liabilities. As of December 31, 2023, we have recorded gross liabilities for unrecognized income tax benefits ("Unrecognized Tax Liabilities"), including penalties and interest, of $106.4 million.
In 2025, we expect our capital expenditures to be generally consistent with the year ended December 31, 2024. Unrecognized Income Tax Liabilities. As of December 31, 2024, we have recorded gross liabilities for unrecognized income tax benefits ("Unrecognized Tax Liabilities"), including penalties and interest, of $90.8 million.
Based on the information currently available, we believe that our cash and cash equivalents as of December 31, 2023 and available funds from our Credit Facility, as described below, together with cash flows generated by operations, are sufficient to fund our working capital and capital expenditure requirements for at least the next twelve months. Convertible Notes.
Based on the information currently available, we believe that our cash and cash equivalents as of December 31, 2024 and available funds from our Credit Facility, together with cash flows generated by operations, are sufficient to fund our working capital and capital expenditure requirements for at least the next twelve months after the financial statements are issued. Convertible Notes.
Non-Operating Income (Expenses), net. For the year ended December 31, 2023, we had net non-operating expense of $131.3 million, compared to net non-operating expense of $128.1 million for the year ended December 31, 2022.
For the year ended December 31, 2024, we had net non-operating expense of $115.1 million, compared to net non-operating expense of $131.3 million for the year ended December 31, 2023.
For the Years Ended December 31, 2023 2022 2021 Net cash provided by (used in) operating activities $ 271.3 $ 138.5 $ 173.2 Net cash provided by (used in) investing activities (101.1) (724.9) (58.3) Net cash provided by (used in) financing activities (152.4) 237.3 (113.6) Operating Activities.
For the Years Ended December 31, 2024 2023 2022 Net cash provided by (used in) operating activities $ 259.9 $ 271.3 $ 138.5 Net cash provided by (used in) investing activities 64.5 (101.1) (724.9) Net cash provided by (used in) financing activities (230.6) (152.4) 237.3 Operating Activities.
For the year ended December, 31 2023, net cash provided by operating activities was $271.3 million, compared to $138.5 million net cash provided during the year ended December 31, 2022.
For the year ended December, 31 2024, net cash provided by operating activities was $259.9 million, compared to $271.3 million net cash provided during the year ended December 31, 2023.
Results of Operations Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Consolidated Results of Operations The following provides a summary of our consolidated results of operations for the periods indicated (in millions, except per share amounts): For the Year Ended December 31, 2023 2022 Revenue $ 47,710.6 $ 59,043.1 Cost of revenue 46,652.4 57,954.1 Gross profit 1,058.2 1,089.1 Operating expenses: Compensation and employee benefits 512.3 507.4 General and administrative 308.0 308.7 Asset impairments 32.8 0.6 Restructuring charges 7.2 (0.8) Total operating expenses 860.2 815.8 Income (loss) from operations 198.0 273.2 Non-operating income (expenses), net: Interest expense and other financing costs, net (127.7) (110.6) Other income (expense), net (3.6) (17.5) Total non-operating income (expense), net (131.3) (128.1) Income (loss) before income taxes 66.7 145.1 Provision for income taxes 13.0 29.2 Net income (loss) including noncontrolling interest 53.7 115.9 Net income (loss) attributable to noncontrolling interest 0.8 1.7 Net income (loss) attributable to World Kinect $ 52.9 $ 114.1 Basic earnings (loss) per common share $ 0.86 $ 1.83 Diluted earnings (loss) per common share $ 0.86 $ 1.82 Revenue .
Results of Operations Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Consolidated Results of Operations The following provides a summary of our consolidated results of operations for the periods indicated (in millions, except per share amounts): For the Year Ended December 31, 2024 2023 Revenue $ 42,168.0 $ 47,710.6 Cost of revenue 41,141.6 46,652.4 Gross profit 1,026.4 1,058.2 Operating expenses: Compensation and employee benefits 482.5 512.3 General and administrative 297.1 308.0 Asset impairments 29.0 32.8 Restructuring charges 7.1 7.2 Total operating expenses 815.7 860.2 Income (loss) from operations 210.6 198.0 Non-operating income (expenses), net: Interest expense and other financing costs, net (102.2) (127.7) Other income (expense), net (12.9) (3.6) Total non-operating income (expense), net (115.1) (131.3) Income (loss) before income taxes 95.5 66.7 Provision for income taxes 27.6 13.0 Net income (loss) including noncontrolling interest 67.9 53.7 Net income (loss) attributable to noncontrolling interest 0.5 0.8 Net income (loss) attributable to World Kinect $ 67.4 $ 52.9 Basic earnings (loss) per common share $ 1.14 $ 0.86 Diluted earnings (loss) per common share $ 1.13 $ 0.86 Revenue .
For the year ended December 31, 2023, net cash used in financing activities was $152.4 million compared to net cash provided of $237.3 million for the year ended December 31, 2022.
For the year ended December 31, 2024, net cash used in financing activities was $230.6 million compared to net cash used of $152.4 million for the year ended December 31, 2023.
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.
On June 26, 2023, we issued $350.0 million aggregate principal amount of 3.250% Convertible Senior Notes due 2028 (the "Convertible Notes") which mature on July 1, 2028, unless earlier converted, redeemed or repurchased.
During 2023, we successfully achieved higher returns in a high interest rate environment, driven in part by targeted improvements in working capital management consistent with our strategy to rationalize lower-return business activity. As part of our business strategy, we hold inventory in order to meet the needs of our customers.
Since 2023, we have successfully achieved higher returns in a high interest rate environment, driven in part by targeted improvements in working capital management consistent with our strategy to rationalize lower-return business activity.
The decrease in revenue was driven by lower average prices, partially offset by increased volumes. Average jet fuel price per gallon sold decreased by $0.64, or 18%, in the year ended December 31, 2023 compared to the year ended December 31, 2022.
The decrease in revenue was driven by lower average prices and a decrease in volumes. Average jet fuel price per gallon sold decreased by $0.36, or 12%, in the year ended December 31, 2024 compared to the year ended December 31, 2023.
Revenues in our land segment were $15.2 billion for the year ended December 31, 2023, a decrease of $4.1 billion, or 21%, compared to the year ended December 31, 2022. The decrease in revenue was principally driven by lower average fuel prices, with average fuel prices decreasing by 22% in the year ended December 31, 2023 compared to 2022.
Revenues in our land segment were $12.8 billion for the year ended December 31, 2024, a decrease of $2.4 billion, or 16%, compared to the year ended December 31, 2023. The decrease in revenue was principally driven by lower average fuel prices and a decrease in volumes.
For the year ended December 31, 2023, net cash used in investing activities was $101.1 million, compared to net cash used of $724.9 million during the year ended December 31, 2022.
For the year ended December 31, 2024, net cash provided by investing activities was $64.5 million, compared to net cash used of $101.1 million during the year ended December 31, 2023.
Aviation Segment Results of Operations The following provides a summary of the aviation segment results of operations for the periods indicated (in millions, except price per gallon): For the Year Ended December 31, 2023 2022 Change Revenue $ 23,275.1 $ 26,799.9 $ (3,524.8) Gross profit $ 485.8 $ 357.2 $ 128.6 Operating expenses 277.0 257.7 19.3 Income (loss) from operations $ 208.8 $ 99.5 $ 109.3 Operational metrics: Aviation segment volumes (gallons) 7,328.0 7,127.6 200.4 Aviation segment average price per gallon $ 2.97 $ 3.61 $ (0.64) Revenues in our aviation segment were $23.3 billion for the year ended December 31, 2023, a decrease of $3.5 billion, or 13%, compared to the year ended December 31, 2022.
Aviation Segment Results of Operations The following provides a summary of the aviation segment results of operations for the periods indicated (in millions, except price per gallon): For the Year Ended December 31, 2024 2023 Change Revenue $ 20,469.1 $ 23,275.1 $ (2,806.0) Gross profit $ 485.5 $ 485.8 $ (0.2) Operating expenses 245.1 277.0 (31.8) Income (loss) from operations $ 240.4 $ 208.8 $ 31.6 Operational metrics: Aviation segment volumes (gallons) 7,250.5 7,328.0 (77.6) Aviation segment average price per gallon $ 2.62 $ 2.97 $ (0.36) Revenues in our aviation segment were $20.5 billion for the year ended December 31, 2024, a decrease of $2.8 billion, or 12%, compared to the year ended December 31, 2023.
Our marine segment gross profit for the year ended December 31, 2023 was $172.6 million, a decrease of $83.4 million, or 33%, compared to the year ended December 31, 2022.
Our marine segment gross profit for the year ended December 31, 2024 was $156.4 million, a decrease of $16.2 million, or 9%, compared to the year ended December 31, 2023.
Macroeconomic Environment Inflation in the United States and other jurisdictions in which we do business increased significantly beginning in late 2021 into 2022, driven in part by supply chain disruptions, labor shortages and increased commodity prices, which has generally resulted in higher costs in 2022 and 2023.
Macroeconomic Environment In recent years, inflation in the United States and other jurisdictions in which we do business increased significantly, driven in part by supply chain disruptions, labor shortages and increased commodity prices, which generally resulted in higher costs. Inflation, however, decelerated in 2024 as supply chains stabilized.
Our views concerning liquidity are based on currently available information and if circumstances change significantly, the future availability of trade credit or other sources of financing may be reduced, and our liquidity would be adversely affected accordingly.
Liquidity and Capital Resources Liquidity to fund working capital, as well as make strategic investments, is a significant priority for us. Our views concerning liquidity are based on currently available information and if circumstances change significantly, the future availability of trade credit or other sources of financing may be reduced, and our liquidity would be adversely affected accordingly.
The assumptions and inputs incorporated within the fair value estimates are subject to considerable management judgement and are based on industry, market, and economic conditions prevalent at the time of the acquisition.
Significant judgment is involved in the determination of fair values in the context of acquisitions, as fair values are generally developed based on forecasted assumptions. The assumptions and inputs incorporated within the fair value estimates are subject to considerable management judgement and are based on industry, market, and economic conditions prevalent at the time of the acquisition.
In addition, total volumes increased by 0.1 billion, or 1%, to 6.2 billion gallon or gallon equivalents in the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily attributable to our natural gas businesses offset by extreme weather conditions experienced in our core fuel business in North America in early 2023.
Total land volumes decreased by 0.2 billion, or 3%, to 6.1 billion gallon or gallon equivalents in the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily attributable to our liquid fuel business in North America, partially offset by increased activity in our natural gas and power businesses.
Marine Segment Due to the generally spot nature of sales in our marine business, we have traditionally benefited from elevated fuel prices and volatility, supply uncertainty, and a constrained credit environment.
Marine Segment Due to the generally spot nature of sales in our marine business, we have traditionally benefited from elevated fuel prices and volatility, supply uncertainty, and a constrained credit environment. We believe that our marine business is well-positioned to generate relatively moderate levels of earnings in stable markets and provide additional value in volatile and credit constrained markets.
Our consolidated gross profit for the year ended December 31, 2023 was $1.1 billion, a decrease of $30.8 million, or 3%, compared to the year ended December 31, 2022, attributable to decreased gross profit of $83.4 million and $76.1 million in the marine and land segments, respectively, partially offset by increased gross profit of $128.6 million in our aviation segment, as discussed further below.
Our consolidated gross profit for the year ended December 31, 2024 was $1.0 billion, a decrease of $31.9 million, or 3%, compared to the year ended December 31, 2023, attributable to decreased gross profit of $16.2 million, $15.4 million, and $0.2 million in our marine, land, and aviation segments, respectively, as discussed further below. Operating Expenses.
For additional discussion on our businesses, climate change and the associated risks, see Part I, Item 1. – Business and Item 1A. – Risk Factors within this 2023 10-K Report. 2023 Restructuring Plan In November 2023, we approved and began implementing a 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.
Restructuring and Exit Activities 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.
See Note 7. Debt, Interest Income, Expense, and Other Finance Costs for additional information. Credit Agreement. The Fourth Amended and Restated Credit Agreement (as amended, the "Credit Agreement"), matures in April 2027 and provides for a term loan as well as a revolving credit facility of $1.5 billion (the "Credit Facility").
The Fourth Amended and Restated Credit Agreement (as amended, the "Credit Agreement"), matures in April 2027 and provides for a term loan as well as a revolving credit facility of up to $1.5 billion (the "Credit Facility").
The decrease in revenue was principally 28 Table of Contents driven by a decrease of 19% in the average price per metric ton of bunker fuel sold in the year ended December 31, 2023 compared to the year ended December 31, 2022.
The decrease in revenue was principally driven by lower average fuel prices and a decrease in volumes. The average price per metric ton of bunker fuel sold decreased by $13.25, or 2%, in the year ended December 31, 2024 compared to the year ended December 31, 2023.
In addition, total volumes decreased by 2.3 million metric tons, or 12%, to 16.8 million metric tons in the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily due to reduced demand in our resale businesses.
In addition, total volumes decreased by 0.3 million metric tons, or 2%, to 16.6 million metric tons in the year ended December 31, 2024 compared to the year ended December 31, 2023.
Our aviation segment income from operations for the year ended December 31, 2023 was $208.8 million, an increase of $109.3 million, or 110%, compared to the year ended December 31, 2022.
Our land segment income from operations for the year ended December 31, 2024 was $41.1 million, an increase of $1.0 million, or 2%, compared to the year ended December 31, 2023.
See Note 15. Restructuring for additional information. Reportable Segments We operate in three reportable segments consisting of aviation, land, and marine. See Part I. Item 1. – Business and Note 14. Business Segments, Geographic Information, and Major Customers for additional information about our business segments.
See Part I. Item 1. – Business and Note 15. Business Segments, Geographic Information, and Major Customers for additional information about our business segments.
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. 24 Table of Contents We expect to continue assessing potential initiatives during the first quarter of 2024, which could result in additional restructuring charges, with the intent of completing the restructuring activities during the second quarter of 2024.
As part of the restructuring plan in 2023 and 2024, we recognized restructuring charges totaling $9.6 million, composed of severance and other compensation costs. We also decided to shift future investments away 24 Table of Contents 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.
Total aviation volumes increased by 0.2 billion, or 3%, to 7.3 billion gallons, driven largely by growth in passenger airline demand offset by the rationalization of lower-return volume. Our aviation segment gross profit for the year ended December 31, 2023 was $485.8 million, an increase of $128.6 million, or 36%, compared to the year ended December 31, 2022.
Total aviation volumes decreased by 0.1 billion, or 1%, to 7.3 billion gallons, driven largely by a reduction in lower margin bulk fuel, partially offset by an increase in commercial passenger activity. Our aviation segment gross profit for the year ended December 31, 2024 was $485.5 million, a decrease of $0.2 million compared to the year ended December 31, 2023.
Future material cash requirements and off-balance sheet arrangements, in addition to the contractual obligations in the table above, include the following: Acquisition of Flyers. During the year ended December 31, 2022, we completed the acquisition of Flyers as discussed in Note 3. Acquisitions.
Future material cash requirements and off-balance sheet arrangements, in addition to the contractual obligations in the table above, include the following: Capital Expenditures. During the year ended December 31, 2024, we incurred capital expenditures in the ordinary course of business of approximately $68.2 million.
Our consolidated revenue for the year ended December 31, 2023 was $47.7 billion, a decrease of $11.3 billion, or 19%, compared to the year ended December 31, 2022, primarily driven by lower fuel prices across all segments as well as lower volumes in our marine segment, as discussed further below. 26 Table of Contents Gross profit .
Our consolidated revenue for the year ended December 31, 2024 was $42.2 billion, a decrease of $5.5 billion, or 12%, compared to the year ended December 31, 2023, primarily driven by decreased revenue of $2.8 26 Table of Contents billion, $2.4 billion, and $0.4 billion in our aviation, land, and marine segments, respectively, as discussed further below. Gross profit .
Marine Segment Results of Operations The following provides a summary of the marine segment results of operations for the periods indicated (in millions, except price per metric ton): Year Ended December 31, 2023 2022 Change Revenue $ 9,245.6 $ 12,959.6 $ (3,714.0) Gross profit 172.6 256.0 (83.4) Operating expenses 90.4 100.5 (10.2) Income from operations $ 82.3 $ 155.5 $ (73.2) Operational metrics: Marine segment volumes (metric tons) 16.8 19.1 (2.3) Marine segment average price per metric ton $ 549.64 $ 679.17 $ (129.52) Revenues in our marine segment were $9.2 billion for the year ended December 31, 2023, a decrease of $3.7 billion, or 29%, compared to the year ended December 31, 2022.
These decreases in operating expenses were partially offset by an increase in the provision for credit losses driven by the write-off of accounts receivable associated with exit activities as discussed under "Restructuring and Exit Activities" above. 28 Table of Contents Marine Segment Results of Operations The following provides a summary of the marine segment results of operations for the periods indicated (in millions, except price per metric ton): Year Ended December 31, 2024 2023 Change Revenue $ 8,887.2 $ 9,245.6 $ (358.4) Gross profit 156.4 172.6 (16.2) Operating expenses 91.6 90.4 1.2 Income from operations $ 64.8 $ 82.3 $ (17.5) Operational metrics: Marine segment volumes (metric tons) 16.6 16.8 (0.3) Marine segment average price per metric ton $ 536.39 $ 549.64 $ (13.25) Revenues in our marine segment were $8.9 billion for the year ended December 31, 2024, a decrease of $0.4 billion, or 4%, compared to the year ended December 31, 2023.
Conversely, extended periods of low fuel prices, particularly when coupled with low price volatility, can also have an adverse effect on our results of operations and overall profitability. This can occur due to many factors, such as reduced demand for our price risk management products and decreased sales to our customers involved in the oil exploration sector.
This can occur due to many factors, such as 29 Table of Contents reduced demand for our price risk management products and decreased sales to our customers involved in the oil exploration sector.
As part of this plan, we identified open positions that were eliminated and other positions that were closed to better align the workforce necessary to execute the revised strategy. During the year ended December 31, 2023, we recognized restructuring charges of $7.2 million, composed of severance and other compensation costs.
As part of this plan, we identified open positions that were eliminated and other positions that were closed to better align the workforce necessary to execute the revised strategy. During the first half of 2024, we continued to assess potential initiatives.
Our marine segment income from operations for the year ended December 31, 2023 was $82.3 million, a decrease of $73.2 million, or 47%, compared to the year ended December 31, 2022, primarily due to the decrease in gross profit, partially offset by a $10.2 million decrease in operating expenses, largely driven by lower incentive compensation costs compared to 2022.
Our marine segment income from operations for the year ended December 31, 2024 was $64.8 million, a decrease of $17.5 million, or 21%, compared to the year ended December 31, 2023, primarily due to the decrease in gross profit, as well as a $1.2 million increase in operating expenses driven by restructuring charges recognized during the year ended December 31, 2024, as discussed in "Restructuring and Exit Activities" above.
Our land segment gross profit for the year ended December 31, 2023 was $399.8 million, a decrease of $76.1 million, or 16%, compared to the year ended December 31, 2022. The decrease in gross profit was primarily attributable to extraordinary losses associated with an erroneous bid submitted in the Finnish power market as discussed in Note 11.
Gross profit for the year ended December 31, 2023 was also impacted by the extraordinary losses associated with an erroneous bid submitted in the Finnish power market, as discussed in Note 12. Commitments and Contingencies.
These increases were offset by a decrease in our net income (see "Results of Operations" for further details of the drivers impacting our net income) adjusted for noncash items, lower utilization of our RPA programs, as discussed under "Sources of Liquidity and Factors Impacting Our Liquidity" above, as well as a decrease in customer prepayments. Investing Activities.
These decreases were offset by an increase in our net income adjusted for noncash items (see "Results of Operations" for further details of the drivers impacting our net income) and cash flows associated with deferred revenue and customer deposits. Investing Activities.
In addition to the decrease in gross profit discussed above, the decrease in operating income was driven by an increase in operating expenses principally related to asset impairment and restructuring charges, partially offset by lower general and administrative costs and incentive compensation.
The decrease in gross profit was offset by a reduction in operating expenses principally related to lower incentive compensation, as well as a decrease in asset impairment and restructuring charges for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Future Uses of Liquidity Cash is primarily used to fund working capital to support our operations as well as for strategic acquisitions and investments, such as the acquisition of Flyers discussed below. 30 Table of Contents As of December 31, 2023, our contractual obligations were as follows (in millions): Current Long-Term Total Debt and interest obligations (1) $ 114.9 $ 893.3 $ 1,008.2 Operating lease obligations (2) 39.4 188.8 228.2 Finance lease obligations (2) 3.7 13.1 16.8 Derivatives obligations (3) 128.2 51.5 179.7 Purchase commitment obligations (4) 363.8 184.9 548.7 Other obligations 1.5 6.9 8.4 Total $ 651.5 $ 1,338.5 $ 1,990.0 (1) Debt and interest obligations include principal and interest payments on fixed-rate and variable-rate, fixed-term debt based on their maturity dates, and includes $53.6 million of secured borrowings related to the transfer of tax receivables.
As of December 31, 2024, our material cash requirements from contractual obligations were as follows (in millions): Current Long-Term Total Debt and interest obligations (1) $ 120.5 $ 871.4 $ 991.9 Operating lease obligations (2) 39.9 183.2 223.1 Finance lease obligations (2) 9.1 25.1 34.3 Derivatives obligations (3) 91.5 24.3 115.8 Purchase commitment obligations (4) 271.4 98.0 369.4 Other obligations 1.9 13.9 15.7 Total $ 534.3 $ 1,215.9 $ 1,750.2 (1) Debt and interest obligations include principal and interest payments on fixed-rate and variable-rate, fixed-term debt based on their maturity dates, and includes $50.3 million of secured borrowings related to the transfer of tax receivables.
We estimate that the plan could result in approximately $15.6 million in annualized savings related to compensation.
We estimate that the plan should result in approximately $21.9 million in annualized compensation-related savings. We completed the restructuring activities during the second quarter of 2024.
Business Overview We are principally engaged in the distribution of fuel and related products and services in the aviation, land, and marine transportation industries.
Business Overview We are principally engaged in the distribution of fuel and related products and services in the aviation, land, and marine transportation industries. For additional discussion on our businesses, climate change and the associated risks, see Part I, Item 1. – Business and Item 1A. – Risk Factors within this 2024 10-K Report.
The fees the banks charge us to purchase the receivables from these customers can also be impacted for these reasons. During 2023, we amended one of our RPAs to, among other things, reduce the overall fee structure. See Note 2. Accounts Receivable for additional information.
The fees the banks charge us to purchase the receivables from 30 Table of Contents these customers can also be impacted for these reasons. See Note 2. Accounts Receivable for additional information. See Item 1A. – Risk Factors in Part 1 within this 2024 10-K Report for additional information.
Net cash provided by financing activities in 2022 was primarily attributable to net borrowings of $333.6 million, primarily driven by incremental borrowings under our Credit Facility related to the acquisition of Flyers and increased working capital requirements, partially offset by $48.7 million in purchases of our common stock, dividend payments of $31.0 million, and payments for deferred consideration related to prior acquisitions of $12.0 million.
The net cash used in financing activities in 2024 was primarily attributable to repurchases of common stock of $100.0 million, payments of deferred consideration related to prior acquisitions of $51.8 million, dividend payments of $38.5 million, and net repayments under our Credit Facility of $21.9 million.
Operating Expenses. Consolidated total operating expenses for the year ended December 31, 2023 were $860.2 million, an increase of $44.4 million, or 5%, compared to the year ended December 31, 2022.
Consolidated total operating expenses for the year ended December 31, 2024 were $815.7 million, a decrease of $44.5 million, or 5%, compared to the year ended December 31, 2023. The decrease in operating expenses was primarily attributable to the Avinode sale during the second quarter of 2024, as discussed in Note 3.
For the year ended December 31, 2023, we recognized income tax expense of $13.0 million, compared to income tax expense of $29.2 million in 2022. The decrease of $16.3 million was primarily attributable to significantly lower foreign earnings and total pre-tax earnings, partially offset by lower net discrete tax items. See Note 10. Income Taxes for additional information.
The net increase of $14.6 million was attributable to higher pre-tax earnings, changes in the mix of our worldwide earnings, and net discrete income tax expense of $3.2 million for the year ended December 31, 2024 compared to a net discrete income tax benefit of $5.4 million for the year ended December 31, 2023. See Note 11.
The $132.9 million increase in operating cash flows was principally due to lower average fuel prices compared to the prior year, which reduced our cost of inventory; the decrease of our accounts receivable and accounts payable largely driven by the rationalization of lower-return business within our aviation segment and the reduction of average fuel prices; and cash provided by our derivative activities.
The $11.5 million decrease in operating cash flows was principally due to a decrease in our accounts payable and accounts receivable, inclusive of cash provided by our RPA activity, and inventory, as well as in our derivative activities.
Liquidity and Capital Resources Liquidity to fund working capital, as well as make strategic investments to further our growth strategy, is a significant priority for us.
Future Uses of Liquidity Cash is primarily used to fund working capital to support our operations as well as for strategic acquisitions and investments.
Fair Value Measurements and Note 15. Restructuring for additional information regarding impairment charges recognized during the year ended December 31, 2023. If our results differ significantly from our assumptions, such impact could potentially result in additional impairments.
If our results differ significantly from our assumptions, such impact could potentially result in impairments. Approximately $827.3 million of goodwill is allocated to the land reporting unit as of December 31, 2024. See Note 6. Goodwill and Identifiable Intangible Assets for additional information.
Net cash used in investing activities in 2022 was principally driven by $643.9 million net cash paid for the acquisition of businesses, principally Flyers, as discussed in Note 3. Acquisitions, and $78.6 million for capital expenditures. Financing Activities.
The net cash provided by investing activities in 2024 was primarily driven by net proceeds of $200.1 million and $8.9 million from the Avinode sale and the Brazil sale, respectively, as discussed in Note 3.
The increase of $3.2 million was primarily attributable to an increase in interest expense driven by higher interest rates, which was partially offset by the impact of losses recognized during the year ended December 31, 2022 related to contingent consideration associated with the sale of our Multiservice payment solutions businesses and a non-operating legal settlement. Income Taxes .
The decrease of $16.2 million was primarily attributable to a $25.5 million decrease in interest expense, driven by a decrease in our average interest rates and daily borrowings and an increase in interest income, partially offset by an increase in other expenses.
Removed
While we generally enter into financial derivative contracts to mitigate price risk exposure associated with our inventory, market pricing dynamics may still negatively impact our results. In the first half of 2022, oil futures forward prices traded at significantly lower levels than then-current market prices, resulting in elevated price volatility and a severely backwardated market that negatively impacted our results.
Added
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.
Removed
The oil futures forward pricing structure has since returned closer to historical trading and volatility levels.
Added
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 operations in Brazil.
Removed
Land Segment We believe our land segment is well-positioned to continue growing market share organically, in part by improving asset utilization and leveraging the capabilities of our acquisitions, including Flyers, which we acquired in January 2022, serving to further enhance our capability to deliver value-added solutions to our customers through an increasingly streamlined operational platform as discussed under "2023 Restructuring Plan" above.
Added
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.
Removed
Although 2023 was adversely affected by extraordinary losses associated with an erroneous bid submitted in the Finnish power market, we achieved an increase in profitability from both our natural gas business and our sustainability-related service offerings, driven in part by strong growth in our renewable energy solutions business.
Added
Additionally, during 2025 we will continue to assess the performance of certain operations and the need for additional asset rationalization, as well as other cross-segment actions with the continue focus on driving operating efficiencies. See Note 16. Restructuring and Exit Activities for additional information. Reportable Segments We operate in three reportable segments consisting of aviation, land, and marine.
Removed
We continue to focus on supporting the energy transition by expanding our sustainability offerings, including renewable fuel products, as well as carbon management and renewable energy solutions. We are continuing to invest in talent in this area, which we believe will help accelerate growth in these activities.
Added
In connection with our efforts to sharpen our portfolio of businesses and accelerate growth in our core businesses, we completed our sale of the Avinode Group and our portfolio of aviation FBO software products (the "Avinode sale") during the second quarter of 2024. See Note 3. Acquisitions and Divestitures for additional information.
Removed
We have spent a considerable amount of time reorganizing our business to drive internal efficiencies so that we can generate relatively moderate levels of earnings in stable markets and yet remain poised to provide additional value in volatile and credit constrained markets.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

11 edited+0 added−0 removed12 unchanged
Biggest changeSince the gains or losses on the forward and swap contracts are substantially offset by the gains or losses from remeasuring the hedged foreign-currency-denominated exposure, we do not believe that a hypothetical 10% change in exchange rates at December 31, 2023 would have a material impact on our income from operations. 36 Table of Contents As of December 31, 2023, the foreign currency denominated notional amounts and fair value in U.S. dollars of our exposures from our foreign currency exchange derivatives, were primarily related to the following (in millions, except weighted average contract price): Settlement Period Unit Notional Net Long/(Short) Weighted Average Contract Price Fair Value Amount 2024 AUD (41.8) 0.645 $ (1.6) 2024 CAD (94.9) 1.360 (1.7) 2024 CHF (3.5) 0.891 (0.2) 2024 CLP (1,410.0) 897.508 (0.2) 2024 COP (138,660.7) 4,235.151 (2.9) 2024 DKK 274.7 5.978 2.2 2024 EUR 152.9 1.084 61.9 2024 GBP (53.2) 1.243 (51.8) 2024 HUF (828.4) 362.114 (0.1) 2024 KRW (12,065.5) 1,332.613 (0.3) 2024 MXN 434.4 17.939 2.9 2024 NOK (844.0) 10.396 (4.6) 2024 NZD (4.5) 0.609 (0.1) 2024 PLN (5.7) 4.183 (0.1) 2024 RON (28.5) 4.675 (0.2) 2024 SEK 227.5 8.989 2.2 2024 SGD (3.8) 1.353 (0.1) 2024 ZAR 110.3 18.804 0.1 2026 EUR 7.0 1.123 0.1 Total foreign currency exchange derivative contracts $ 5.5 The total fair value our foreign currency exchange derivative contracts was a net asset of $5.5 million and a net liability of $14.1 million as of December 31, 2023 and 2022, respectively.
Biggest changeSince the gains or losses on the forward and swap contracts are substantially offset by the gains or losses from remeasuring the hedged foreign-currency-denominated exposure, we do not believe that a hypothetical 10% change in exchange rates at December 31, 2024 would have a material impact on our income from operations. 36 Table of Contents As of December 31, 2024, the foreign currency denominated notional amounts and fair value in U.S. dollars of our exposures from our foreign currency exchange derivatives, were primarily related to the following (in millions, except weighted average contract price): Settlement Period Unit Notional Net Long/(Short) Weighted Average Contract Price Fair Value Amount 2025 AUD (9.8) 0.667 $ 0.5 2025 CAD (79.0) 1.384 3.0 2025 CHF (3.2) 0.849 0.2 2025 CLP 1,507.2 967.914 0.2 2025 COP (94,759.5) 4,352.445 0.7 2025 CZK (35.4) 23.070 0.1 2025 DKK 234.1 6.420 (2.4) 2025 EUR 19.0 1.074 (3.8) 2025 GBP (23.5) 1.281 1.6 2025 HUF 890.5 373.191 (0.1) 2025 JPY (184.5) 147.450 0.1 2025 KRW (42,915.4) 1,362.129 2.6 2025 MXN 1,523.2 20.186 (2.9) 2025 NOK (508.1) 10.780 4.0 2025 NZD (1.1) 0.597 0.1 2025 PLN (10.9) 3.935 0.1 2025 RON (35.2) 4.554 0.4 2025 SEK (515.3) 9.519 1.9 2025 SGD (5.5) 1.300 0.2 2025 ZAR 103.5 17.810 (0.4) 2026 EUR 2.2 1.118 (0.2) Total foreign currency exchange derivative contracts $ 6.2 The total fair value of our foreign currency exchange derivative contracts was a net asset of $6.2 million and a net asset of $5.5 million as of December 31, 2024 and 2023, respectively.
However, the warrant transactions could separately have a dilutive effect on our common stock to the extent that the market price per share of our common stock exceeds the strike price of the warrants. See Note 7. Debt, Interest Income, Expense, and Other Finance Costs for additional information. Item 8.
However, the warrant transactions could separately have a dilutive effect on our common stock to the extent that the market price per share of our common stock exceeds the strike price of the warrants. See Note 8. Debt, Interest Income, Expense, and Other Finance Costs for additional information. Item 8.
If we elect to settle the portion, if any, of our conversion obligation in excess of the aggregate principal amount of the notes being converted in shares of our common stock or a combination of cash and shares of our common stock, any sales in the public market of our common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock.
If we elect to settle the portion, if any, of our conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted in shares of our common stock or a combination of cash and shares of our common stock, any sales in the public market of our common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock.
Upon conversion of the notes, we have the option to pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock in respect of the portion, if any, of our conversion obligation in excess of the aggregate principal amount of the notes being converted.
Upon conversion of the Convertible Notes, we have the option to pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock in respect of the portion, if any, of our conversion obligation in excess of the aggregate principal amount of the notes being converted.
In connection with the pricing of the notes, we have entered into convertible note hedge transactions with certain of the initial purchasers or affiliates thereof and certain other financial institutions. We also entered into warrant transactions.
In connection with the pricing of the Convertible Notes, we entered into convertible note hedge transactions with certain of the initial purchasers or affiliates thereof and certain other financial institutions. We also entered into warrant transactions.
Financial Statements and Supplementary Data The financial statements, together with the report thereon of PricewaterhouseCoopers LLP dated February 23, 2024, are set forth in Item 15 of this 2023 10‑K Report. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None.
Financial Statements and Supplementary Data The financial statements, together with the report thereon of PricewaterhouseCoopers LLP dated February 25, 2025, are set forth in Item 15 of this 2024 10‑K Report. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None.
The fair value of the interest rate swap contract was an asset of $14.8 million and an asset of $24.7 million as of December 31, 2023 and 2022, respectively. 37 Table of Contents The following table presents the contractual weighted average interest rates and expected cash flows by maturity dates (in millions, except weighted average interest rates): Expected Maturities as of December 31, 2023 Interest Rate Swap 2024 2025 Fair Value Notional Value: $300 $ 14.8 Variable to Fixed (1) $ 12.7 $ 2.2 Average pay rate 0.435 % 0.435 % Average receive rate 4.67 % 3.51 % (1) Represents discounted net cash flow receipts or (payments).
The fair value of the interest rate swap contract was an asset of $2.9 million and an asset of $14.8 million as of December 31, 2024 and 2023, respectively. 37 Table of Contents The following table presents the contractual weighted average interest rates and expected cash flows by maturity dates (in millions, except weighted average interest rates): Expected Maturities as of December 31, 2024 Interest Rate Swap 2025 Fair Value Notional Value: $300 $ 2.9 Variable to Fixed (1) $ 2.9 Average pay rate 0.435 % Average receive rate 4.30 % (1) Represents discounted net cash flow receipts or (payments).
In addition, we use derivatives as economic hedges or to optimize the value of our fuel inventory to capitalize on anticipated market opportunities. 35 Table of Contents The notional and fair market values of our commodity-based derivative instrument positions were as follows (in millions, except weighted average contract price): As of December 31, Commodity Contracts (In millions of BBL) 2023 2022 Hedge Strategy Derivative Instrument Settlement Period Notional Net Long/ (Short) Weighted Average Contract Price Fair Value Amount Notional Net Long/ (Short) Weighted Average Contract Price Fair Value Amount Designated hedge Commodity contracts hedging inventory 2023 — $ — $ — (0.7) $ 102.63 $ (3.3) 2024 (0.4) 94.97 3.8 — — — 2025 (0.1) 105.07 0.3 — — — 4.1 (3.3) Non-designated hedge Commodity contracts 2023 — — — 3.7 30.15 (179.2) 2024 0.8 4.93 92.6 (0.4) 20.95 14.9 2025 (0.8) 14.55 19.0 (0.3) 18.46 9.2 2026 (0.5) 16.36 4.1 0.1 17.21 1.5 2027 (0.2) 12.44 1.2 (0.6) 10.94 2.3 2028 (0.1) 14.61 0.9 — 10.24 0.4 Thereafter 0.1 14.26 0.5 — — — 118.5 (150.8) Total commodity derivative contracts $ 122.7 $ (154.1) Foreign Currency Exchange Risk We hedge our exposure to currency exchange rate changes, such as foreign-currency-denominated trade receivables, payables, or local currency tax payments.
In addition, we use derivatives as economic hedges or to optimize the value of our fuel inventory to capitalize on anticipated market opportunities. 35 Table of Contents The notional and fair market values of our commodity-based derivative instrument positions were as follows (in millions, except weighted average contract price): As of December 31, Commodity Contracts (In millions of BBL) 2024 2023 Hedge Strategy Derivative Instrument Settlement Period Notional Net Long/ (Short) Weighted Average Contract Price Fair Value Amount Notional Net Long/ (Short) Weighted Average Contract Price Fair Value Amount Designated hedge Commodity contracts hedging inventory 2024 — $ — $ — (0.4) $ 94.97 $ 3.8 2025 0.1 93.74 (4.5) (0.1) 105.07 0.3 (4.5) 4.1 Non-designated hedge Commodity contracts 2024 — — — 0.8 4.93 92.6 2025 (0.7) 10.52 77.4 (0.8) 14.55 19.0 2026 (0.5) 17.11 7.9 (0.5) 16.36 4.1 2027 (0.2) 15.53 3.7 (0.2) 12.44 1.2 2028 (0.2) 18.01 1.2 (0.1) 14.61 0.9 2029 (0.1) 17.29 0.6 0.1 14.26 0.5 Thereafter 0.1 20.17 2.7 — — — 93.5 118.5 Total commodity derivative contracts $ 88.9 $ 122.7 Foreign Currency Exchange Risk We hedge our exposure to currency exchange rate changes, such as foreign-currency-denominated trade receivables, payables, or local currency tax payments.
As of December 31, 2023, the aggregate outstanding balance of our finance lease obligations was $15.7 million, which bear interest at annual rates ranging from 1.0% to 6.7%. We also have other agreements, such as our RPAs, with exposure to interest rate risk. See Note 2. Accounts Receivable and Note 7.
The aggregate outstanding balance of our finance lease obligations was $29.9 million as of December 31, 2024, which bear interest at annual rates ranging from 2.6% to 7.2%. We also have other agreements, such as our RPAs, with exposure to interest rate risk. See Note 2. Accounts Receivable and Note 8.
As of December 31, 2023, the applicable margins for base rate loans and Eurodollar rate loans were 0.875% and 1.875%, respectively. As of December 31, 2023, we had no outstanding borrowings under our Credit Facility and a $476.4 million Term Loan.
As of December 31, 2024, the applicable margins for base rate loans and Eurodollar rate loans were 0.875% and 1.875%, respectively, and we had a $455.3 million Term Loan and no outstanding borrowings under our Credit Facility.
A fluctuation of 100 bps in the interest rate as of December 31, 2023 would result in a $8.9 million change in interest expense during the next twelve months with respect to the outstanding amounts as of December 31, 2023 under these agreements.
A fluctuation of 100 bps in the interest rate as of December 31, 2024 would result in a $10.4 million change in interest expense during the next twelve months with respect to the outstanding amounts as of December 31, 2024 under these agreements.

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