World Fuel Services 2007 Annual Report Download - page 78

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64435 TX 70WORLD FUEL SERVICES
ANNUAL REPORT
28-Feb-2008 00:13 EST
CLN PSTAM
RR Donnelley ProFile SER kirkw0cm 7*
PMT 2C
CHMFBUAC350855
9.9.26
WORLD FUEL SERVICES CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Issuance of Common Stock
In September 2005, we completed a public offering of 4,112,000 shares of our common stock at a price of
$31.00 per share. We received net proceeds of $120.3 million from the offering, after deducting $6.4 million in
commissions paid to the underwriters and $0.8 million in other expenses incurred in connection with the offering.
Stock Repurchase Programs
Our Board of Directors, from time to time, has authorized stock repurchase programs under the terms of
which we may repurchase our common stock, subject to certain restrictions contained in our Credit Facility
agreement. We did not repurchase any shares of common stock under these programs in 2007, 2006 or 2005. The
following summarizes the status of our stock repurchase programs at December 31, 2007 (in thousands, except
average price per share data):
Repurchase Programs
Authorized
Stock
Repurchases
Repurchases Remaining
Authorized
Stock
RepurchasesShares
Aggregate
Cost
Average
Price
per Share
August 1998 ...................... $ 6,000 1,232 $ 6,000 $4.87 $ —
January 2000 ..................... 10,000 2,782 10,000 3.59 —
September 2000 ................... 10,000 736 3,987 5.42 6,013
4,750 $19,987
In August 2005, our Board of Directors approved the retirement of all of the outstanding shares of our
common stock owned by us and held as treasury stock. As a result, we retired 2,254,000 shares of our common
stock which eliminated the treasury stock balance with an offsetting reduction in common stock and capital in
excess of par value in the accompanying consolidated balance sheets. The retired shares constitute authorized but
unissued shares of common stock.
Non-Employee Director Equity Awards
Each non-employee director received an equity award of 4,700 SSARs and 1,475 RSUs in 2007 and 4,300
SSARs and 1,500 RSUs in 2006 under the 2006 Omnibus Plan (the “2006 Plan). In addition, in 2006, we granted
an aggregate of 400 shares of our common stock to two non-employee directors. For additional information on
the 2006 Plan, see discussion below under “Share-Based Payment Plans.”
In 2005, each non-employee director received equity awards of 10,000 stock options under the 1993
Non-Employee Directors Stock Option Plan (“1993 Plan”), as amended, and 2,000 shares of our common stock
pursuant to a stock grant program, which was separate from any share-based payment plans. We adopted the
2003 Stock Deferral Plan for non-employee directors to provide for deferral of stock grants. Under the 2004
Stock Deferral Plan, each non-employee director could elect to have any annual stock grants paid in stock units,
in lieu of stock, with each stock unit being equivalent to one share of our common stock and deferred as provided
in the Stock Deferral Plan. As of each cash dividend payment date with respect to our common stock, each
participant in the Stock Deferral Plan has credited to his or her account, as maintained by us, a number of stock
units equal to the quotient obtained by dividing: (a) the product of (i) the cash dividend payable with respect to
each share of common stock on such date; and (ii) the total number of stock units credited to his or her account as
of the close of business on the record date applicable to such dividend payment date, by (b) the fair market value
of one share of common stock on such dividend payment date. Upon the participant’s termination of service as
our director for any reason, or upon a change of control, the participant will receive a number of shares of
common stock equal to the number of stock units credited to his account.
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