World Fuel Services 2014 Annual Report Download - page 23

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parties of settlement funds totaling approximately C$200.0 million ($170.0 million). The Trustee and the Monitor continue
to discuss global settlement with various other parties, including us.
In addition to these proceedings, we have received demands for defense and/or indemnification from certain tank car lessors
pursuant to our lease agreements with such parties. In connection with these demands, three of our tank car lessors have
filed actions against us seeking a declaratory judgment on their indemnification claims and reimbursement for the value of
certain leased tank cars that were lost or destroyed in the derailment. Specifically, on July 28, 2014, The CIT
Group/Equipment Financing, Inc. and CIT Group Inc. filed a complaint against us in the United States District Court for the
District of Minnesota alleging breach of contract and seeking declaratory relief and economic damages, as well as costs.
On September 19, 2014, we filed a motion to dismiss certain counts of the complaint, which has not yet been ruled on by
the court. On October 10, 2014, CIT filed a motion for partial summary judgment, which motion is currently pending before
the court. 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 5, 2014, GE amended its complaint and on
December 22, 2014, we filed a motion to dismiss certain counts of the amended complaint, which the court has not yet
decided. Finally, on November 11, 2014, SMBC Rail Services (“SMBC”) filed a complaint against us in the Northern District
of Texas alleging breach of contract and seeking declaratory relief and economic damages, costs, and injunctive relief
prohibiting us from entering into any settlement agreement that would impair the obligations owed to SMBC under the lease
agreement. On November 18, 2014, SMBC filed a motion for a preliminary injunction that sought to prohibit us from
continuing settlement negotiations with the Trustee, the Monitor or other parties. We filed an opposition to the preliminary
injunction on December 2, 2014, and a motion to dismiss certain counts of the complaint the following day. On December
29, 2014, the court denied SMBC’s motion for a preliminary injunction. The court has not yet ruled on our motion to dismiss.
We believe these claims against us are without merit and intend to vigorously defend against such claims and pursue any
and all defenses available.
In December 2014, we sold our 50% interest in DPM and DPTS to certain subsidiaries of DAKP, our partner in the joint
ventures. In connection with the sale transaction, we agreed to indemnify DAKP and certain of its affiliates, including DPM
and DPTS, for third party claims for bodily injury or property damage arising from the derailment. Pursuant to the agreement,
we will control the defense of DAKP and the joint ventures for claims associated with the derailment. In addition, DAKP
assigned to us all recoveries from third parties and under applicable insurance policies held by DAKP and the joint ventures
for claims arising out of the derailment. Finally, DAKP also agreed to indemnify us for certain costs and expenses arising
out of the derailment up to $10.0 million.
Additional claims, lawsuits, proceedings, investigations and orders may be filed, commenced or issued with respect to the
incident, which may involve civil claims for damages or governmental investigative, regulatory or enforcement actions
against us.
Other Matters
We are a party to various claims, complaints and proceedings arising in the ordinary course of our business operations
including, but not limited to: (i) commercial and governmental contract claims, such as property damage, demurrage, billing
and fuel quality claims, (ii) environmental claims, (iii) bankruptcy preference claims and (iv) tax and administrative claims.
We are not currently a party to any such claim, complaint or proceeding that we expect to have a material adverse effect on
our business or financial condition. 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.
Item 4. Mine Safety Disclosures
Not applicable.