World Fuel Services 2014 Annual Report Download

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2014 ANNUAL REPORT

Table of contents

  • Page 1
    2014 ANNUAL REPORT

  • Page 2
    ... in supplying fuel products and related services to our customers across the globe. GLOBAL SUPPLY 16.8 billion gallons of fuel in 2014 16.8B 3,000 service locations 1,200 ports 1,000 distribution locations AVIATION MARINE LAND TECHNOLOGY SOLUTIONS Across the energy value chain, World Fuel...

  • Page 3
    .... Michael J. Kasbar Chairman & Chief Executive Officer " We are able to maintain the durability and diversity of our business to deliver strong results." In the second half of the year, we acquired Colt International, a leading global provider of aviation contract fuel and trip support services...

  • Page 4
    ... FILE NUMBER 1-9533 WORLD FUEL SERVICES CORPORATION (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation or organization) 9800 Northwest 41st Street, Suite 400 Miami, Florida (Address of principal executive offices) Registrant's telephone...

  • Page 5
    ... Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information 19 22 23 34 36 36 36 37 Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters Certain...

  • Page 6
    ... Report. Our principal executive office is located at 9800 Northwest 41st Street, Suite 400, Miami, Florida 33178 and our telephone number at this address is 305-428-8000. Our internet address is http://www.wfscorp.com and the investor relations section of our website is located at http://ir.wfscorp...

  • Page 7
    ...revenue. Marine Segment We market fuel, lubricants and related products and services to a broad base of marine customers, including international container and tanker fleets, commercial cruise lines, yachts and time-charter operators, the U.S. and foreign governments, as well as other fuel suppliers...

  • Page 8
    ... our land customers accounted for more than 10% of total consolidated revenue. Competitors Our competitors within the highly fragmented world-wide downstream markets of aviation, marine and land fuel are numerous, ranging from large multinational corporations, principally major oil producers, which...

  • Page 9
    ... including those related to anti-corruption, economic sanction programs and environmental matters; • increased levels of competition; • the outcome of litigation and the costs associated in defending any actions; • the liquidity and solvency of banks within our Credit Facility and Term...

  • Page 10
    ... or post letters of credit with other suppliers of fuel and other services. While no single customer represents more than 10% of our total consolidated revenue, diversification of credit risk is limited because we transact primarily within the aviation, marine and land transportation industries. Our...

  • Page 11
    ... derailment of a train carrying our crude oil in LacMégantic, Quebec in July 2013. We, on behalf of DPTS Marketing, LLC ("DPM"), a crude oil marketing joint venture in which we owned a 50% membership interest, purchased crude oil from various producers in the Bakken region of North Dakota. Dakota...

  • Page 12
    ... financial condition. In connection with various businesses we operate, such as our transaction management and payment processing businesses, we have access to sensitive, confidential or personal data or information from our employees, customers (both corporate and individual consumers), suppliers...

  • Page 13
    ... acquisition opportunities of fuel resellers, logistics and transaction management and payment processing companies, as well as other service and technology businesses. We cannot provide any assurance that we will find attractive acquisition candidates in the future, that we will be able to acquire...

  • Page 14
    ... is focused on the marketing of fuel and other related products and services to the aviation, marine and land transportation industries, which are generally affected by economic cycles. Therefore, weak economic conditions can have a negative impact on the business of our customers which may, in turn...

  • Page 15
    ... terms or at all, such as in the event there is a substantial tightening of the global credit markets or a significant reduction in supplier trade credit, could have a negative impact on our business, financial condition, and cash flows, as well as our future development and growth. Furthermore, if...

  • Page 16
    ... or supply; • energy conservation efforts; • price and availability of alternative fuels; and • weather. If fuel prices increase, our customers may not be able to purchase as much fuel from us because of their credit limits with us and the resulting adverse impact on their business could...

  • Page 17
    ...comprehensive OFAC administered sanctions, specifically Cuba, Iran, Syria and Sudan. These business dealings, which represent an insignificant amount of our consolidated revenues and income, generally consist of the purchase of overflight permits and the provision of flight support and fuel services...

  • Page 18
    ...related services to our customers. Our business would be adversely affected to the extent that political instability, natural disasters, terrorist activity, military action or other conditions disrupt the availability or supply of fuel. In addition, we rely on a single or limited number of suppliers...

  • Page 19
    ...financial condition and results of operations. The majority of our business transactions are denominated in U.S. dollars. In certain markets, however, payments to some of our fuel suppliers and from some of our customers... Singapore and Europe, where we currently conduct certain derivatives related ...

  • Page 20
    ...management products to our customers, reduce the demand for our price risk management services, reduce the availability of derivatives to protect against risks we encounter, increase price volatility in commodities we buy and sell (and derivatives related..., our financial condition, and our results ...

  • Page 21
    ... that expire in 2015 in any material respect. WORLD FUEL SERVICES CORPORATION AND SUBSIDIARIES PROPERTIES Location Principal Use Lease Expiration 9800 Northwest 41st Street Miami, FL 33178, USA 3340 S. Harlem Avenue Riverside, IL 60546, USA 62 Buckingham Gate London, UK SW1E 6AJ Kingfisher House...

  • Page 22
    ... As described in Note 7 to the Consolidated Financial Statements - Commitments and Contingencies - Lac-Mégantic, Quebec, various lawsuits have been filed against us and other third parties related to the Lac-Mégantic incident. In 2013, we, certain of our subsidiaries, DPM and DPTS, along with...

  • Page 23
    ...Furthermore, on September 5, 2014, General Electric Railcar Services Corporation ("GE") filed a complaint against us in the United States District Court for the Southern District of Florida alleging breach of contract and seeking declaratory relief and economic damages, as well as costs. On December...

  • Page 24
    ... made after October 2013. For additional information regarding our Credit Facility and Term Loans, see Note 6 to the accompanying consolidated financial statements, included herein, and "Liquidity and Capital Resources" in "Item 7 - Management's Discussion and Analysis of Financial Condition and...

  • Page 25
    ...2015 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved. Copyright© 2015 Russell Investment Group. All rights reserved. Equity Compensation Plans The following table summarizes securities authorized for issuance related... stock subject to the RSUs reported in column (a) and that ...

  • Page 26
    ... and shares owned and tendered by employees to satisfy the required withholding taxes related to share-based payment awards, which are not deducted from shares available to be purchased under publicly announced programs. (2) In May 2014, our Board of Directors renewed its existing common stock...

  • Page 27
    ... financial statements since their respective acquisition dates. (3) In 2012, we acquired i) certain assets of CarterEnergy Corporation, including the assets comprising its wholesale motor fuel distribution business (the "CarterEnergy business") on September 1st, ii) certain assets of Multi Service...

  • Page 28
    ... base of marine customers, including international container and tanker fleets, commercial cruise lines, yachts and time-charter operators, the U.S. and foreign governments as well as other fuel suppliers. In our land segment, we offer fuel, lubricants and related products and services to petroleum...

  • Page 29
    ... flows of (i) Watson Petroleum have been included in our land segment commencing on March 7, 2014, its acquisition date and (ii) Colt have been included in our aviation segment commencing on July 29, 2014, its acquisition date. Selected financial information with respect to our business segments is...

  • Page 30
    ... in compensation and employee benefits was principally due to the inclusion of $27.3 million of expenses from acquired businesses and an executive non-renewal charge of $4.8 million related to the non-renewal of the employment agreement of our former Executive Chairman of the Board of Directors. The...

  • Page 31
    ...2014 2013 Net income attributable to World Fuel Share-based compensation expense, net of income taxes of $4,661 and $5,534 for 2014 and 2013, respectively Intangible asset amortization expense, net of income taxes of $6,694 and $8,128 for 2014 and 2013, respectively Expenses related to acquisitions...

  • Page 32
    ... a result of lower average marine fuel prices in 2013 as compared to 2012. Our land segment revenue for 2013 was $10.7 billion, an increase of $1.2 billion, or 12.4%, as compared to 2012. The increase in land segment revenue was principally due to revenue from acquired businesses. Gross Profit. Our...

  • Page 33
    ....7 million increase in compensation and employee benefits was principally due to the inclusion of expenses from acquired businesses. The $7.0 million ...the following segments (in thousands): 2013 2012 $ Change Aviation segment Marine segment Land segment Corporate overhead - unallocated Total $ 150,...

  • Page 34
    ...2013 2012 Net income attributable to World Fuel Share-based compensation expense, net of income taxes of $5,534 and $4,442 for 2013 and 2012, respectively Intangible asset amortization expense, net of income taxes of $8,128 and $4,090 for 2013 and 2012, respectively Expenses related to acquisitions...

  • Page 35
    ... in oil prices can negatively affect liquidity by increasing the amount of cash needed to fund fuel purchases as well as reducing the amount of fuel which we can purchase on an unsecured basis from our suppliers. Credit Facility and Term Loans. On January 30, 2015, we amended our Credit Facility to...

  • Page 36
    ... to our suppliers as well as commodity prices. Our Credit Facility and our Term Loans contain certain financial and other covenants with which we are required to comply. Our failure to comply with the covenants contained in our Credit Facility and our Term Loans could result in an event of default...

  • Page 37
    ... credit lines. For additional information on our Credit Facility and other credit lines, see the discussion in "Liquidity and Capital Resources" above. Surety Bonds. In the normal course of business, we are required to post bid, performance and garnishment bonds, primarily in our aviation and land...

  • Page 38
    ...estimate the fair value of a reporting unit using a discounted cash flow valuation methodology. In connection with our acquisitions, we record identifiable intangible assets existing at the date of the acquisitions for customer relationships, supplier and non-compete agreements, developed technology...

  • Page 39
    ... made to the customer. We record the gross sale of the fuel as we generally take inventory risk, have latitude in establishing the sales price, have discretion in the supplier selection, maintain credit risk and are the primary obligor in the sales arrangement. Revenue from fuel-related services is...

  • Page 40
    ... borrowings under our Credit Facility totaling $420.0 million and $241.3 million in Term Loans. As of December 31, 2014, the aggregate outstanding balance of our promissory notes issued in connection with our acquisitions was $12.6 million, which bear interest at annual rates of approximately...

  • Page 41
    ... over financial reporting was effective as of December 31, 2014. Management has excluded Watson Petroleum and Colt, (the ''Excluded Businesses'') from its assessment of internal control over financial reporting as of December 31, 2014, because the Excluded Businesses were acquired during 2014. The...

  • Page 42
    ... that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the quarter ended December 31, 2014. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute...

  • Page 43
    ...our Code of Conduct granted to our principal executive, financial and accounting officers on our website. The remaining information regarding our directors, executive officers and corporate governance is incorporated herein by reference from our Definitive Proxy Statement for the 2015 Annual Meeting...

  • Page 44
    ... 29, 2011). * Amendment No. 2, dated April 9, 2012, to Agreement between World Fuel Services Corporation and Michael J. Kasbar (incorporated by reference herein to Exhibit 10.1 to our Current Report on Form 8-K filed on April 13, 2012). * Executive Severance Agreement between World Fuel Services...

  • Page 45
    ...the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on April 27, 2009. * World Fuel Services Corporation 2013 Executive Incentive Plan (incorporated by reference herein to Exhibit 10.1 to our Current Report on Form 8-K filed on June 4, 2013). * Form of Named Executive Officer...

  • Page 46
    ... 10.1 to our Current Report on Form 8 K filed on October 11, 2013).* First Amendment to the Fourth Amended and Restated Credit Agreement, dated as of January 30, 2015, among World Fuel Services Corporation, World Fuel Services Europe, Ltd. and World Fuel Services (Singapore) Pte Ltd, as borrowers...

  • Page 47
    ...Report on Internal Control over Financial Reporting appearing in Item 9A of the Company's 2014 Annual Report on Form 10-K, management has excluded Watson Petroleum and Colt from its assessment of internal control over financial reporting as of December 31, 2014 because these businesses were acquired...

  • Page 48
    WORLD FUEL SERVICES CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except per share data) 2014 As of December 31, 2013 ...assets Liabilities: Current liabilities: Short-term debt Accounts payable Customer deposits Accrued expenses and other current liabilities Total current ...

  • Page 49
    WORLD FUEL SERVICES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (In thousands, except earnings per share data) For the Year ended December 31, 2013 2012 2014 Revenue Cost of revenue Gross profit Operating expenses: Compensation and employee benefits ...

  • Page 50
    ... by employees to satisfy the required withholding taxes related to share-based payment awards Purchases of common stock Other comprehensive loss Balance as of December 31, 2013 Net income (loss) Cash dividends declared Initial noncontrolling interest upon acquisition of businesses Distribution...

  • Page 51
    WORLD FUEL SERVICES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) 2014 For the Year ended December 31, 2013 2012 Cash flows from operating activities: Net income including noncontrolling interest Adjustments to reconcile net income including noncontrolling ...

  • Page 52
    WORLD FUEL SERVICES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS - (CONTINUED) (In thousands) 2014 For the Year ended December 31, 2013 2012 Supplemental Disclosures of Cash Flow Information Cash paid during the year for: Interest, net of capitalized interest Income taxes $ $...

  • Page 53
    ... base of marine customers, including international container and tanker fleets, commercial cruise lines, yachts and time-charter operators, the U.S. and foreign governments, as well as other fuel suppliers. In our land segment, we offer fuel, lubricants and related products and services to petroleum...

  • Page 54
    ... presents the unaudited pro forma results for 2014 and 2013, as if the 2014 acquisitions had been completed on January 1, 2013 (in thousands, except per share data): 2014 (pro forma) 2013 (pro forma) Revenue Net income attributable to World Fuel Earnings per common share: Basic Diluted $ $ $ $ 44...

  • Page 55
    ... 31, 2012, we acquired certain assets of Multi Service Corporation, including the assets comprising its transaction management business, and all of the outstanding stock of its foreign subsidiaries (the "Multi Service business"), a global transaction management company based in Overland Park, Kansas...

  • Page 56
    ...acquisition of businesses $ 226,449 12,793 213,656 7,214 75 $ 206,367 During 2013, we completed the valuation of the assets acquired and liabilities assumed for the 2012 acquisitions. As a result, during 2013... financial statements and the reported amounts of revenue and expenses during the reporting...

  • Page 57
    ...best information available...quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. We perform annual... revenue or cost of revenue... participant is willing to pay and ask prices reflect ... our credit risk rating... as well as certain risks related to...

  • Page 58
    ... included in a fair value hedge relationship. Derivatives We enter into financial derivative contracts in order to mitigate the risk of market price fluctuations in aviation, marine and land fuel, to offer our customers fuel pricing alternatives to meet their needs and to mitigate the risk of...

  • Page 59
    ...estimate the fair value of a reporting unit using a discounted cash flow valuation methodology. In connection with our acquisitions, we record identifiable intangible assets existing at the date of the acquisitions for customer relationships, supplier and non-compete agreements, developed technology...

  • Page 60
    ... made to the customer. We record the gross sale of the fuel as we generally take inventory risk, have latitude in establishing the sales price, have discretion in the supplier selection, maintain credit risk and are the primary obligor in the sales arrangement. Revenue from fuel-related services is...

  • Page 61
    ...also receive branding allowances from fuel suppliers to defray the costs of branding and enhancing certain of our customer locations. The branding allowances received are recorded as a reduction of cost of revenue. The amounts recorded as a reduction of revenue related to volume rebates and branding...

  • Page 62
    ...share amounts): 2014 2013 2012 Numerator: Net income attributable to World Fuel Denominator: ...financial statements and disclosures. Business Combinations: Pushdown Accounting. In November 2014, the FASB issued an ASU which provides guidance for determining whether and at what threshold an acquired...

  • Page 63
    ... impact on our consolidated financial statements and disclosures. Revenue from Contracts with Customers. In May 2014, the FASB issued an ASU which provides guidance for revenue recognition for any entity that either enters into contracts with customers to transfer goods or services or enters into...

  • Page 64
    ... with our inventory and certain firm commitments relating to fixed price purchase and sale contracts. Non-designated Derivatives. Includes derivatives we primarily enter into in order to mitigate the risk of market price fluctuations in aviation, marine and land fuel in the form of swaps or futures...

  • Page 65
    As of December 31, 2014, our derivative instruments, at their respective fair value positions were as follows... 305 4,977 Non-Designated 2015 2015 2016 2016 2017 2017 2018 2018 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 2016 2017 Commodity contracts (long...

  • Page 66
    ... location of our derivative instruments and related hedged items in fair value hedging relationships on our consolidated statements of income and comprehensive income (in thousands): Derivative Instruments Location Realized and Unrealized Gain (Loss) For the year ended December 31, 2014 2013 2012...

  • Page 67
    ... statements of income and comprehensive income (in thousands): Derivatives Location 2014 Realized and Unrealized Gain (Loss) For the Year ended December 31, 2013 2012 Commodity contracts Commodity contracts Foreign currency contracts Foreign currency contracts Revenue Cost of revenue Revenue...

  • Page 68
    ... thousands): Aviation Segment Marine Segment Land Segment Total As of December 31, 2012 2013 acquisitions Adjustment of purchase price allocations - 2012 acquisitions Foreign currency translation of non-USD functional currency subsidiary goodwill As of December 31, 2013 2014 acquisitions Adjustment...

  • Page 69
    ... obtain working capital advances and issue letters of credit, which would have a material adverse effect on our business, financial condition, results of operations and cash flows. As of December 31, 2014, we were in compliance with all financial and other covenants contained in our Credit Facility...

  • Page 70
    ... and Contingencies Surety Bonds In the normal course of business, we are required to post bid, performance and garnishment bonds. The majority of the surety bonds posted relate to our aviation and land segments. As of December 31, 2014 and 2013, we had outstanding bonds that were arranged in order...

  • Page 71
    Agreements with Executive Officers and Key Employees We have an agreement with our Chairman, President and Chief Executive Officer, Michael J. Kasbar, for his continued employment with the Company which provides for an annual base salary as determined by our Compensation Committee in its sole ...

  • Page 72
    ... the Watson Plan is anticipated to occur in the latter half of 2015 via buy-out policies between the insurance company and each individual participant. Environmental and Other Liabilities; Uninsured Risks We provide various services to customers, including into-plane fueling at airports, fueling of...

  • Page 73
    ... against us in connection with such indemnification demands during 2014. We are currently assessing the merits of these demands as well as of the underlying claims for which such indemnification is sought. Additional claims, lawsuits, proceedings, investigations and orders may be filed, commenced or...

  • Page 74
    ... connection with a theft of fuel product valued at approximately $18.0 million, we recorded an insurance receivable for the full amount of the loss, which is included in other current assets in the accompanying consolidated balance sheets. On July 31, 2014, our insurer, AGCS Marine Insurance Company...

  • Page 75
    ... 2006 Plan are our employees, officers, and members of the Board of Directors, or any consultant or other person who performs services for us. The provisions of the 2006 Plan authorize the grant of stock options which can be "qualified" or "nonqualified" under the Internal Revenue Code of 1986, as...

  • Page 76
    ...Life Value (in Years) RSUs Weighted Average Grant-date Fair Value As of December 31, 2011 Granted Issued Forfeited As of December 31, 2012 Granted Issued Forfeited As of December 31, 2013 Granted Issued Forfeited As of December 31, 2014 901 369 (275) (14) 981 98 (287) (45) 747 310 (238) (34) 785...

  • Page 77
    ...of SSAR Awards granted to employees and non-employee directors. The weighted average fair value of the SSAR Awards for 2013 was $11.65 and the... in 2014 and 2012. Unrecognized Compensation Cost As of December 31, 2014, there was $30.6 million of total unrecognized compensation cost related to unvested...

  • Page 78
    ... 190,574 239,595 The income tax provision (benefit) related to income before income taxes consists of the following components (in thousands): 2014 2013 2012 Current: U.S. federal statutory tax State Foreign Deferred: U.S. federal statutory tax State Foreign Non-current tax expense (income) $ 14...

  • Page 79
    ... are as follows (in thousands): As of December 31, 2013 2014 Gross Deferred Tax Assets: Bad debt reserve Net operating loss Accrued and other share-based compensation Accrued expenses Unrealized derivative losses Customer deposits Installment sale Unrealized foreign exchange Total gross deferred...

  • Page 80
    ...2014 and 2013, our annual capital in excess of par value pool of windfall income tax benefits related to employee compensation was estimated to be $1.0 million and $3.3 million, respectively. We operated under a special income tax concession in Singapore...the year: 2014 2013 2012 Unrecognized Tax ...

  • Page 81
    ... Examination not in progress yet initiated Jurisdiction United States Singapore United Kingdom Brazil Chile Denmark 10. Fair Value Measurements 2011 None None 2009 None 2011 2012 - 2014 2011 - 2014 2004 - 2014 2010 - 2014 2009 - 2014 2012 - 2014 The carrying amounts of cash and cash equivalents...

  • Page 82
    ... surrender value of life insurance is in connection with the NQDC plan and was included in identifiable intangible and other non-current assets in the accompanying consolidated balance sheets. The following table presents information regarding the balance sheet location of our commodity and foreign...

  • Page 83
    ...31, 2013, we had offset $4.7 million of cash collateral deposits received from customers against... Into Level 3 2014 Change in Unrealized Location of Realized Gains Relating to and Unrealized ... transactions and underlying observable data as well as certain risk related to non-performance. The effect on...

  • Page 84
    ... Segments, Geographic Information, and Major Customers Business Segments Based on the nature of operations and quantitative thresholds pursuant to the accounting guidance on segment reporting, we have three reportable operating business segments: aviation, marine and land. Corporate expenses are...

  • Page 85
    ... December 31, 2013 2014 Accounts receivable, net: Aviation segment, net of allowance for bad debt of $7,864 and $9,351 as of December 31, 2014 and 2013, respectively Marine segment, net of allowance for bad debt of $8,434 and $9,845 as of December 31, 2014 and 2013, respectively Land segment, net...

  • Page 86
    ... and $5.2 billion for 2014, 2013 and 2012, respectively. (2) Includes revenue related to Singapore of $9.7 billion, $10.1 billion and $8.4 billion for 2014, 2013 and 2012, respectively. Major Customers During each of the years presented on the consolidated statements of income and comprehensive...

  • Page 87
    ... of 1934, the registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on the 12th day of February 2015. WORLD FUEL SERVICES CORPORATION /s/ MICHAEL J. KASBAR Michael J. Kasbar Chairman, President and Chief Executive Officer /s/ IRA M. BIRNS...

  • Page 88
    ... 800 732 0330 The SEC also maintains a website of materials electronically filed by the Company, such as reports, proxy information statements, and other documents at www.sec.gov. Corporate Headquarters World Fuel Services Corporation 9800 N.W. 41st Street Miami, FL 33178 Telephone: +1 305 428 8000...

  • Page 89
    9800 N.W. 41st Street Miami, FL 33178 Tel.: + 1 800 345 3818 www.wfscorp.com c 2015 World Fuel Services Corporation