10q10k10q10k.net

What changed in WORLD KINECT CORP's 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of WORLD KINECT CORP's 2024 and 2025 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 2025 report.

+320 added−275 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-25)

Top changes in WORLD KINECT CORP's 2025 10-K

320 paragraphs added · 275 removed · 223 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

38 edited+11 added−14 removed40 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: • 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.
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 or retaliatory tariffs and other trade measures, or renegotiation of existing trade arrangements; • customer and counterparty creditworthiness and our ability to collect accounts receivable and settle derivative contracts; • changes in the market prices of, or an unexpected shortage or disruption in the supply 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 technology or security related incidents on us, our customers or other parties; 6 Table of Contents • 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 uncertainty in Venezuela; • 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 or fully realize the anticipated benefits of our acquisitions, divestitures and other strategic transactions; • our ability to effectively complete divestitures in accordance with anticipated timing; • 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; • the proliferation of alternative fuel which could result in lower global demand for certain energy sources; • 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; • pandemics, terrorism, power outages, and other events that could impact demand for fuel; • 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 and trade measures 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; • the outcome of litigation, regulatory investigations and other legal matters, including the associated legal and other costs; and 7 Table of Contents • other risks, including those described in Item 1A. – Risk Factors in this 2025 10-K Report and those described from time to time in our other filings with the SEC.
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.
We also conduct spot sales, which are sales that do not involve continuing contractual obligations by our customers to purchase fuel 1 Table of Contents from us. Our cost of fuel is generally tied to market-based formulas or government-controlled prices.
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.
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; 4 Table of Contents • 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.
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.
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 support services, including flight planning and scheduling.
Our business activities are subject to numerous federal, state, local and international laws, regulations and administrative requirements, including those relating to the sale, blending, storage, transportation, delivery and disposal of fuel and the collection, transportation, processing, storage, use and disposal of hazardous substances and wastes.
Our business activities are subject to numerous federal, state, local and international laws, treaties, regulations and administrative requirements, including those relating to the sale, blending, storage, transportation, delivery and disposal of fuel and the collection, transportation, processing, storage, use and disposal of hazardous substances and wastes.
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.
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.
The potential increase in our operating costs could include additional costs to operate and maintain our facilities, such as installing new infrastructure or technology to respond to new mandates, or paying taxes related to our GHG emissions, among others.
The potential increase in our operating costs could include additional costs to operate and maintain our facilities, such as installing new infrastructure or technology to respond to new mandates, or paying taxes or fees related to our GHG emissions, among others.
For example, U.S. federal and state environmental laws applicable to us include statutes that: (i) allocate the cost of remedying contamination among specifically identified parties; (ii) impose national ambient standards and, in some cases, emission standards, for air pollutants that present a risk to public health or welfare; (iii) govern the management, treatment, storage and disposal of hazardous wastes; and (iv) regulate the discharge of pollutants into waterways.
For example, U.S. federal and state environmental laws applicable to us include statutes that: (i) allocate the cost of remedying contamination among specifically identified parties; (ii) impose ambient standards and, in some cases, emission standards, for air pollutants that may present a risk to public health or welfare; (iii) govern the management, treatment, storage and disposal of hazardous wastes; and (iv) regulate the discharge of pollutants into waterways.
From time to time, we are subject to legal and administrative actions governing the investigation and remediation of contamination or spills from current and past operations. The penalties for violations of environmental laws can include injunctive relief; administrative, civil or criminal penalties; recovery of damages for injury to air, water or property; and third-party damages.
From time to time, we are subject to legal and administrative actions governing the investigation and remediation of contamination, spills, or other environmental effects from current and past operations. The penalties for violations of environmental laws can include injunctive relief; administrative, civil or criminal penalties; recovery of damages for injury to air, water or property; and third-party damages.
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.
Forward-Looking Statements This 2025 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.
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.
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 2025 10-K Report and are not incorporated by reference in this 2025 10-K Report.
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.
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 2025 10-K Report will be deemed to modify or supersede such forward-looking statements.
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.
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 2025 10-K Report.
In our fuel distribution activities, we 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. We compete, among other things, on the basis of service, convenience, reliability, availability of trade credit and price.
In our fuel distribution activities, we compete with major oil companies that market fuel and other energy products directly to large commercial airlines, shipping companies, distributors, resellers and other commercial and industrial customers. We compete, among other things, on the basis of service, convenience, reliability, availability of trade credit and price.
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.
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 ("2025 10-K Report") as "World Kinect," "we," "our," and "us." We are a global energy management company offering fulfillment and related services to customers across the aviation, marine, and land transportation sectors.
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 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. Seasonality Our operating results can be subject to seasonal variability resulting from numerous factors.
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.
In addition, several states and geographic regions in the U.S. have also adopted legislation and regulations to reduce emissions of GHGs, such as California, Oregon and Washington, which have formally enacted cap-and-trade programs and low carbon fuel standard ("LCFS") obligations.
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.
As a result of the military conflict in Eastern Europe, countries in which we operate have imposed economic sanctions, export controls, and other trade restrictions on Russia and Belarus and other individuals and entities with connections to the Russian and Belarusian nations. Violations of these laws, regulations and policies can result in significant penalties and civil and criminal liabilities.
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.
Specifically, this 2025 10-K Report includes forward-looking statements regarding (i) expectations regarding macroeconomic conditions, including 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, (vii) our acquisitions, divestitures, restructurings and other strategic transactions (viii) global trade trends and patterns, including the impact of tariffs, and (ix) estimates regarding the financial impact of our derivative and other trading contracts.
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.
We are actively striving to promote best practices within the transportation industry and are closely involved in developing, setting, and maintaining health, safety and environment ("HSE") industry standards.
The forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the words "believe," "anticipate," "expect," "estimate," "project," "could," "would," "will," "will be," "will continue," "plan," or words or phrases of similar meaning.
The forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the words "believe," "anticipate," "expect," "estimate," "project," "could," "would," "will," "will be," "will continue," "plan," "ability," "achieve," "can," "forecast," "grow," "intend," "may," "potential," "predict," "remain," "seek," "strategy," "target," or words or phrases of similar meaning.
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.
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.
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.
Representing a Global Workforce We recognize that representative, talented teams, across all levels and areas of our organization, are a key part of our success. We continue to strengthen our talent pipelines, hone our hiring processes, and are committed to competitive and transparent pay to attract and retain talent.
Competitors We operate globally across industries that are highly fragmented with numerous competitors. Our competitors range from large multinational corporations, which have significantly greater capital resources than us, to relatively small and specialized firms that compete with us in a particular line of business.
Our competitors range from large multinational corporations, which have significantly greater capital resources than us, to relatively small and specialized firms that compete with us in a particular line of business.
See Item 1A. – Risk Factors for additional information regarding the impacts of government regulation on our business. Human Capital Resources At World Kinect, we believe that our people's passion and expertise are what differentiates us and investing in our people is a top priority.
See Item 1A. – Risk Factors for additional information regarding the impacts of government regulation on our business. Human Capital Resources At World Kinect, we believe that our people's passion and expertise are what differentiates us, and we are deeply committed to investing in their growth and success.
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.
Item 7. – Management's Discussion and Analysis of Financial Condition and Results of Operations. 2 Table of Contents 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.
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.
In August 2022, the Inflation Reduction Act of 2022 (the "IRA") was signed into law, appropriating significant federal funding for renewable energy initiatives and imposing a fee on methane emissions from certain facilities in the oil and natural gas sector. However, the emissions fee was overturned by a joint congressional resolution in February 2025.
Our seasonality may result from numerous factors, including demand changes related to seasonal travel and weather patterns. Our results for the second and third quarters of the year have historically been stronger for our aviation segment and our results for the fourth and first quarters of the year have historically been stronger for our land segment.
Our results for the second and third quarters of the year have historically been stronger for our aviation segment as a result of demand changes related to seasonal travel.
Due to the complex and technical nature of many of these laws and regulations, inadvertent violations may occur. If we fail to comply with these laws or regulations for any reason, we would be required to correct or implement measures to prevent a recurrence of any violations, which could increase our operating costs.
If we fail to comply with these laws or regulations for any reason, in addition to any regulatory, civil, or criminal penalties imposed, we would be required to correct or implement measures to prevent a recurrence of any violations, which could increase our operating costs.
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.
These laws, regulations and policies continue to evolve and often become more stringent over time. Changes to trade policies, including the imposition of tariffs and retaliatory tariffs or other trade measures, or the renegotiation of existing trade arrangements with the U.S. or countries where we have significant sales, procure products, or recruit and employ employees, could impact our business.
We continually seek to minimize the impact of our operations and ensure the health and safety of our employees, contractors, customers, suppliers and the communities in which we operate.
The following charts provide information about our global workforce as of December 31, 2025: Health and Safety As a global energy management company, we continually seek to minimize the impact of our operations and ensure the health and safety of our employees, contractors, customers, suppliers and the communities in which we operate.
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.
Through collaboration with suppliers, customers and other industry participants, we are actively working to identify lower carbon alternatives and solutions that will facilitate the ability of our maritime industry counterparties to achieve their energy transition objectives. Competitors We operate globally across industries that are highly fragmented with numerous competitors.
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.
We also supply natural gas along with a complementary suite of sustainability-related products and services. We conduct our operations through numerous locations both within the United States ("U.S.") and throughout various foreign jurisdictions. 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 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.
Our internet address is www.world-kinect.com and the investor relations section of our website is located at ir.world-kinect.com.
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.
In this regard, we are working on increasing transparency across our company, particularly around our talent recruitment, development and retention efforts and conducting comprehensive assessments of the strengths and growth opportunities for our employees. 5 Table of Contents 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.
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.
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 and using our cardlock network. We primarily conduct these activities throughout North America. As discussed in "Restructuring and Exit Activities" in Part II.
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.
Regulatory requirements related to environmental, social and governance ("ESG") or sustainability reporting have been adopted and may continue to be introduced in various jurisdictions. The E.U.'s Corporate Sustainability Reporting Directive was adopted in December 2022, although a December 2025 amendment delayed its application, simplified its reporting requirements and significantly narrowed the scope of subject companies.
Land Segment In our land segment, we primarily offer fuel, lubricants, heating oil, and related products and services to commercial, industrial, residential and government customers, as well as retail petroleum operators. We provide energy advisory services, sustainability solutions, as well as supply fulfillment for natural gas and power.
Land Segment In our land segment, we sell liquid fuels, natural gas, and related products and services to commercial, industrial, and government customers, as well as retail fuel outlets under long-term contracts. Our typical customers include commercial and industrial enterprises in the transportation, manufacturing, mining, and construction industries.
Removed
We primarily conduct these activities throughout most of the U.S. as well as parts of Europe.
Added
Item 7. – Management's Discussion and Analysis of Financial Condition and Results of Operations, management has initiated actions to execute a plan to exit certain operations within the land segment, including direct fuel transportation services, lubricants, heating oil, power, and certain advisory and sustainability offerings, that are no longer profitable or not aligned with the Company's core business and corporate strategy.
Removed
We continue to focus on supporting the energy transition through various initiatives and expanding our sustainability offerings, including renewable fuel products, and carbon management and renewable energy solutions, such as renewable diesel (also known as hydrotreated vegetable oil or "HVO"), biodiesel, and renewable natural gas (biogas).
Added
Going forward, we intend to focus the land segment on our higher margin and more ratable cardlock and retail activities, as well as our natural gas business, that we believe will deliver improved operating leverage, stronger cash flow, and more predictable returns on capital.
Removed
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.
Added
In the land segment, while our results for the fourth and first quarters of the year have historically been stronger as a result of weather patterns, we expect less seasonal impact following the completion of our exit activities as discussed in "Restructuring and Exit Activities" in Part II.
Removed
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.
Added
Other states are also considering the adoption of LCFSs, with New Mexico authorizing a Clean Transportation Fuel Standard that is expected to go into effect by July 1, 2026. U.S. federal law and policy continues to evolve.
Removed
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.
Added
The U.S. signed the Paris Agreement in April 2016, withdrew in August 2017, rejoined in January 2021 and then withdrew again in January 2025.
Removed
Various provisions of the law are designed to accelerate the transition away from fossil fuels or otherwise could adversely impact the use of petroleum-based fuels.
Added
In July 2025, the One, Big, Beautiful Bill Act ("OBBBA") was signed into law, substantially modifying and extending certain IRA tax provisions. Additionally, while the SEC adopted climate-change related disclosure requirements in March 2024, the SEC stayed its rules and voted to withdraw its defense of such rules in pending litigation in March 2025.
Removed
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.
Added
In February 3 Table of Contents 2026, the Trump administration moved to rescind the EPA’s 2009 "endangerment finding" under the Clean Air Act, eliminating the legal basis for regulating greenhouse gases and rolling back certain climate rules.
Removed
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.
Added
As a result of these and other developments, the scope and implementation of climate-related disclosure obligations, greenhouse gas regulation, and federal tax incentives for renewable and low-carbon energy projects have shifted and remain subject to ongoing legal, regulatory, and legislative developments.
Removed
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.
Added
California has enacted the Climate Corporate Data Accountability Act, with initial emissions data reports due in August 2026, and the Climate Related Financial Risk Act, which is subject to a preliminary injunction issued in the Ninth Circuit in November 2025, that will, if implemented, require reporting of climate-related financial risks.
Removed
These laws, regulations and policies continue to evolve and often become more stringent over time.
Added
Given these evolving policy changes across jurisdictions, we anticipate continued movement in ESG matters worldwide, but the ultimate scope, timing, and assurance requirements applicable to us and our value chain remain uncertain.
Removed
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.
Added
Due to the complex and technical nature of many of these laws and regulations, inadvertent violations may occur.
Removed
In this regard, we are working on increasing transparency across our company, particularly around our talent recruitment, development and retention efforts.
Removed
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.
Removed
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.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

75 edited+42 added−7 removed124 unchanged
Biggest changeEnergy 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.
Biggest changeEnergy and commodity prices and supply are volatile and can be impacted by many factors beyond our control, including: expectations about future supply and demand for petroleum products and availability of alternatives, including the technological developments necessary to create alternatives; 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 uncertainty in Venezuela, and threatened or actual acts of terrorism, war or civil unrest; the imposition of tariffs in the U.S. and retaliatory tariffs and trade measures in response thereto; laws, regulations or taxes related to environmental matters, including those mandating or incentivizing alternative energy sources, such as the E.U.'s sustainable aviation fuel mandate on fuel supplied at E.U. airports, 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, which may be exacerbated by climate change. 8 Table of Contents As described above, we extend credit to many of our customers in connection with their purchase of fuel and services from us.
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.
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, and make operational and financial decisions or damage our reputation with customers or suppliers, particularly in the event of billing errors or payment 10 Table of Contents delays.
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.
If there is a sudden 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.
Further, in August 2022, the California Air Resources Board finalized its Advanced Clean Cars II (ACC II) program, including requiring an increasing percentage of new passenger vehicles sold in the state to be zero emission vehicles for the 2026-2035 model years, ending with a 100% sales target in the 2035 model year. Additional U.S. jurisdictions could adopt similar requirements.
Further, in August 2022, the California Air Resources Board finalized its Advanced Clean Cars II program, including requiring an increasing percentage of new passenger vehicles sold in the state to be zero-emission vehicles for the 2026-2035 model years, ending with a 100% sales target in the 2035 model year. Additional U.S. jurisdictions could adopt similar requirements.
The risk of enforcement has also grown in recent years as more of the countries in which we operate have passed anti-corruption laws and prioritized enforcement of those laws which can result in significant fines and penalties. International trade controls, including economic sanctions such as those administered by the U.S.
The risk of enforcement has also grown in recent years as more of the countries in which we operate have passed anti-corruption laws and prioritized enforcement of those laws, which can result in significant fines and penalties. International trade controls, including economic sanctions and export controls such as those administered by the U.S.
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.
Acquiring, integrating and exiting 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 13 Table of Contents • limited indemnities, or security supporting such indemnities, from sellers in an acquisition or ongoing indemnity obligations to purchasers in a divestiture.
Furthermore, numerous institutional investors and financial institutions have indicated a focus on matters affecting the environment, which may result in reduced investments in, or financing available to, industries that emit GHG emissions. Many of these groups believe that climate change will significantly influence companies' long-term prospects and have developed ESG standards and guidelines to measure companies' performance.
Furthermore, certain institutional investors and financial institutions have indicated a focus on matters affecting the environment, which may result in reduced investments in, or financing available to, industries that emit GHG emissions. Many of these groups believe that climate change will significantly influence companies' long-term prospects and have developed ESG standards and guidelines to measure companies' performance.
If the fuel and other products we sell or the services we provide, whether directly or through a third party, fail to meet the requirements we have agreed to with customers or those mandated by law or regulation, whether due to contamination, arising in connection with our advisory services or otherwise, our relationship with our customers can be adversely affected and we may be subject to material claims and liabilities.
If the fuel and other products we sell or the services we provide, whether directly or through a third party, fail to meet the requirements we have agreed to with customers or those mandated by law or regulation, whether due to contamination, arising in connection with our advisory services or otherwise, our relationship with our customers can be adversely affected, and we have in the past and may in the future be subject to material claims and liabilities.
While such activities currently represent an immaterial amount of our consolidated revenue and income and are undertaken pursuant to general and/or specific licenses issued by OFAC or as otherwise permitted by applicable sanctions regulations, these activities, as well as rapidly changing sanctions regimes across the globe, may expose us to a heightened risk of violating trade control regulations.
While such activities are undertaken pursuant to general and/or specific licenses issued by OFAC or as otherwise permitted by applicable sanctions regulations and currently represent an immaterial amount of our consolidated revenue and income, these activities, as well as rapidly changing sanctions regimes across the globe, may expose us to a heightened risk of violating economic sanctions and similar trade control regulations.
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.
Item 1A. Risk Factors You should carefully consider each of the following risks and all the other information contained in this 2025 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.
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.
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, 18 Table of Contents 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.
For example, the E.U.'s General Data Protection Regulation imposes strict rules on handling personal data related to the E.U. and imposes significant sanctions for violations. We have substantial operations in the E.U. and are therefore subject to these heightened standards.
For example, the E.U.'s General Data Protection Regulation imposes strict rules on handling personal data related to the E.U. and imposes significant fines for violations. We have substantial operations in the E.U. and are therefore subject to these heightened standards.
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.
Our failure or inability to comply with these requirements, including financial ratios or other covenants, could limit the availability under our Credit Facility, as 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.
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.
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 have in the past and may in the future also be ineffective when the prices of historically correlated commodities diverge from their historical correlations.
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.
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. 17 Table of Contents In the U.S., various federal, state and local laws and regulations have been enacted relating to GHG emissions.
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.
Our business is subject to risks associated with doing business internationally, such as: • trade protection measures, economic sanctions, export controls, and import or export restrictions, including 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, vary across jurisdictions 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 and trade measures 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, pandemics and other health crises, natural disasters, and other severe weather-related events.
Accordingly, this can negatively impact our value proposition to these types of customers and increases the risk of disintermediation. Our operations are subject to business interruptions and casualty losses.
Accordingly, this can negatively impact our value proposition to these types of customers and increase the risk of disintermediation. Our operations are subject to business interruptions and casualty losses.
Increasing attention to environmental, social and governance issues, including those related to climate change and sustainability, may increase our costs and impose difficult and expensive compliance requirements. Customers, consumers, investors, and other stakeholders are increasingly focusing on environmental, social and governance (“ESG”) matters, including climate, water use and other sustainability concerns.
Increasing attention to environmental, social and governance issues, including those related to climate change and sustainability, may increase our costs and impose difficult and expensive compliance requirements. Certain customers, consumers, investors, and other stakeholders are increasingly focusing on ESG matters, including climate, water use and other sustainability concerns.
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.
Certain of our customers are affected by variations in demand for business and leisure travel. Business travel is impacted by increased use of conferencing and collaboration technology, increased remote work and cost-driven business travel limitations, while leisure travel demand is impacted by reductions in consumer discretionary income and other economic factors.
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.
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 methane emissions from certain facilities in the oil and natural gas sector.
Finally, the potential physical impacts of climate change on our operations are highly uncertain and vary amongst the geographic areas in which we operate.
Finally, the potential physical impacts of climate change on our operations are highly uncertain and vary among the geographic areas in which we operate.
We and our third party providers have experienced, and expect to continue to experience, cybersecurity incidents. To our knowledge, we have not experienced any material losses relating to cybersecurity attacks. However, there can be no assurance that we will not suffer material losses in the future.
We have experienced and our third-party providers have experienced, and expect to continue to experience, cybersecurity events. To our knowledge, we have not experienced any material losses relating to cybersecurity events. However, there can be no assurance that we will not suffer material losses in the future.
Future market volatility, inflation, and persistent weakness in global energy markets may adversely affect our ability to access capital and credit markets or to obtain funds at low interest rates or on other advantageous terms.
Market volatility, inflation, and future persistent weakness in global energy markets have in the past and may in the future adversely affect our ability to access capital and credit markets or to obtain funds at low interest rates or on other advantageous terms.
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.
Cybersecurity incidents have in the past and may in the future 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.
Due to continual changes in market and general business conditions, we cannot predict whether, and to what extent, our goodwill and long-lived intangible assets may be impaired in future periods. Our operating results may be negatively affected by both the impairment and the underlying business trends that triggered the impairment. See Note 6. Goodwill and Identifiable Intangible Assets.
Due to continual changes in market and general business conditions, we cannot predict whether, and to what extent, our goodwill and long-lived intangible assets may be impaired or further impaired in future periods. Our operating results may be negatively affected by both the impairment and the underlying business trends that triggered the impairment. See Note 7.
We may also enter into proprietary derivative transactions that are not intended to hedge our own risk but are instead intended to make a profit by capitalizing on arbitrage opportunities associated with basis, time, quality or geographic spreads related to the energy products we sell.
We have in the past and may in the future also enter into proprietary derivative transactions that are not intended to hedge our own risk but are instead intended to make a profit by capitalizing on arbitrage opportunities associated with basis, time, quality or geographic spreads related to the energy products we sell.
The emissions fee and renewable and low carbon energy funding provisions of the law could accelerate the transition away from fossil fuels or otherwise adversely impact the use of petroleum-based motor fuels, which could in turn have an indirect adverse effect on our business and results of operations.
Depending on the extent implemented, the emissions fee and renewable and low carbon energy funding provisions of the IRA could accelerate the transition away from fossil fuels or otherwise adversely impact the use of petroleum-based motor fuels, which could in turn have an indirect adverse effect on our business and results of operations.
Additionally, our business and that of our customers can be adversely impacted by political instability, terrorist activities, piracy, military action, transportation, terminal or pipeline capacity constraints, natural disasters and other weather-related events that disrupt shipping, flight operations, land transportation or the availability of fuel, which may negatively impact sales of our products and services.
Additionally, our business and that of our customers has been or may in the future be adversely impacted by political instability, terrorist activities, piracy, military action, transportation, terminal or pipeline capacity constraints, pandemics, natural disasters and other weather-related events that disrupt shipping, flight operations, land transportation or the availability of fuel, which may negatively impact sales of our products and services.
If we are unable to recover losses from a defaulting counterparty, we could sustain substantial losses that would likely have a material adverse effect on our business, financial condition, results of operations and cash flows. Additionally, our hedging activities also result in additional costs and can require cash deposits for margin calls.
If we are unable to recover losses from a defaulting counterparty, we could sustain substantial losses that would likely have a material adverse effect on our business, financial condition, results of operations and cash flows. Additionally, our hedging activities result in additional costs and have in the past and may in the future require cash deposits for margin calls.
Additionally, political or governmental developments or other global health concerns or crises in the countries in which we or our customers operate, could also result in further social, economic or labor instability. Further, personnel or other shortages can impact our customers’ ability to meet demand, which may in turn adversely affect their demand for our fuel products.
Additionally, political or governmental developments or global health concerns or crises, including pandemics and climate change, in the countries in which we or our customers operate could result in social, economic or labor instability. Further, personnel or other shortages can impact our customers’ ability to meet demand, which may in turn adversely affect their demand for our fuel products.
An inability to purchase fuel from us or other suppliers can have an adverse impact on their business, causing them to be unable to make payments owed to us for fuel they previously purchased on credit.
An inability to purchase fuel from us or other suppliers can have an adverse impact on their business, causing them to be unable to make payments owed to us for fuel they previously purchased on credit and potentially resulting in their insolvency.
Any inadequacies in our systems and policies could result in payments being withheld, penalties and reduced future business.
Any inadequacies in our systems and policies has in the past and could in the future result in payments being withheld, penalties and reduced future business.
If our ESG initiatives fail to satisfy our investors, customers, suppliers, or other stakeholders, our reputation, ability to sell products and services to customers, our ability to attract or retain employees, and our attractiveness as an investment or business partner could be negatively impacted.
If our ESG initiatives fail to satisfy our investors, customers, suppliers, or other stakeholders, or if our initiatives are viewed unfavorably by stakeholders supporting anti-ESG initiatives, our reputation, ability to sell products and services to customers, our ability to attract or retain employees, and our attractiveness as an investment or business partner could be negatively impacted.
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.
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 14. Income Taxes and 10. Commitments and Contingencies for additional details regarding certain tax matters.
External parties may attempt to fraudulently induce employees, customers, suppliers or other users of our systems to disclose sensitive information to gain access to our data or use electronic means to induce us to enter into fraudulent transactions.
External parties have in the past and may in the future attempt to fraudulently induce employees, customers, suppliers or other users of our systems to disclose sensitive information to gain access to our data or use electronic means to induce us to enter into fraudulent transactions.
However, extreme or unseasonable weather conditions can affect seasonal demand patterns and the prices of the products we sell, which can in turn adversely impact our results of operations. Furthermore, we cannot provide any assurances that the seasonal variability will continue in future periods.
However, extreme or unseasonable weather conditions, exacerbated by the effects of climate change, has in the past and may in the future affect seasonal demand patterns and the prices of the products we sell, which can in turn adversely impact our results of operations. Furthermore, we cannot provide any assurances that the seasonal variability will continue in future periods.
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.
In certain markets, we have in the past and may in the future rely on a single or limited number of suppliers to sell us fuel or provide services on our behalf. We have in the past and may in the future have limited alternatives if such supplier fails to meet applicable standards or 12 Table of Contents requirements.
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.
Similarly, if our 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, which has occurred in the past and may occur in the future.
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.
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.
An event of default, if not cured or waived, would permit acceleration of any outstanding indebtedness under these facilities, could trigger cross-defaults under other agreements to which we are a party (such as certain derivative contracts), and would impair our ability to obtain working capital advances and letters of credit, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
An event of default, if not cured or waived, would permit acceleration of any outstanding indebtedness under these facilities, could trigger cross-defaults under other agreements to which we are a party (such as certain derivative contracts), and would impair our ability to obtain working capital advances and letters of credit, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows. 15 Table of Contents Our business is subject to seasonal variability, which can cause our financial results to fluctuate and can adversely affect the market price of our shares.
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 have in the past and may in the future 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.
Weak economic conditions that have a negative impact on our customers' business may, in turn, have an adverse effect on our business.
Weak economic conditions that have a negative impact on our customers' business have in the past and may in the future have an adverse effect on our business.
Treasury's Office of Foreign Assets Control ("OFAC") or the U.K.'s HM Treasury, export controls and anti-boycott regulations, restrict our business dealings with certain countries and individuals, are complex, may conflict with each other, are continually changing and may be adopted quickly.
Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, the U.S. Department of Commerce's Bureau of Industry and Security, or the U.K.'s HM Treasury, as well as anti-boycott regulations, restrict our business dealings with certain countries and individuals, are complex, may conflict with each other, are continually changing and may be adopted quickly.
The extent to which countries in which we operate adopt and implement these rules and actions could have a material adverse impact on our income tax expense, effective tax rate, financial condition, and results of operations and cash flows. We are continuing to review and evaluate the potential impact of these rules as additional guidance and clarification becomes available.
The extent to which countries in which we operate adopt and implement these rules and actions could have a material adverse impact on our income tax expense, effective tax rate, financial condition, and results of operations and cash flows.
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.
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.
As described above, we extend credit to many of our customers in connection with their purchase of fuel and services from us. During periods of high fuel prices, our customers may not be able to purchase the same volumes of fuel from us because of their financial credit limits with us.
During periods of high fuel prices, our customers may not be able to purchase the same volumes of fuel from us because of their financial credit limits with us.
Moreover, there can be a risk of serious injury or loss of life for our employees or subcontractors when operating in high-risk locations.
Moreover, there has been in the past and may be in the future a risk of serious injury or loss of life for our employees or subcontractors when operating in high-risk locations.
In addition, we may act as a counterparty in over-the-counter swap transactions with some of our customers where the customer may be required to pay us in connection with changes in the price of the underlying energy product. Further, we may use derivatives to hedge price risks associated with our fuel inventories and purchase and sale commitments.
In addition, we have acted and may in the future act as a counterparty in over-the-counter swap transactions with some of our customers where the customer may be required to pay us in connection with changes in the price of the underlying energy product.
Government sales can be materially impacted by factors such as administration policy changes, supply disruptions, inventory shortages and other logistical difficulties that can arise when conducting business in areas with active military conflicts, natural disasters or other severe circumstances.
Government sales are materially impacted by factors such as administration policy changes, including the government's ability to unilaterally cancel or renegotiate contracts or renounce or default on obligations, as well as supply disruptions, inventory shortages and other logistical difficulties that can arise when conducting business in areas with active military conflicts, natural disasters or other severe circumstances.
Countries have begun the process to introduce the OECD model rules on a global minimum tax and other OECD initiatives into their tax regimes.
Countries continue to introduce the OECD model rules on a global minimum tax and other OECD initiatives into their tax regimes and continue to develop and refine the applicable legislation.
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.
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.
Some of our employees, including many of our drivers that transport fuel products, are represented by labor unions under collective bargaining agreements. Additional unionization of our workforce, wage negotiations with unions or renegotiation of collective bargaining agreements may result in increased labor costs or other terms that are less favorable to us, or a strike or work stoppage.
Additional unionization of our workforce, wage negotiations with unions or renegotiation of collective bargaining agreements have in the past and may in the future result in increased labor costs or other terms that are less favorable to us, or a strike or work stoppage.
We typically hedge our price risk in any of the foregoing types of transactions by entering into derivative instruments with large energy companies, trading houses and financial institutions.
Further, we have and may in the future use derivatives to hedge price risks associated with our fuel inventories and purchase and sale commitments. We typically hedge our price risk in any of the foregoing types of transactions by entering into derivative instruments with large energy companies, trading houses and financial institutions.
Our international operations subject us to international trade control, anti-money laundering and anti-corruption laws that can impose substantial compliance costs and expose us to civil and/or criminal penalties. Our global operations are subject to applicable anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010, anti-money laundering laws, international trade controls, and competition laws.
Our international operations subject us to international trade control, anti-money laundering and anti-corruption laws, including substantial compliance costs and potential exposure to administrative, civil and/or criminal penalties. Our global operations are subject to risks associated with compliance with applicable economic sanctions, export controls, anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the U.K.
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.
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.
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.
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.
If our estimates and assumptions prove to be incorrect, we may be required to impair some or all of the carrying amount of goodwill and intangible assets within one or more of our reporting units. In the past, we have recorded impairment charges in connection with actions such as exiting certain markets or lines of business.
If our estimates and assumptions prove to be incorrect, we may be required to impair some or all of the carrying amount of goodwill and intangible assets within one or more of our reporting units.
For example, as a result of the military conflict in Eastern Europe, the U.S., the E.U., the U.K. and other countries in which we operate have imposed sanctions on Russia and certain other individuals and entities with connections to the Russian state. Additional restrictions may be enacted, amended, enforced or interpreted in a manner that materially impacts our operations.
For example, as a result of the military conflict in Eastern Europe, the U.S., the E.U., the U.K. and other countries in which we operate have imposed sanctions and export controls on Russia and Belarus and certain other individuals and entities with connections to the Russian and Belarusian nations.
Our business is subject to seasonal variability, which can cause our financial results to fluctuate and can adversely affect the market price of our shares. Our operating results can be subject to seasonal variability. Seasonality results from numerous factors, including demand changes related to seasonal travel and weather patterns.
Our operating results can be subject to seasonal variability. Seasonality results from numerous factors, including demand changes related to seasonal travel and weather patterns.
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.
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.
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.
Inflation in the United States and other jurisdictions in which we do business has increased significantly in recent years, driven in part by supply chain disruptions, labor shortages and increased commodity prices, which has 16 Table of Contents generally resulted in higher costs.
Changes in product quality specifications or blending requirements could reduce demand, impact our throughput volume, require us to incur additional costs or require capital expenditures. We may also incur material liabilities if our products cause physical damage to a vessel or aircraft, bodily injury or result in the assertion of substantial claims of civil liability against us.
We have in the past and may in the future also incur material liabilities if our products cause physical damage to a vessel or aircraft, bodily injury or result in the assertion of substantial claims of civil liability against us.
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.
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. 20 Table of Contents A 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.
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.
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.
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.
These and other risks may result in substantial losses. 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.
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.
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.
Our customers may also experience strikes or other labor disputes that could reduce their demand for our products and services or their ability to pay for products and services already provided. Financial, Economic & Market Risks Economic, political and other risks associated with international sales and operations could adversely affect our business and future operating results.
Our customers have in the past and may in the future also experience strikes or other labor disputes that could reduce their demand for our products and services or their ability to pay for products and services already provided.
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.
Bribery Act 2010, anti-money laundering laws, and competition laws. Anti-bribery and anti-corruption laws generally prohibit us from providing anything of value to foreign officials for the purpose of improperly influencing official decisions or improperly obtaining or retaining a business advantage and may also apply to commercial bribery.
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.
Our operations have in the past and may in the future be 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. 9 Table of Contents Any of the foregoing has in the past and may in the future result in distribution difficulties and disruptions, environmental pollution, government-imposed fines or clean-up obligations, personal injury or wrongful death claims, or damage to our properties or the properties of others.
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. 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.
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.
From time to time, certain of our subsidiaries have limited business dealings in countries subject to comprehensive OFAC administered sanctions.
Additional restrictions may be enacted, amended, enforced or interpreted in a manner that materially impacts our operations. From time to time, certain of our subsidiaries have limited business dealings in countries subject to comprehensive sanctions.
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.
Such policies and procedures may not always prevent us, our employees or parties acting on our behalf from violating these laws and regulations. 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.
Some of our operations are in jurisdictions that have or are developing regulatory regimes governing disclosure of GHG emissions, such as the E.U.’s Corporate Sustainability Reporting Directive, and California’s Climate Corporate Data Accountability Act and Climate Related Financial Risk Act.
For example, while SEC adopted climate-change related disclosure requirements in March 2024, the SEC stayed such rules and voted to withdraw its defense of such rules in pending litigation in March 2025; if the disclosure requirements are reinstated and the SEC begins to scrutinize climate-change related disclosures in public filings, we would face an increased potential for enforcement if the SEC were to allege that our climate disclosures are misleading or deficient. 19 Table of Contents Some of our operations are in jurisdictions that have or are developing regulatory regimes governing disclosure of GHG emissions, such as the E.U.’s Corporate Sustainability Reporting Directive, and California’s Climate Corporate Data Accountability Act and Climate Related Financial Risk Act.
Accordingly, violations could adversely affect, among other things, our reputation, business, financial condition, results of operations and cash flows. General Risks We face various risks related to pandemics, epidemics and other outbreaks of infectious disease, which may adversely affect our business, results of operations and financial condition.
Accordingly, violations could adversely affect, among other things, our reputation, business, financial condition, results of operations and cash flows. 21 Table of Contents Item 1B. Unresolved Staff Comments None.
The impact of any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and cash flows. Finally, many of our derivative transactions are not designated as hedges for accounting purposes.
If any of these remedies are significant, it could have a material adverse effect on our business and reputation, as well as our financial condition, results of operations and cash flows. We have established policies and procedures designed to promote compliance with these laws and regulations.
Removed
Any of the foregoing can result in distribution difficulties and disruptions, environmental pollution, government-imposed fines or clean-up obligations, personal injury or wrongful death claims, or damage to our properties or the properties of others.
Added
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.
Removed
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.
Added
During the fourth quarter of 2023, the Company recognized related extraordinary losses totaling $48.8 million in connection with such bid. See Note 10. Commitments and Contingencies for additional information.
Removed
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.

… 44 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

9 edited+3 added−0 removed9 unchanged
Biggest changeWe 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.
Biggest changeOur interim CIO has extensive experience gained from years of experience, including with World Kinect, in cybersecurity, IT strategy, infrastructure, applications, data, and artificial intelligence. 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 on key cybersecurity topics.
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 CISO, together with our CIO and other members of the senior leadership in our information technology organization, also provide the Audit Committee with these updates on at least a quarterly basis, and more often as needed.
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.
Recognizing the complexity and evolving nature of cybersecurity threats, we 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 consultation on security enhancements.
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.
We have implemented processes designed to mitigate risks related to data breaches or other security events 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.
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.
Governance – Roles of our Board of Directors and Management Our Board has delegated the Audit Committee with responsibility for monitoring and oversight of the information technology and cybersecurity components of our risk assessment and risk management programs.
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.
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. 22 Table of Contents We conduct internal vulnerability scans, penetration tests, and breach simulation exercises, reinforcing our controls and our readiness to respond to potential threats.
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.
The Audit Committee, composed entirely of independent directors: • regularly reviews 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; • oversees technology and operations processes that relate to or affect our internal control systems, information security, data protection and privacy, fraud and cybersecurity risks; and, • assists management in developing our risk management methodologies and the steps taken to identify, monitor and control such exposures.
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.
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 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.
Our cybersecurity program also includes a detailed control catalog that is designed to map to several other frameworks, providing a broad approach to managing cyber risks.
Added
Our cybersecurity leaders possess a range of skills, experiences, educations and certifications that we believe make them qualified to be enterprise-wide leaders.
Added
Our CISO has extensive cybersecurity knowledge and skills gained from experience as an architect in the financial services and energy industries, with additional experience in business process design, cloud/development operations, digital application programming interfaces, and identity integration and strategic information technology ("IT") experiences, among others.
Added
Our cybersecurity policies, standards, processes, and practices are designed to align with the National Institute of Standards and Technology ("NIST") Cybersecurity Framework. We last achieved ISO 27001 certification on April 11, 2025 and intend to review and update that certification as appropriate in the future.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed2 unchanged
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.
Biggest changeAs of February 13, 2026, 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+1 added−1 removed1 unchanged
Biggest changeWe have elected to use a threshold of $1 million for purposes of determining whether the disclosure of any such environmental proceeding is required. We are not currently a party to any claim, complaint or proceeding that we expect to have a material adverse effect on our business or financial condition.
Biggest changeWe have elected to use a threshold of $1 million for purposes of determining whether the disclosure of any such environmental proceeding is required. The information set forth in Note 10. Commitments and Contingencies is incorporated herein by reference. Item 4. Mine Safety Disclosures Not applicable. 23 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 11.
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 14.
Commitments 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.
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.
Removed
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
Added
Income Taxes and 10. 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

6 edited+2 added−0 removed0 unchanged
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.
Biggest changeThe cumulative return includes reinvestment of dividends. 24 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) 10/1/2025 - 10/31/2025 241 $ 25.87 241 $ 185,510 11/1/2025 - 11/30/2025 1,328 25.20 1,328 $ 152,023 12/1/2025 - 12/31/2025 — — — $ 302,023 Total 1,569 $ 25.30 1,569 $ 302,023 (1) The average price paid per share excludes the impact of the 1% Federal excise tax owed pursuant to the IRA.
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]
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 2025, see the corresponding Quarterly Reports on Form 10-Q. Item 6. [Reserved]
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.
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, 2025, approximately $302.0 million remained available under our repurchase authorizations.
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.
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, 2025, the closing price of our stock on the NYSE was $23.43.
(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.
(2) On March 16, 2020, we announced that our Board of Directors approved a stock repurchase program authorizing $200.0 million in common stock repurchases. On September 9, 2024 and December 4, 2025, we announced that our Board of Directors approved additional stock repurchase programs authorizing common stock repurchases of $200.0 million and $150.0 million, respectively.
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.
Stock Performance This graph compares the cumulative total shareholder return assuming the investment of $100 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, 2020 through December 31, 2025.
Added
As of February 13, 2026, there were 66 shareholders of record of our common stock. Dividend Policy The decision to pay cash dividends in the future is made at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, capital requirements, business prospects and other factors our board may deem relevant.
Added
In the fourth quarter of 2025 we declared a quarterly dividend on common stock of $0.20 per share with payments in January of 2026.

Item 7. Management's Discussion & Analysis

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

82 edited+37 added−28 removed36 unchanged
Biggest changeSee "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.
Biggest changeSee "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 2025 10-K Report. 27 Table of Contents Results of Operations Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 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, 2025 2024 Revenue $ 36,916.6 $ 42,168.0 Cost of revenue 35,968.8 41,141.6 Gross profit 947.8 1,026.4 Operating expenses: Compensation and employee benefits 437.4 482.5 General and administrative 282.5 297.1 Goodwill and other asset impairments 689.6 29.0 Restructuring and exit costs 103.1 7.1 Total operating expenses 1,512.5 815.7 Income (loss) from operations (564.7) 210.6 Non-operating income (expenses), net: Interest expense and other financing costs, net (100.6) (102.2) Other income (expense), net (74.3) (12.9) Total non-operating income (expense), net (174.9) (115.1) Income (loss) before income taxes (739.7) 95.5 Income tax expense (benefit) (127.9) 27.6 Net income (loss) including noncontrolling interest (611.7) 67.9 Net income (loss) attributable to noncontrolling interest 2.7 0.5 Net income (loss) attributable to World Kinect $ (614.4) $ 67.4 Basic earnings (loss) per common share $ (10.99) $ 1.14 Diluted earnings (loss) per common share $ (10.99) $ 1.13 Revenue .
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.
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 2025 10‑K Report.
The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities.
GAAP. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities.
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.
Based on the information currently available, we believe that our cash and cash equivalents as of December 31, 2025 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.
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.
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 10. Commitments and Contingencies for additional information.
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.
As of December 31, 2025, 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.
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.
See Note 9. 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.
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.
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 2025 10‑K Report.
Acquisitions and Divestitures, partially offset by capital expenditures of $68.2 million, the issuance of notes receivable, net of repayments received, of $37.3 million, and cash paid for the acquisition of a business of $40.0 million.
Acquisitions and Divestitures, partially offset by capital expenditures of $68.2 million, the issuance of notes receivable, net of repayments received, of $37.3 million and cash paid for the acquisition of a business of $40.0 million. Financing Activities.
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.
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 sustainability, and the associated risks, see Part I, Item 1. – Business and Item 1A. – Risk Factors within this 2025 10-K Report.
The Convertible Notes are senior, unsecured obligations that bear interest at a rate of 3.250% per year, payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2024.
The Convertible Notes are senior, unsecured obligations that bear interest at a rate of 3.250% per year, payable semiannually in arrears on January 1 and July 1 of each year.
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.
Additionally, 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.
The timing of any settlement of our Unrecognized Tax Liabilities with the respective taxing authority cannot be reasonably estimated. Letters of Credit and Bank Guarantees. In the normal course of business, we are required to provide letters of credit to certain suppliers.
The timing of any settlement of our Unrecognized Tax Liabilities with the respective taxing authority cannot be reasonably estimated. 33 Table of Contents Letters of Credit and Bank Guarantees. In the normal course of business, we are required to provide letters of credit to certain suppliers.
We have identified the areas described below as critical to our business operations and the understanding of our results of operations given the uncertainties associated with the assumptions underlying each estimate. For a detailed discussion on the application of these and other significant accounting policies, see Note 1.
We have identified the areas described below as critical to our business operations and the understanding of our results of operations given the uncertainties associated with the assumptions underlying each estimate. For a detailed discussion on the application of these and other significant accounting policies, see Note 1. Basis of Presentation, New Accounting Standards, and Significant Accounting Policies.
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.
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, 2024 (herein incorporated by reference), filed with the SEC on February 25, 2025, for management's discussion of the fiscal year ended December 31, 2023.
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.
See Note 9. 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 12. Leases for additional information.
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.
Net cash provided by investing activities in 2024 was principally 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 2.
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.
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, 2025, we had issued letters of credit and bank guarantees totaling $490.3 million under our Credit Facility and other uncommitted credit lines. Surety Bonds.
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.
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, 2025, we incurred capital expenditures in the ordinary course of business of approximately $65.6 million.
However, to the extent that a rising cost environment impacts our results, there are typically offsetting benefits either inherent in certain parts of our business or that may result from proactive measures we take to reduce the impact of inflation on our net operating results.
In a rising cost environment, there may be offsetting benefits either inherent in certain parts of our business or that may result from proactive measures we take to reduce the impact of inflation on our net operating results.
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.
In 2026, we expect our capital expenditures to be generally consistent with the year ended December 31, 2025. Unrecognized Income Tax Liabilities. As of December 31, 2025, we have recorded gross liabilities for unrecognized income tax benefits ("Unrecognized Tax Liabilities"), including penalties and interest, of $95.9 million.
Basis of Presentation, New Accounting Standards, and Significant Accounting Policies. 32 Table of Contents Description Judgments and Uncertainties Effect if Actual Results Differ from Assumptions Impairment Assessments of Goodwill, Long-Lived Assets, and Equity Investments We evaluate goodwill for impairment at least annually, and whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
Description Judgments and Uncertainties Effect if Actual Results Differ from Assumptions Impairment Assessments of Goodwill, Long-Lived Assets, and Equity Investments We evaluate goodwill for impairment at least annually, and whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
Average fuel prices decreased by $0.33, or 13%, in the year ended December 31, 2024 compared to the year ended December 31, 2023.
Average fuel prices decreased by $0.28, or 13%, in the year ended December 31, 2025 compared to the year ended December 31, 2024.
Higher interest rates also typically increase the interest expense associated with our credit arrangements with banks and other parties that serve as important sources of liquidity for us, which can therefore negatively impact our results of operations for a particular period.
A significant or prolonged period of trade uncertainty or high inflation could adversely impact our results. Higher interest rates also typically increase the interest expense associated with our credit arrangements with banks and other parties that serve as important sources of liquidity for us, which can therefore negatively impact our results of operations for a particular period.
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.
For the year ended December, 31 2025, net cash provided by operating activities was $292.9 million, compared to $259.9 million net cash provided during the year ended December 31, 2024.
While we currently believe that our derivative contracts will be effective in mitigating the associated price risks, it is possible that our derivative instruments will be ineffective at mitigating material changes in prices, which could have an adverse impact on our financial position and results of operations.
While we currently believe that our derivative contracts will be effective in mitigating the associated price risks, if our estimates of fair value and related assumptions prove to be incorrect, it is possible that our derivative instruments may be ineffective at mitigating material changes in prices, which could have an adverse impact on our financial position and results of operations.
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.
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 $48.74, or 9%, in the year ended December 31, 2025 compared to the year ended December 31, 2024.
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.
Revenues in our land segment were $10.2 billion for the year ended December 31, 2025, a decrease of $2.6 billion, or 20%, compared to the year ended December 31, 2024. The decrease in revenue was principally driven by lower average fuel prices and a decrease in volumes.
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.
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.
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.
For the year ended December 31, 2025, net cash used in financing activities was $315.1 million compared to net cash used of $230.6 million for the year ended December 31, 2024.
The initial conversion rate was 35.1710 shares of common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $28.43 per share. The conversion rate is subject to adjustment upon the occurrence of certain events, but will not be adjusted for accrued and unpaid interest.
As of December 31, 2025, the conversion rate is 35.6103 shares of common stock per $1,000 principal amount of Convertible Notes, which is equivalent to a conversion price of approximately $28.08 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.
See Item 7A. – Quantitative and Qualitative Disclosures About Market Risks for additional information.
See Item 7A. – Quantitative and Qualitative Disclosures About Market Risks for additional information. 37 Table of Contents
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 year ended December 31, 2025, we had net non-operating expense of $174.9 million, compared to net non-operating expense of $115.1 million for the year ended December 31, 2024.
Our determination of whether to recognize revenue on a gross or net basis can materially impact the amount of revenue we report. Income Taxes We estimate total income tax expense based on statutory tax rates and tax planning opportunities available to us in various jurisdictions in which we operate.
Our determination of whether to recognize revenue on a gross or net basis can materially impact the amount of revenue we report. 36 Table of Contents Description Judgments and Uncertainties Effect if Actual Results Differ from Assumptions Income Taxes We estimate total income tax expense based on statutory tax rates and tax planning opportunities available to us in various jurisdictions in which we operate.
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.
As of December 31, 2025 and 2024, our outstanding letters of credit and bank guarantees under these credit lines totaled $396.4 million and $360.1 million, respectively. 32 Table of Contents Receivables Purchase Agreements.
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 .
Our consolidated revenue for the year ended December 31, 2025 was $36.9 billion, a decrease of $5.3 billion, or 12%, compared to the year ended December 31, 2024, primarily driven by decreased revenue of $2.6 billion, $1.5 billion, and $1.2 billion in our land, aviation, and marine segments, respectively, as discussed further below. Gross profit .
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.
As of December 31, 2025, we have outstanding $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.
The convertible note hedge transactions cover, subject to customary anti-dilution adjustments, the number of shares of common stock that initially underlie the Convertible Notes, and have an initial strike price equal to the initial conversion price of the Convertible Notes.
In connection with the pricing of the Convertible Notes, we entered into convertible note hedge transactions and warrant transactions. The convertible note hedge transactions cover, subject to customary anti-dilution adjustments, the number of shares of common stock that initially underlie the Convertible Notes, and have a strike price equal to the conversion price of the Convertible Notes.
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.
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, 2025 2024 Change Revenue $ 18,993.6 $ 20,469.1 $ (1,475.5) Gross profit $ 526.3 $ 485.5 $ 40.8 Operating expenses 267.1 245.1 22.0 Income (loss) from operations $ 259.1 $ 240.4 $ 18.8 Operational metrics: Aviation segment volumes (gallons) 7,148.4 7,250.5 (102.0) Aviation segment average price per gallon $ 2.41 $ 2.62 $ (0.20) Revenues in our aviation segment were $19.0 billion for the year ended December 31, 2025, a decrease of $1.5 billion, or 7%, compared to the year ended December 31, 2024.
Accounts Receivable and Allowance for Credit Losses We maintain a provision for estimated credit losses based upon our historical experience with our customers, any specific customer collection issues that we have identified from current financial information and business prospects, as well as forward-looking information from market sources.
Goodwill and Identifiable Intangible Assets for additional information. 35 Table of Contents Description Judgments and Uncertainties Effect if Actual Results Differ from Assumptions Accounts Receivable and Allowance for Credit Losses We maintain a provision for estimated credit losses based upon our historical experience with our customers, any specific customer collection issues that we have identified from current financial information and business prospects, as well as forward-looking information from market sources.
As a result of the challenges inherent in estimating which customers are less likely to remit amounts owed to us, our provision for estimated credit losses may not always be sufficient.
As a result of the challenges inherent in estimating which customers are less likely to remit amounts owed to us, our provision for estimated credit losses may not always be sufficient. Any write-off of accounts receivable in excess of our provision for credit losses could adversely affect our results of operations and cash flow.
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.
The decrease in revenue was driven by lower average prices and a decrease in volumes. Average jet fuel price per gallon sold decreased by $0.20, or 8%, in the year ended December 31, 2025 compared to the year ended December 31, 2024. Total aviation volumes decreased by 102.0 million, or 1%, to 7.1 billion gallons.
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.
The assumptions and inputs incorporated within the fair value estimates are subject to considerable management judgment and are based on industry, market, and economic conditions prevalent at the time of the acquisition.
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 additional details, please see the Consolidated Statements of Cash Flows. For the Years Ended December 31, 2025 2024 2023 Net cash provided by (used in) operating activities $ 292.9 $ 259.9 $ 271.3 Net cash provided by (used in) investing activities (170.0) 64.5 (101.1) Net cash provided by (used in) financing activities (315.1) (230.6) (152.4) Operating Activities.
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.
In addition, compensation and employee benefit costs were lower as a result of the 2025 Restructuring Plan initiatives and our provision for credit losses was lower as a result of the write-off of accounts receivable during the year ended December 31, 2024 associated with exit activities, as discussed under "Restructuring and Exit Activities" above. 30 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, 2025 2024 Change Revenue $ 7,683.1 $ 8,887.2 $ (1,204.1) Gross profit 123.1 156.4 (33.3) Operating expenses 122.2 91.6 30.6 Income from operations $ 0.9 $ 64.8 $ (63.9) Operational metrics: Marine segment volumes (metric tons) 15.8 16.6 (0.8) Marine segment average price per metric ton $ 487.65 $ 536.39 $ (48.74) Revenues in our marine segment were $7.7 billion for the year ended December 31, 2025, a decrease of $1.2 billion, or 14%, compared to the year ended December 31, 2024.
Furthermore, when fuel prices increase our working capital requirements increase and our own credit limits could prevent us from purchasing enough fuel from our suppliers to meet our customers’ demands, or we could be required to prepay for fuel purchases, any of which would adversely impact our liquidity.
Furthermore, when fuel prices increase our working capital requirements increase and our own credit limits could prevent us from purchasing enough fuel from our suppliers to meet our customers’ demands, or we could be required to prepay for fuel purchases, any of which would adversely impact our liquidity. 31 Table of Contents 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.
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.
These increased cash flows were partially offset by a decrease in our net income adjusted for noncash items (see "Results of Operations" for further details of the drivers impacting our net income), an increase in cash used in our derivative activities, driven by increased collateral requirements, and income tax payments. Investing Activities.
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, 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.
These increased expenses were partially offset by a reduction in compensation and general and administrative expenses associated with the Avinode sale. 29 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, 2025 2024 Change Revenue $ 10,240.0 $ 12,811.7 $ (2,571.7) Gross profit 298.4 384.4 (86.0) Operating expenses 991.0 343.4 647.7 Income from operations $ (692.6) $ 41.1 $ (733.7) Operational metrics: Land segment volumes (gallons) (1) 5,612.7 6,078.1 (465.4) Land segment average price per gallon $ 1.82 $ 2.11 $ (0.28) (1) Includes gallons and gallon equivalents of British Thermal Units (BTU) for our natural gas sales and Kilowatt Hours (kWh) for our power business.
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.
Our consolidated gross profit for the year ended December 31, 2025 was $947.8 million, a decrease of $78.5 million, or 8%, compared to the year ended December 31, 2024, attributable to decreased gross profit of $86.0 million and $33.3 million in our land and marine segments, respectively, partially offset by increased gross profit of $40.8 million in our aviation segment, as discussed further below.
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.
Land segment gross profit for the year ended December 31, 2025 was $298.4 million, a decrease of $86.0 million, or 22%, compared to the year ended December 31, 2024.
Any write-off of accounts receivable in excess of our provision for credit losses could adversely affect our results of operations and cash flow. 33 Table of Contents Description Judgments and Uncertainties Effect if Actual Results Differ from Assumptions Business Combinations A business combination occurs when an entity obtains control of a "business." To conclude if the definition of a business is met, we assess whether or not substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, which requires the use of significant judgment to determine the fair value.
Business Combinations A business combination occurs when an entity obtains control of a "business." To conclude if the definition of a business is met, we assess whether or not substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, which requires the use of significant judgment to determine the fair value.
See Part I. Item 1. – Business and Note 15. Business Segments, Geographic Information, and Major Customers for additional information about our business segments.
Restructuring and Exit Activities 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 15. Business Segments, Geographic Information, and Major Customers for additional information about our business segments.
Future Uses of Liquidity Cash is primarily used to fund working capital to support our operations as well as for strategic acquisitions and investments.
See Item 1A. – Risk Factors in Part I within this 2025 10-K Report for additional information. Future Uses of Liquidity Cash is primarily used to fund working capital to support our operations as well as for strategic acquisitions and investments.
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.
Income from operations in our marine segment for the year ended December 31, 2025 was $0.9 million, a decrease of $63.9 million, or 99%, compared to the year ended December 31, 2024.
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.
During the year ended December 31, 2024, we took 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. In 2025, we launched an initiative designed to further streamline our operating model and enhance organizational efficiency and effectiveness.
Low fuel prices also facilitate increased competition by reducing financial barriers to entry and enabling existing, lower-capitalized competitors to conduct more business as a result of lower working capital requirements.
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. Low fuel prices also facilitate increased competition by reducing financial barriers to entry and enabling existing, lower-capitalized competitors to conduct more business as a result of lower working capital requirements.
In the normal course of business, we are required to post bid, performance and other surety-related bonds. The majority of the surety bonds posted relate to our aviation and land segments.
In the normal course of business, we are required to post bid, performance and other surety-related bonds. The majority of the surety bonds posted relate to our aviation and land segments. We had outstanding bonds that were executed in order to satisfy various security requirements of $65.5 million as of December 31, 2025. Trip Support Services Acquisition.
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 decrease of $155.6 million was primarily attributable to lower income before income taxes as well as changes in the mix of our worldwide earnings, in addition to a net discrete tax expense of $18.1 million the year ended December 31, 2025 as compared to a net discrete tax expense of $3.2 million for the year ended December 31, 2024.
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.
For the year ended December 31, 2025, net cash used in investing activities was $170.0 million, compared to net cash provided of $64.5 million during the year ended December 31, 2024. The net cash used in investing activities in 2025 was primarily driven by $153.6 million paid to acquire Universal TSS as discussed in Note 2.
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.
Total land volumes decreased by 0.5 billion, or 8%, to 5.6 billion gallon or gallon equivalents in the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily attributable to the sale of Watson Fuels and our fuel business in Brazil.
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.
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. 34 Table of Contents 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 2025 10‑K Report, which has been prepared in accordance with U.S.
A reporting unit is considered at risk when its fair value does not exceed its carrying amount by more than 10%.
A reporting unit is considered at risk when its fair value does not exceed its carrying amount by more than 10%. While our aviation reporting unit is not considered at risk, our land reporting unit has been considered to be at risk since the fourth quarter of 2024. As discussed in Note 7.
The increase in other expenses during the year ended December 31, 2024 was primarily driven by the $111.2 million loss on sale of the Brazil disposal group, partially offset by the $96.0 million gain on the sale of Avinode, as discussed in Note 3. Acquisitions and Divestitures. Income Taxes .
The increase in non-operating expense of $59.9 million was primarily attributable to the $81.7 million loss 28 Table of Contents on the sale of Watson Fuels during the year ended December 31, 2025 compared to the net of the $111.2 million loss recognized on the sale of the Brazil disposal group and the $96.0 million gain recognized on the sale of Avinode during the year ended December 31, 2024, as discussed in Note 2.
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.
Income from operations in our aviation segment for the year ended December 31, 2025 was $259.1 million, an increase of $18.8 million, or 8%, compared to the year ended December 31, 2024, attributable to the increase in gross profit discussed above, partially offset by an increase in operating expenses.
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.
As of December 31, 2025, our material cash requirements from contractual obligations were as follows (in millions): Current Long-Term Total Debt and interest obligations (1) $ 42.1 $ 788.0 $ 830.1 Operating lease obligations (2) 36.1 165.2 201.3 Finance lease obligations (2) 3.5 1.5 5.1 Derivatives obligations (3) 52.7 11.8 64.5 Purchase commitment obligations (4) 179.0 67.4 246.4 Other obligations 3.1 14.9 18.0 Total $ 316.5 $ 1,048.8 $ 1,365.4 (1) Debt and interest obligations include principal and interest payments on fixed-rate and variable-rate, fixed-term debt based on their maturity dates.
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.
Restructuring and Exit Activities for additional information about the actions taken and related impairment charges. 26 Table of Contents Marine Segment Due to the generally spot nature of sales in our marine business, we have traditionally benefited from elevated fuel prices and volatility as well as a constrained credit environment.
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.
The $33.0 million increase in operating cash flows was principally due to increased cash provided by our accounts payable and accounts receivable, inclusive of cash provided by our RPA activity, driven by the declining price environment during the year ended December 31, 2025, as well as cash provided by the collection of transaction tax refunds during the year ended December 31, 2025.
To the extent we prevail in matters for which unrecognized tax benefit liabilities have been established, or are required to pay amounts in excess of our recorded unrecognized tax benefit liabilities, our effective tax rate in a given financial statement period could be materially affected. 34 Table of Contents Description Judgments and Uncertainties Effect if Actual Results Differ from Assumptions Derivatives We enter into financial derivative contracts to mitigate our risk of fuel market price fluctuations in aviation, land, and marine as well as changes in interest and foreign currency exchange rates and also to offer our customers fuel pricing alternatives to meet their needs.
Derivatives We enter into financial derivative contracts to mitigate our risk of fuel market price fluctuations in aviation, land, and marine as well as changes in interest and foreign currency exchange rates and also to offer our customers fuel pricing alternatives to meet their needs.
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.
The net cash used in financing activities in 2025 was primarily attributable to net repayments of debt of $171.7 million driven by net repayments of Credit Facility and term loan borrowings as well as secured borrowings associated with the transfer of transaction taxes, repurchases of common stock of $85.0 million, and dividend payments of $41.3 million.
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.
Acquisitions and Divestitures, partially offset by a decrease in interest expense, driven by a decrease in our average interest rates and daily borrowings, and an increase in other investment income. Income Taxes . For the year ended December 31, 2025, we recognized income tax benefit of $127.9 million, compared to income tax expense of $27.6 million in 2024.
Land Segment In our land segment we continue to focus on improving asset utilization, leveraging the capabilities of our acquisitions, and realigning our operational platform.
On November 5, 2025, we completed the acquisition of Universal TSS for a total purchase price of approximately $207.0 million. See Note 2. Acquisitions and Divestitures for additional information. Land Segment In our land segment, we continue to focus on improving capital efficiency by optimizing asset utilization, leveraging the capabilities of our acquisitions, and realigning our operational platform.
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.
In addition, total volumes decreased by 0.8 million metric tons, or 5%, to 15.8 million metric tons in the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to lower demand in our resale businesses driven in part by market uncertainty with respect to international trade.
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.
In addition to the decrease in gross profit discussed above, operating expenses increased primarily as a result of asset impairment charges recognized during the year ended December 31, 2025, as discussed in Note 5. Fair Value Measurements, partially offset by a reduction in incentive compensation costs.
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.
If our actual results differ significantly from the assumptions used to determined the fair value of the reporting unit, such impact could potentially result in additional goodwill impairment charges in future periods. See Notes 5. Fair Value Measurements and 7.
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.
Operating Expenses. Consolidated total operating expenses for the year ended December 31, 2025 were $1.5 billion, an increase of $696.8 million, or 85%, compared to the year ended December 31, 2024.
As a result, dilution upon conversion of the Convertible Notes will be mitigated as the bond hedge and warrant transactions increase the effective conversion price of the Convertible Notes. See Note 8. Debt, Interest Income, Expense, and Other Finance Costs for additional information. Credit Agreement.
Separately, we sold warrants to acquire, subject to anti-dilution adjustments, the same amount of shares at a strike price of $39.64 per share as of December 31, 2025. As a result, dilution upon conversion of the Convertible Notes will be mitigated as the bond hedge and warrant transactions increase the effective conversion price of the Convertible Notes. See Note 9.
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.
The fees the banks charge us to purchase the receivables from these customers can also be impacted for these reasons. During the third quarter of 2025, we amended one of our RPAs to extend the term of the agreement and reduce the overall fee structure. See Note 3. Accounts Receivable for additional information. Supplier Financing Programs.
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.
As a result of the actions taken under the 2025 Restructuring Plan, we recognized $45.2 million of restructuring charges associated with the 2025 Restructuring Plan during the year ended December 31, 2025, including $32.7 million of severance and other compensation costs and $12.6 million of other transition related costs.
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.
Acquisitions and Divestitures, capital expenditures of $65.6 million, and asset acquisitions of $13.3 million, partially offset by $29.4 million of cash received from the net repayment of notes receivable and $23.4 million net proceeds from the Watson Sale.
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.
Marine segment gross profit for the year ended December 31, 2025 was $123.1 million, a decrease of $33.3 million, or 21%, compared to the year ended December 31, 2024.

… 67 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

9 edited+1 added−2 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, 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.
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, 2025 would have a material impact on our income from operations. 38 Table of Contents As of December 31, 2025, 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 2026 AUD (7.2) 0.662 $ (0.1) 2026 CAD (111.1) 1.392 (1.3) 2026 CLP 5,898.8 925.867 0.1 2026 COP (70,477.2) 3,878.833 (0.6) 2026 DKK 249.3 6.338 (0.1) 2026 EUR 578.7 1.159 (1.2) 2026 GBP (205.5) 1.336 (0.7) 2026 HUF (2,519.7) 337.507 (0.2) 2026 JPY (239.7) 149.312 0.1 2026 KRW (41,343.5) 1,406.301 0.7 2026 MXN 199.8 18.310 1.0 2026 NOK (771.1) 9.832 0.6 2026 NZD (9.2) 0.583 0.1 2026 RON (37.6) 4.394 (0.1) 2026 SEK (215.0) 8.463 (0.6) 2026 ZAR 71.6 16.990 0.2 Total foreign currency exchange derivative contracts $ (2.2) The total fair value of our foreign currency exchange derivative contracts was a net liability of $2.2 million and a net asset of $6.2 million as of December 31, 2025 and 2024, 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 8. 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 9. Debt, Interest Income, Expense, and Other Finance Costs for additional information. Item 8.
The majority of foreign currency exchange derivatives are settled within one year. See Note 4. Derivative Instruments for additional information. Interest Rate Risk Borrowings under our Credit Facility and Term Loan related to base rate loans or Eurodollar rate loans bear floating interest rates plus applicable margins.
The majority of foreign currency exchange derivatives are settled within one year. See Note 4. Derivative Instruments for additional information. Interest Rate Risk Borrowings under our Credit Facility and Term Loan related to base rate loans or Term SOFR loans and alternative currency loans bear floating interest rates plus applicable margins.
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.
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, 39 Table of Contents any sales in the public market of our common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock.
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.
Financial Statements and Supplementary Data The financial statements, together with the report thereon of PricewaterhouseCoopers LLP dated February 23, 2026, are set forth in Item 15 of this 2025 10‑K Report. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None.
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.
The aggregate outstanding balance of our finance lease obligations was $4.4 million as of December 31, 2025, which bear interest at annual rates ranging from 2.6% to 6.9%. We also have other agreements, such as our RPAs, with exposure to interest rate risk. See Note 3. Accounts Receivable and Note 9.
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.
As of December 31, 2025, the applicable margins for base rate loans and Term SOFR loans and alternative currency loans were 0.875% and 1.875%, respectively, and we had a $346.5 million Term Loan and no outstanding borrowings under our Credit Facility.
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.
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) 2025 2024 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 2025 — $ — $ — 0.1 $ 93.74 $ (4.5) 2026 (1.0) 87.26 4.5 — — — 2027 (0.2) 88.33 0.2 — — — Total designated hedge commodity contracts 4.7 (4.5) Non-designated hedge Commodity contracts 2025 — — — (0.7) 10.52 77.4 2026 (1.7) 18.25 46.4 (0.5) 17.11 7.9 2027 (0.7) 17.48 7.2 (0.2) 15.53 3.7 2028 (0.5) 16.89 1.9 (0.2) 18.01 1.2 2029 (0.3) 15.50 1.2 (0.1) 17.29 0.6 2030 — 19.50 1.2 0.1 20.17 2.7 Thereafter — 20.26 2.4 — — — Total non-designated hedge commodity contracts 60.3 93.5 Total commodity derivative contracts $ 65.0 $ 88.9 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.
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.
Debt, Interest Income, Expense, and Other Finance Costs for additional information. A fluctuation of 100 bps in interest rates as of December 31, 2025 would result in a $10.9 million change in interest expense during the next twelve months with respect to the outstanding amounts as of December 31, 2025 under these agreements.
Removed
Debt, Interest Income, Expense, and Other Finance Costs for additional information. We entered into a $300 million, one-month Eurodollar, floating-for-fixed interest rate non-amortizing swap with a maturity date in March 2025 (the "Swap"). The Swap agreement effectively locks in the floating interest rate we will pay for a portion of our Eurodollar rate loans at 0.435%.
Added
In addition, we use derivatives as economic hedges or to optimize the value of our fuel inventory to capitalize on anticipated market opportunities.
Removed
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).

Other WKC 10-K year-over-year comparisons