World Kinect 10Q 2024 Q3 Quarterly report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ___________

COMMISSION FILE NUMBER 001-09533

WORLD KINECT CORPORATION

(Exact name of registrant as specified in its charter)

Florida

9800 N.W. 41st Street,

Miami,

Florida

33178

59-2459427

(State or other jurisdiction of
incorporation or organization)

(Address of Principal Executive Offices) (Zip Code)

(I.R.S. Employer
Identification No.)

(

305

)

428-8000

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act

Title of each class

Trading Symbol (s)

Name of each exchange on which registered

Common Stock, $0.01 par value

WKC

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

The registrant had a total of 58,077,535 shares of common stock, par value $0.01 per share, issued and outstanding as of October 18, 2024.

TABLE OF CONTENTS


PART I.	Financial Information
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023	1
	Condensed Consolidated Statements of Income and Comprehensive Income for the Three and Nine Months Ended September 30, 2024 and 2023	2
	Condensed Consolidated Statements of Shareholders' Equity for the Three and Nine Months Ended September 30, 2024 and 2023	3
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023	5
	Notes to the Condensed Consolidated Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35

PART II.	Other Information
Item 1.	Legal Proceedings	36


Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 5.	Other Information	37
Item 6.	Exhibits	37

SIGNATURES

Part I — Financial Information

Item 1. Financial Statements

WORLD KINECT CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited - In millions, except per share data)


	September 30, 2024		December 31, 2023
Assets:
Current assets:
Cash and cash equivalents	$	373.8	$	304.3
Accounts receivable, net of allowance for credit losses of $20.2 million and $18.3 million as of September 30, 2024 and December 31, 2023, respectively	2,476.1		2,735.5
Inventories	619.9		664.6
Prepaid expenses	89.8		77.6
Short-term derivative assets, net	188.2		275.4
Other current assets	423.0		446.4
Total current assets	4,170.7		4,503.8
Property and equipment, net	505.6		515.3
Goodwill	1,181.7		1,238.0
Identifiable intangible assets, net	266.3		299.7
Other non-current assets	860.3		818.6
Total assets	$	6,984.6	$	7,375.3
Liabilities:
Current liabilities:
Current maturities of long-term debt	$	85.0	$	78.8
Accounts payable	2,750.8		3,097.6
Short-term derivative liabilities, net	90.4		128.2
Accrued expenses and other current liabilities	657.0		745.0
Total current liabilities	3,583.1		4,049.7
Long-term debt	798.0		809.1
Other long-term liabilities	552.4		566.9
Total liabilities	4,933.6		5,425.7
Commitments and contingencies
Equity:
World Kinect shareholders' equity:
Preferred stock, $1.00 par value; 0.1 shares authorized, none issued	—		—
Common stock, $0.01 par value; 100.0 shares authorized, 58.1 and 59.8 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	0.6		0.6
Capital in excess of par value	64.3		109.6
Retained earnings	2,120.6		1,981.6
Accumulated other comprehensive income (loss)	(141.1)		(148.9)
Total World Kinect shareholders' equity	2,044.4		1,943.0
Noncontrolling interest	6.6		6.7
Total equity	2,051.0		1,949.6
Total liabilities and equity	$	6,984.6	$	7,375.3

The accompanying Notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

WORLD KINECT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND

COMPREHENSIVE INCOME

(Unaudited – In millions, except per share data)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Revenue	$	10,490.9	$	12,245.3	$	32,407.5	$	35,707.6
Cost of revenue	10,222.8		11,963.9		31,640.0		34,881.8
Gross profit	268.1		281.4		767.5		825.8
Operating expenses:
Compensation and employee benefits	122.9		132.0		357.7		376.3
General and administrative	71.8		76.1		219.7		235.9
Asset impairments	1.2		—		3.6		0.3
Restructuring charges	—		—		5.7		—
Total operating expenses	195.8		208.2		586.7		612.5
Income (loss) from operations	72.3		73.3		180.7		213.3
Non-operating income (expenses), net:
Interest expense and other financing costs, net	(24.0)		(28.6)		(80.4)		(95.4)
Other income (expense), net	1.3		1.6		96.4		(4.7)
Total non-operating income (expense), net	(22.6)		(26.9)		16.0		(100.0)
Income (loss) before income taxes	49.6		46.3		196.7		113.3
Provision for income taxes	14.6		10.8		27.6		24.8
Net income (loss) including noncontrolling interest	35.0		35.5		169.1		88.5
Net income (loss) attributable to noncontrolling interest	1.5		0.6		(0.1)		0.9
Net income (loss) attributable to World Kinect	$	33.5	$	34.9	$	169.2	$	87.7
Basic earnings (loss) per common share	$	0.57	$	0.58	$	2.84	$	1.42
Basic weighted average common shares	58.8		60.3		59.5		61.7
Diluted earnings (loss) per common share	$	0.57	$	0.58	$	2.82	$	1.41
Diluted weighted average common shares	59.2		60.4		60.0		62.1
Comprehensive income:
Net income (loss) including noncontrolling interest	$	35.0	$	35.5	$	169.1	$	88.5
Other comprehensive income (loss):
Foreign currency translation adjustments	17.1		(18.1)		16.5		(3.3)
Cash flow hedges, net of income tax expense (benefit) of ($2.1) and ($2.2) for the three months ended September 30, 2024 and 2023, respectively, and net of income tax expense (benefit) of ($3.2) and ($2.3) for the nine months ended September 30, 2024 and 2023, respectively	(5.9)		(5.4)		(8.8)		(6.4)
Total other comprehensive income (loss)	11.2		(23.5)		7.8		(9.8)
Comprehensive income (loss) including noncontrolling interest	46.2		12.0		176.9		78.8
Comprehensive income (loss) attributable to noncontrolling interest	1.5		0.6		(0.1)		0.9
Comprehensive income (loss) attributable to World Kinect	$	44.7	$	11.5	177.0		$	77.9

The accompanying Notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

WORLD KINECT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Unaudited - In millions)


	Common Stock			Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total World Kinect Shareholders' Equity		Noncontrolling Interest Equity		Total Equity
	Shares	Amount
Balance as of December 31, 2023	59.8	$	0.6	$	109.6	$	1,981.6	$	(148.9)	$	1,943.0	$	6.7	$	1,949.6
Net income (loss)	—	—		—		27.4		—		27.4		(0.2)		27.2

Cash dividends declared	—	—		—		(10.1)		—		(10.1)		—		(10.1)
Amortization of share-based payment awards	—	—		5.9		—		—		5.9		—		5.9
Issuance (cancellation) of common stock related to share-based payment awards	0.1	—		—		—		—		—		—		—

Purchases of common stock tendered by employees to satisfy the required withholding taxes related to share-based payment awards	—	—		(1.2)		—		—		(1.2)		—		(1.2)

Other comprehensive income (loss)	—	—		—		—		(12.9)		(12.9)		—		(12.9)



Balance as of March 31, 2024	59.9	0.6		114.3		1,998.8		(161.7)		1,952.0		6.5		1,958.5
Net income (loss)	—	—		—		108.3		—		108.3		(1.4)		106.9

Cash dividends declared	—	—		—		(10.1)		—		(10.1)		—		(10.1)
Amortization of share-based payment awards	—	—		6.0		—		—		6.0		—		6.0
Issuance (cancellation) of common stock related to share-based payment awards	0.3	—		—		—		—		—		—		—

Purchases of common stock tendered by employees to satisfy the required withholding taxes related to share-based payment awards	—	—		(3.9)		—		—		(3.9)		—		(3.9)
Purchases of common stock	(1.1)	—		(29.4)		—		—		(29.4)		—		(29.4)
Other comprehensive income (loss)	—	—		—		—		9.4		9.4		—		9.4



Balance as of June 30, 2024	59.1	0.6		87.0		2,097.0		(152.3)		2,032.3		5.1		2,037.4
Net income (loss)	—	—		—		33.5		—		33.5		1.5		35.0

Cash dividends declared	—	—		—		(9.9)		—		(9.9)		—		(9.9)
Amortization of share-based payment awards	—	—		5.9		—		—		5.9		—		5.9


Purchases of common stock tendered by employees to satisfy the required withholding taxes related to share-based payment awards	—	—		(0.1)		—		—		(0.1)		—		(0.1)
Purchases of common stock	(1.0)	—		(28.6)		—		—		(28.6)		—		(28.6)
Other comprehensive income (loss)	—	—		—		—		11.2		11.2		—		11.2



Balance as of September 30, 2024	58.1	$	0.6	$	64.3	$	2,120.6	$	(141.1)	$	2,044.4	$	6.6	$	2,051.0

The accompanying Notes are an integral part of these unaudited Condensed Consolidated Financial Statements.


	Common Stock			Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total World Kinect Shareholders' Equity		Noncontrolling Interest Equity		Total Equity
	Shares	Amount
Balance as of December 31, 2022	62.0	$	0.6	$	182.4	$	1,962.5	$	(160.6)	$	1,984.9	$	5.9	$	1,990.7
Net income (loss)	—	—		—		22.8		—		22.8		(0.2)		22.6

Cash dividends declared	—	—		—		(8.6)		—		(8.6)		—		(8.6)
Amortization of share-based payment awards	—	—		6.1		—		—		6.1		—		6.1
Issuance (cancellation) of common stock related to share-based payment awards	0.1	—		—		—		—		—		—		—

Purchases of common stock tendered by employees to satisfy the required withholding taxes related to share-based payment awards	—	—		(0.3)		—		—		(0.3)		—		(0.3)

Other comprehensive income (loss)	—	—		—		—		3.5		3.5		—		3.5



Balance as of March 31, 2023	62.1	0.6		188.2		1,976.7		(157.1)		2,008.3		5.7		2,014.0
Net income (loss)	—	—		—		29.9		—		29.9		0.5		30.5

Cash dividends declared	—	—		—		(8.4)		—		(8.4)		—		(8.4)
Amortization of share-based payment awards	—	—		4.0		—		—		4.0		—		4.0
Issuance (cancellation) of common stock related to share-based payment awards	0.3	—		—		—		—		—		—		—

Purchases of common stock tendered by employees to satisfy the required withholding taxes related to share-based payment awards	—	—		(4.0)		—		—		(4.0)		—		(4.0)
Purchases of common stock	(2.2)	—		(50.5)		—		—		(50.5)		—		(50.5)
Other comprehensive income (loss)	—	—		—		—		10.2		10.2		—		10.2
Convertible note hedge transactions	—	—		(70.5)		—		—		(70.5)		—		(70.5)
Warrant transactions	—	—		40.0		—		—		40.0		—		40.0

Balance as of June 30, 2023	60.2	0.6		107.2		1,998.2		(146.9)		1,959.1		6.2		1,965.3
Net income (loss)	—	—		—		34.9		—		34.9		0.6		35.5

Cash dividends declared	—	—		—		(8.4)		—		(8.4)		—		(8.4)
Amortization of share-based payment awards	—	—		6.2		—		—		6.2		—		6.2




Other comprehensive income (loss)	—	—		—		—		(23.5)		(23.5)		—		(23.5)



Balance as of September 30, 2023	60.2	$	0.6	$	113.4	$	2,024.8	$	(170.4)	$	1,968.3	$	6.7	$	1,975.1

The accompanying Notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

WORLD KINECT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited - In millions)


	For the Nine Months Ended September 30,
	2024		2023
Cash flows from operating activities:
Net income (loss) including noncontrolling interest	$	169.1	$	88.5
Adjustments to reconcile net income including noncontrolling interest to net cash provided by operating activities:
Unrealized (gain) loss on derivatives	32.0		(191.7)
(Gain) loss on sale of business	(96.0)		(0.6)
Depreciation and amortization	75.3		77.8
Noncash operating lease expense	24.2		26.6
Provision for credit losses	5.5		5.2
Share-based payment award compensation costs	17.7		16.2
Deferred income tax expense (benefit)	(18.0)		(4.4)
Unrealized foreign currency (gains) losses, net	19.4		(9.5)

Other	20.7		16.8
Changes in assets and liabilities, net of acquisitions and divestitures:
Accounts receivable, net	252.2		389.1
Inventories	43.1		128.1
Prepaid expenses	(16.4)		(8.2)
Other current assets	3.1		(38.3)
Cash collateral with counterparties	76.7		188.8
Other non-current assets	(84.9)		(73.7)
Change in derivative assets and liabilities, net	(5.8)		(6.1)
Accounts payable	(353.6)		(216.9)
Accrued expenses and other current liabilities	(43.2)		(114.6)
Other long-term liabilities	18.5		(6.5)
Net cash provided by (used in) operating activities	139.6		266.8
Cash flows from investing activities:

Proceeds from sale of business, net of divested cash	200.1		—
Capital expenditures	(50.3)		(67.9)

Other investing activities, net	(50.9)		(9.5)
Net cash provided by (used in) investing activities	98.9		(77.4)
Cash flows from financing activities:
Borrowings of debt	2,747.0		4,051.3
Repayments of debt	(2,766.1)		(4,362.7)
Issuance of Convertible Notes	—		350.0
Dividends paid on common stock	(28.6)		(25.7)
Repurchases of common stock	(57.4)		(50.0)
Purchase of convertible note hedges	—		(70.5)
Sale of warrants	—		40.0
Payments of deferred consideration for acquisitions	(51.3)		(62.9)
Other financing activities, net	(6.1)		(10.0)
Net cash provided by (used in) financing activities	(162.6)		(140.4)

Effect of exchange rate changes on cash and cash equivalents	(6.4)		(11.8)
Net increase (decrease) in cash and cash equivalents	69.5		37.2
Cash and cash equivalents, as of the beginning of the period	304.3		298.4
Cash and cash equivalents, as of the end of the period	$	373.8	$	335.6

Supplemental Disclosure of Noncash Investing and Financing Activities

Right of use assets obtained in exchange for new operating lease liabilities were $24.9 million and $23.3 million during the nine months ended September 30, 2024 and 2023, respectively.

The accompanying Notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

WORLD KINECT CORPORATION NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation, New Accounting Standards, and Significant Accounting Policies

General

World Kinect Corporation (the "Company") was incorporated in Florida in July 1984 and, along with its consolidated subsidiaries, is referred to collectively in this Quarterly Report on Form 10-Q ("10-Q Report") as "World Kinect," "we," "our" and "us."

The Condensed Consolidated Financial Statements and related Notes include our parent company and all subsidiaries where we exercise control, and include the operations of acquired businesses after the completion of their acquisition. The decision of whether or not to consolidate an entity requires consideration of majority voting interests, as well as effective economic or other control over the entity. The Condensed Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), the instructions to Form 10-Q, and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the Notes included in our 2023 Annual Report on Form 10-K ("2023 10-K Report"). All intercompany transactions among our businesses have been eliminated.

Revenues, expenses, assets and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be representative of those for the full year. In our opinion, all adjustments necessary for a fair statement of the financial statements, which are of a normal and recurring nature, have been made for the interim periods reported. The information included in this 10-Q Report should be read in conjunction with the Consolidated Financial Statements and accompanying Notes included in our 2023 10-K Report.

Certain prior period amounts in the Condensed Consolidated Financial Statements and accompanying Notes have been reclassified to conform to the current period presentation. Due to rounding, certain amounts may not add; however, all percentages have been calculated using unrounded amounts.

New Accounting Standards

Accounting Standards Issued but Not Yet Adopted

Segment Reporting. Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, was issued in November 2023. ASU 2023-07 amends the guidance in Accounting Standards Codification ("ASC") 280, Segment Reporting, to require public entities to disclose significant segment expenses and other segment items on an interim and annual basis. The amendment also requires disclosure of the chief operating decision maker's ("CODM") title and position on an annual basis, as well as an explanation of how the CODM uses the reported measure(s). Additionally, the amended guidance permits companies to disclose more than one measure of segment profit or loss used by the CODM provided that at least one of the reported measures includes the segment profit or loss measure that is most consistent with GAAP measurement principles. The amendment also requires all disclosures about a reportable segment’s assets and profit or loss, currently required only in annual periods, in all interim periods. The ASU does not change how a public entity identifies or aggregates its operating segments or how quantitative thresholds are applied to determine an entities' reportable segments. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and should be applied retrospectively to all periods presented in the financial statements. Early adoption is permitted. The Company is currently evaluating the amendments to identify potential impacts to the Company's Notes to the Consolidated Financial Statements and processes.

Income Taxes. ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, was issued in December 2023. ASU 2023-09 amends the guidance in ASC 740, Income Taxes, to improve the transparency of income tax disclosures by amending the required rate reconciliation disclosures as well as requiring disclosure of income taxes paid disaggregated by jurisdiction. As amended, the rate reconciliation disclosure will be required to be presented in both percentages and reporting currency amounts, with consistent categories and greater disaggregation of information. The ASU also includes amendments intended to improve the effectiveness of income tax disclosures and eliminate certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. The amendments are effective for fiscal years beginning after December 15, 2024 and should be applied prospectively. Early adoption is permitted. The Company is currently evaluating the amendments to identify potential impacts to the Company's Notes to the Consolidated Financial Statements and processes.

There are no other recently issued accounting standards not yet adopted by us that are expected, upon adoption, to have a material impact on the Company’s Consolidated Financial Statements or processes.

Recent Securities and Exchange Commission Final Rules Issued but Not Yet Effective

Climate-Related Disclosures. In March 2024, the Securities and Exchange Commission ("SEC") adopted final rules requiring registrants to provide certain climate-related information in their registration statements and annual reports. As part of the disclosures, registrants will be required to quantify certain effects of severe weather events and other natural conditions in a note to their audited financial statements. The rules also require registrants to disclose outside the financial statements information regarding governance and oversight of material climate-related risks, the material impacts of climate risks on the strategy, business model and outlook, risk management processes and material scope 1 and scope 2 greenhouse gas emissions and any material climate-related targets and goals when the registrant has made a target or goal that has materially affected or is reasonable likely to materially affect its business, results of operations, or financial condition. The rules are generally scheduled to be effective for annual reporting periods beginning in 2025. However, in April 2024, the SEC voluntarily stayed the rules pending judicial review. The Company is currently evaluating these final rules to identify potential impacts to the Company's Notes to the Consolidated Financial Statements and processes.

Significant Accounting Policies

There have been no significant changes in the Company's accounting policies from those disclosed in our 2023 10-K Report. The significant accounting policies we use for quarterly financial reporting are disclosed in Note 1. Basis of Presentation, New Accounting Standards, and Significant Accounting Policies of the accompanying Notes to the Consolidated Financial Statements included in our 2023 10-K Report.

2. Accounts Receivable

Accounts Receivable and Allowance for Credit Losses

When we extend credit on an unsecured basis, our exposure to credit losses depends on the financial condition of our customers and macroeconomic factors beyond our control, such as global economic conditions or adverse impacts in the industries we serve, changes in oil prices and political instability.

We actively monitor and manage our credit exposure and work to respond to both changes in our customers' financial conditions and macroeconomic events. Based on the ongoing credit evaluations of our customers, we adjust credit limits based upon payment history and our customers' current creditworthiness. However, because we extend credit on an unsecured basis to most of our customers, there is a possibility that any accounts receivable not collected may ultimately need to be written off.

We had accounts receivable, net, of $2.5 billion and $2.7 billion and an allowance for expected credit losses, primarily related to accounts receivable, of $21.5 million and $20.8 million, as of September 30, 2024 and December 31, 2023, respectively. Changes to the expected credit loss provision during the nine months ended September 30, 2024 resulted from the Company's assessment of reasonable and supportable forward-looking information, including global economic outlook considerations. Based on an aging analysis as of September 30, 2024, 97% of our accounts receivable were outstanding less than 60 days.

The following table sets forth activities in our allowance for expected credit losses (in millions):


	For the Nine Months Ended September 30,
	2024		2023
Balance as of January 1,	$	20.8	$	17.3
Charges to allowance for credit losses	5.5		5.2
Write-off of uncollectible receivables	(5.6)		(3.4)
Recoveries of credit losses	1.3		0.1
Translation adjustments	(0.3)		0.1
Balance as of September 30,	$	21.5	$	19.4

Receivable Purchase Agreements

We have receivable purchase agreements ("RPAs") that allow for the sale of our qualifying accounts receivable in exchange for cash consideration equal to the total balance, less a discount margin, depending on the outstanding accounts receivable at any given time. Accounts receivable sold under the RPAs are accounted for as sales and excluded from Accounts receivable, net of allowance for credit losses on the accompanying Consolidated Balance Sheets. Fees paid under the RPAs are recorded within Interest expense and other financing costs, net on the Consolidated Statements of Income and Comprehensive Income.

During the nine months ended September 30, 2024 and 2023, we sold receivables under the RPAs with an aggregate face value of $8.9 billion and $7.7 billion and recognized fees of $29.5 million and $30.7 million, respectively.

3. Acquisitions and Divestitures

2024 Acquisitions and Divestitures

There were no acquisitions during the nine months ended September 30, 2024.

On May 1, 2024, we completed the sale of our Avinode Group and our portfolio of aviation fixed-based operator software products (the "disposal group") for cash proceeds, net of cash sold, of $200.1 million (the "Avinode sale"). The sale resulted in a pre-tax gain of $96.0 million, net of costs to sell and after the reclassification of the cumulative translation adjustment to net income, that is included in Other income (expense), net within our Consolidated Statements of Income and Comprehensive Income. The related tax expense of $11.2 million is included in Provision for income taxes within our Consolidated Statements of Income and Comprehensive Income. Prior to the sale, the disposal group was reported within the aviation segment. The sale did not meet the criteria to be reported as a discontinued operation.

4. Goodwill

The following table provides information regarding changes in goodwill during the nine months ended September 30, 2024 (in millions):


	Aviation Segment		Land Segment		Total
As of December 31, 2023	$	398.3	$	839.7	$	1,238.0


Adjustment for sale of business (1)	(59.5)		—		(59.5)
Foreign currency translation of non-USD functional currency subsidiary goodwill	(1.8)		5.0		3.2
As of September 30, 2024	$	337.0	$	844.7	$	1,181.7

(1) See Note 3. Acquisitions and Divestitures for additional information.

5. Derivative Instruments

We are exposed to a variety of risks, including, but not limited to, changes in the prices of commodities that we buy or sell, changes in foreign currency exchange rates, changes in interest rates, and the creditworthiness of each of our counterparties. While we attempt to mitigate these fluctuations through hedging, such hedges may not be fully effective.

Our risk management program includes the following types of derivative instruments:

Fair Value Hedges. Derivative contracts we hold to hedge the risk of changes in the price of our inventory.

Cash Flow Hedges. Derivative contracts we execute to mitigate the risk of price and interest rate volatility in forecasted transactions.

Non-designated Derivatives. Derivatives we primarily transact to mitigate the risk of market price fluctuations in swaps or futures contracts, as well as certain forward fixed price purchase and sale contracts to hedge the risk of currency rate fluctuations and for portfolio optimization.

The following table summarizes the gross notional values of our derivative contracts used for risk management purposes (in millions):

Unit

September 30, 2024

Commodity contracts

Long

BBL

84.5

Short

BBL

(87.2)

Foreign currency exchange contracts

Sell U.S. dollar, buy other currencies

USD

(757.1)

Buy U.S. dollar, sell other currencies

USD

821.8

Interest rate contracts

Interest rate swap

USD

300.0

The majority of our foreign currency exchange contracts and the volume related to our commodities contracts are expected to settle within the next twelve months and our interest rate swap agreement matures in March 2025.

Assets and Liabilities

The following table presents the gross fair value of our derivative instruments and their locations on the Condensed Consolidated Balance Sheets (in millions):


	Condensed Consolidated Balance Sheets Location	Gross Derivative Assets				Gross Derivative Liabilities
Derivative Instruments		September 30, 2024		December 31, 2023		September 30, 2024		December 31, 2023
Derivatives designated as hedging instruments

Commodity contracts	Other non-current assets	$	—	$	0.3	$	—	$	—
	Short-term derivative liabilities, net	39.8		24.8		38.1		20.9


Interest rate contracts	Short-term derivative assets, net	5.8		12.7		—		—
	Other non-current assets	—		2.2		—		—


Total derivatives designated as hedging instruments		45.6		39.9		38.1		20.9

Derivatives not designated as hedging instruments
Commodity contracts	Short-term derivative assets, net	249.0		343.9		53.3		73.1
	Other non-current assets	98.2		139.8		18.2		17.2
	Short-term derivative liabilities, net	143.1		161.8		268.3		340.0
	Other long-term liabilities	81.4		121.2		141.6		217.9

Foreign currency contracts	Short-term derivative assets, net	9.9		24.7		10.0		9.8
	Other non-current assets	0.2		0.6		0.1		0.5
	Short-term derivative liabilities, net	4.6		8.7		14.6		18.3
	Other long-term liabilities	0.2		—		0.6		—
Total derivatives not designated as hedging instruments		586.6		800.8		506.7		676.8
Total derivatives		$	632.2	$	840.7	$	544.9	$	697.8

For information regarding our derivative instruments measured at fair value after netting and collateral, see Note 6. Fair Value Measurements.

The following amounts were recorded on our Consolidated Balance Sheets related to cumulative basis adjustments for fair value hedges (in millions):


Line item in the Consolidated Balance Sheets in which the hedged item is included	Carrying Amount of Hedged Assets/(Liabilities)				Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Asset/(Liabilities)
	September 30, 2024		December 31, 2023		September 30, 2024		December 31, 2023
Inventory	$	64.1	$	55.3	$	(1.5)	$	(1.3)

Earnings and Other Comprehensive Income (Loss)

Derivatives Designated as Hedging Instruments

The following table presents, on a pre-tax basis, the location and amount of gains (losses) on fair value and cash flow hedges recognized in income in our Condensed Consolidated Statements of Income and Comprehensive Income (in millions):


	For the Three Months Ended
	September 30, 2024						September 30, 2023
	Revenue		Cost of revenue		Interest expense and other financing costs, net		Revenue		Cost of revenue		Interest expense and other financing costs, net
Total amounts of income and expense line items in which the effects of fair value or cash flow hedged are recorded	$	10,490.9	$	10,222.8	$	24.0	$	12,245.3	$	11,963.9	$	28.6
Gains (losses) on fair value hedge relationships:
Commodity contracts:
Hedged item	—		(3.1)		—		—		10.3		—
Derivatives designated as hedging instruments	—		2.6		—		—		(7.8)		—
Amount excluded from effectiveness testing recognized in earnings based on amortization approach	—		—		—		—		—		—
Gains (losses) on cash flow hedge relationships:
Commodity contracts:
Amount of gain (loss) reclassified from Accumulated other comprehensive income (loss) into net income	—		1.3		—		—		3.6		—
Amount excluded from effectiveness testing recognized in earnings based on changes in fair value	—		—		—		—		—		—
Interest rate contracts:
Amount of gain (loss) reclassified from Accumulated other comprehensive income (loss) into net income	—		—		3.8		—		—		3.8
Amount excluded from effectiveness testing recognized in earnings based on changes in fair value	—		—		—		—		—		—
Total amount of income and expense line items excluding the impact of hedges	$	10,490.9	$	10,223.6	$	27.8	$	12,245.3	$	11,970.1	$	32.3


	For the Nine Months Ended
	September 30, 2024						September 30, 2023
	Revenue		Cost of revenue		Interest expense and other financing costs, net		Revenue		Cost of revenue		Interest expense and other financing costs, net
Total amounts of income and expense line items in which the effects of fair value or cash flow hedged are recorded	$	32,407.5	$	31,640.0	$	80.4	$	35,707.6	$	34,881.8	$	95.4
Gains (losses) on fair value hedge relationships:
Commodity contracts:
Hedged item	—		0.1		—		—		6.1		—
Derivatives designated as hedging instruments	—		0.5		—		—		(2.5)		—
Amount excluded from effectiveness testing recognized in earnings based on amortization approach	—		—		—		—		—		—
Gains (losses) on cash flow hedge relationships:
Commodity contracts:
Amount of gain (loss) reclassified from Accumulated other comprehensive income (loss) into net income	(0.1)		0.7		—		1.1		2.1		—
Amount excluded from effectiveness testing recognized in earnings based on changes in fair value	—		—		—		—		—		—
Interest rate contracts:
Amount of gain (loss) reclassified from Accumulated other comprehensive income (loss) into net income	—		—		11.2		—		—		10.3
Amount excluded from effectiveness testing recognized in earnings based on changes in fair value	—		—		—		—		—		—
Total amount of income and expense line items excluding the impact of hedges	$	32,407.5	$	31,641.3	$	91.6	$	35,706.6	$	34,887.4	$	105.7

The following table presents, on a pre-tax basis, the amounts not recorded in Accumulated other comprehensive income (loss) due to intra-period settlement but recognized in Revenue and Cost of revenue in our Condensed Consolidated Statements of Income and Comprehensive Income (in millions):


Gain (Loss) Not Recorded in Accumulated other comprehensive income (loss) Due to Intra-Period Settlement		For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	Location	2024		2023		2024		2023
Commodity contracts	Revenue	$	(1.8)	$	(1.3)	$	(0.5)	$	(1.6)
Commodity contracts	Cost of revenue	$	(9.0)	$	3.9	$	(10.1)	$	(1.6)

For the nine months ended September 30, 2024 and 2023, there were no gains or losses recognized in earnings related to our fair value or cash flow hedges that were excluded from the assessment of hedge effectiveness.

As of September 30, 2024, on a pre-tax basis, $3.4 million and $0.1 million is scheduled to be reclassified from Accumulated other comprehensive income (loss) over the next twelve months as a decrease to Revenue and an increase to Cost of revenue, respectively, related to designated commodity cash flow hedges that will mature within the next twelve months.

The following tables present the effect and financial statement location of our derivative instruments in cash flow hedging relationships on Accumulated other comprehensive income (loss) and in our Condensed Consolidated Statements of Income and Comprehensive Income (in millions):


Amount of Gain (Loss) Recognized in Accumulated other comprehensive income (loss), Net of Income Tax (Expense) Benefit	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Commodity contracts (Revenue)	$	(2.4)	$	(0.6)	$	(2.6)	$	0.1
Commodity contracts (Cost of revenue)	0.9		(0.8)		1.0		(1.0)
Interest rate contracts (Interest expense and other financing costs, net)	(0.6)		1.2		$	1.6	$	4.4
Total gain (loss)	$	(2.2)	$	(0.1)	$	—	$	3.4


Amount of Gain (Loss) Reclassified from Accumulated other comprehensive income (loss) into Net income (loss), Net of Income Tax (Expense) Benefit		For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	Location	2024		2023		2024		2023
Commodity contracts	Revenue	$	—	$	—	$	—	$	0.8
Commodity contracts	Cost of revenue	1.0		2.6		0.5		1.5
Interest rate contracts	Interest expense and other financing costs, net	2.8		2.7		8.3		7.5
Total gain (loss)		$	3.7	$	5.3	$	8.8	$	9.9

Derivatives Not Designated as Hedging Instruments

The following table presents the amount and financial statement location in our Condensed Consolidated Statements of Income and Comprehensive Income of realized and unrealized gains (losses) recognized on derivative instruments not designated as hedging instruments (in millions):


Derivative Instruments - Non-designated		For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	Location	2024		2023		2024		2023
Commodity contracts	Revenue	$	(33.8)	$	(28.3)	$	(158.7)	$	(171.0)
	Cost of revenue	12.8		(16.9)		15.9		(35.4)
		(21.0)		(45.2)		(142.8)		(206.4)
Foreign currency contracts	Revenue	(1.7)		(0.2)		(2.1)		(5.9)
	Other (expense), net	(4.7)		(2.2)		(8.8)		(1.5)
		(6.4)		(2.5)		(10.9)		(7.3)
Total gain (loss)		$	(27.4)	$	(47.7)	$	(153.7)	$	(213.7)

Credit-Risk-Related Contingent Features

We enter into derivative contracts which may require us to post collateral periodically. Certain of these derivative contracts contain credit-risk-related contingent clauses which are triggered by credit events, such as a credit downgrade or if certain defined financial ratios fall below an established threshold. The occurrence of these credit events may require us to post additional collateral or immediately settle the derivative instrument.

The following table presents the potential collateral requirements for derivative liabilities with credit-risk-contingent features (in millions):


	September 30, 2024		December 31, 2023
Net derivative liability positions with credit contingent features	$	66.4	$	99.1
Collateral posted and held by our counterparties	—		—
Maximum additional potential collateral requirements	$	66.4	$	99.1

6. Fair Value Measurements

The carrying amounts of cash and cash equivalents, net accounts receivable, accounts payable and accrued expenses and other current liabilities approximate fair value based on their short-term maturities. With the exception of the Convertible Notes issued in June 2023, as discussed in Note 7. Debt, Interest Income, Expense, and Other Finance Costs, the carrying values of our debt and notes receivable approximate fair value as these instruments bear interest either at variable rates or fixed rates, which are not significantly different from market rates. The fair value measurements for our debt and notes receivable are considered to be Level 2 measurements based on the fair value hierarchy.

Recurring Fair Value Measurements

The following tables present information about our gross assets and liabilities that are measured at fair value on a recurring basis (in millions):


	Fair Value Measurements as of September 30, 2024
	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total
Assets:
Commodities contracts	$	235.8	$	365.7	$	10.1	$	611.6
Interest rate contract	—		5.8		—		5.8
Foreign currency contracts	—		14.8		—		14.8
Cash surrender value of life insurance	—		19.3		—		19.3
Total assets at fair value	$	235.8	$	405.6	$	10.1	$	651.5

Liabilities:
Commodities contracts	$	294.3	$	224.4	$	0.9	$	519.6

Foreign currency contracts	—		25.3		—		25.3
Total liabilities at fair value	$	294.3	$	249.7	$	0.9	$	544.9


	Fair Value Measurements as of December 31, 2023
	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total
Assets:
Commodities contracts	$	220.0	$	560.2	$	11.6	$	791.8
Interest rate contract	—		14.8		—		14.8
Foreign currency contracts	—		34.1		—		34.1
Cash surrender value of life insurance	—		16.5		—		16.5
Total assets at fair value	$	220.0	$	625.6	$	11.6	$	857.3

Liabilities:
Commodities contracts	$	322.1	$	345.3	$	1.8	$	669.1

Foreign currency contracts	—		28.7		—		28.7
Total liabilities at fair value	$	322.1	$	373.9	$	1.8	$	697.8

For our derivative contracts, we may enter into master netting, collateral and offset agreements with counterparties. These agreements provide us the ability to offset a counterparty's rights and obligations, request additional collateral when necessary, or liquidate the collateral in the event of counterparty default. We net the fair value of cash collateral paid or received against fair value amounts recognized for net derivative positions executed with the same counterparty under the same master netting or offset agreement.

We have elected to offset the recognized fair value amounts for multiple derivative instruments executed with the same counterparty in our financial statements when a legal right of offset exists. The following tables summarize those derivative balances subject to the right of offset as presented on our Condensed Consolidated Balance Sheets (in millions):


	Fair Value as of September 30, 2024
	Gross Amounts Recognized		Gross Amounts Offset		Net Amounts Presented		Collateral		Gross Amounts without Right of Offset		Net Amounts
Assets:
Commodities contracts	$	611.6	$	335.9	$	275.7	$	19.1	$	—	$	256.6
Interest rate contract	5.8		—		5.8		—		—		5.8
Foreign currency contracts	14.8		14.8		—		—		—		—
Total assets at fair value	$	632.2	$	350.7	$	281.5	$	19.1	$	—	$	262.4

Liabilities:
Commodities contracts	$	519.6	$	335.9	$	183.8	$	59.7	$	—	$	124.1

Foreign currency contracts	25.3		14.8		10.4		—		—		10.4
Total liabilities at fair value	$	544.9	$	350.7	$	194.2	$	59.7	$	—	$	134.5


	Fair Value as of December 31, 2023
	Gross Amounts Recognized		Gross Amounts Offset		Net Amounts Presented		Collateral		Gross Amounts without Right of Offset		Net Amounts
Assets:
Commodities contracts	$	791.8	$	399.0	$	392.8	$	45.2	$	—	$	347.7
Interest rate contract	14.8		—		14.8		—		—		14.8
Foreign currency contracts	34.1		19.1		15.0		—		—		15.0
Total assets at fair value	$	840.7	$	418.0	$	422.7	$	45.2	$	—	$	377.5

Liabilities:
Commodities contracts	$	669.1	$	399.0	$	270.1	$	100.5	$	—	$	169.7

Foreign currency contracts	28.7		19.1		9.6		—		—		9.6
Total liabilities at fair value	$	697.8	$	418.0	$	279.7	$	100.5	$	—	$	179.2

At September 30, 2024 and December 31, 2023, we did not present any amounts gross on our Condensed Consolidated Balance Sheets where we had the right of offset.

Concentration of Credit Risk

Our individual over-the-counter ("OTC") counterparty exposure is managed within predetermined credit limits and includes the use of cash-call margins when appropriate, thereby reducing the risk of significant nonperformance. At September 30, 2024, two of our counterparties with a total exposure of $67.6 million represented over 10% of our credit exposure to OTC derivative counterparties, for which we held cash collateral of $26.9 million.

Nonrecurring Fair Value Measurements

The fair values of nonrecurring assets or liabilities measured using Level 3 inputs were not material as of September 30, 2024.

7. Debt, Interest Income, Expense, and Other Finance Costs

Long-Term Debt

Our outstanding debt consists of the following (in millions):


	September 30, 2024		December 31, 2023
Credit Facility (1)	$	—	$	—
Term loan (1)	461.2		476.4
Convertible Notes (2)	340.3		338.5
Finance leases	22.8		15.7
Other (3)	58.7		57.3
Total debt	883.0		887.9
Less: Current maturities of long-term debt and finance leases	85.0		78.8
Long-term debt	$	798.0	$	809.1

(1)The Fourth Amended and Restated Credit Agreement matures in April 2027 and provides for a term loan as well as a revolving credit facility of up to $1.5 billion (the "Credit Facility").

(2)Our 3.250% Convertible Senior Notes due 2028 (the "Convertible Notes") were issued in June 2023 and mature on July 1, 2028, unless earlier converted, redeemed or repurchased. As of September 30, 2024 the net carrying amount of the Convertible Notes includes the aggregate principal amount of $350.0 million, net of unamortized debt issuance costs. As of September 30, 2024, the fair value of the Convertible Notes is estimated to be approximately $426.5 million using the Level 2 observable input of quoted market prices in an inactive market.

(3)Includes secured borrowings for the transfer of tax receivables of $54.1 million (EUR 48.5 million) and $53.6 million (EUR 48.5 million) as of September 30, 2024 and December 31, 2023, respectively.

Interest Income, Expense, and Other Financing Costs

The following table provides additional information about our Interest income (expense), and other financing costs, net (in millions):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Interest income	$	5.0	$	3.0	$	8.6	$	7.0
Interest expense and other financing costs	(29.0)		(31.6)		(89.0)		(102.3)
Interest expense and other financing costs, net	$	(24.0)	$	(28.6)	$	(80.4)	$	(95.4)

8. Supplier Financing Programs

Under various supplier finance programs, we agree to pay counterparties engaged as paying agents the stated amount of confirmed invoices from our designated suppliers on the original maturity date of the invoices. Under certain of these arrangements, we may also pay fees for the supplier finance platform and related support.

Outstanding obligations confirmed under our supplier finance programs were $149.7 million and $198.8 million as of September 30, 2024 and December 31, 2023, respectively, and are included in Accounts payable within our Condensed Consolidated Balance Sheets.

9. Commitments and Contingencies

On November 23, 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, which are principally reported within Cost of revenue on the Consolidated Statements of Income and Comprehensive Income. In December 2023, the subsidiary received a request for information from Energiavirasto, the Finnish energy regulatory authority ("EA"), indicating that EA had initiated an investigation in relation to the events surrounding the erroneous bid submission. We have since received requests for additional information following our responses to EA's initial requests. We have responded to such requests and continue to cooperate with the investigation. At this

time, we are unable to predict the outcome of this investigation, including whether the investigation will result in any action, proceeding or fine against us.

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 tax and administrative claims.

From time to time, we are also under review by various domestic and foreign tax authorities regarding indirect tax matters and are involved in various challenges and litigation in a number of countries, including, in particular, South Korea and Brazil, where the amounts in controversy may be material. During 2016 and 2017, the South Korean branch of one of our subsidiaries received assessments totaling approximately $26.1 million (KRW 34.3 billion) from the regional tax authorities of Seoul, South Korea. The assessments primarily consist of fines and penalties for allegedly failing to issue Value Added Tax ("VAT") invoices and report certain transactions during the period 2011-2014. These assessments do not involve failure to pay or collect VAT. We believe we have substantial defenses to these assessments and expect to continue to pursue available administrative and judicial remedies to resolve this matter.

We are also involved in several tax disputes with federal, state and municipal tax authorities in Brazil, relating primarily to a VAT tax known as ICMS. These disputes are at various stages of the legal process, including the administrative review phase and the collection action phase, and include assessments of fixed amounts of principal and penalties, plus interest. One of our Brazilian subsidiaries is currently contesting an assessment from the Brazilian tax authorities relating to the ICMS rate used for certain transactions (consisting of tax, interest and penalties) that now stands at approximately $6.1 million (BRL 33.0 million). In November 2023, the deadline passed for the Brazilian tax authorities to appeal a previous judgment reducing the interest rate applicable to the assessment. In April 2024, the Sao Paulo Court of Justice published a decision on a motion previously filed in the case, which reduced the penalty by limiting it to the total tax due and eliminated any interest that would have been due on the excess penalty. We are pursuing available judicial remedies to resolve this matter.

We have established loss provisions for claims and other matters in which losses are probable and can be reasonably estimated. As of September 30, 2024, our reserves for such claims were not material. For those matters where a reserve has not been established and for which we believe a loss is reasonably possible, we believe that such losses will not have a material adverse effect on our Condensed Consolidated Financial Statements. However, any adverse resolution of one or more such claims, complaints or proceedings during a particular period could have a material adverse effect on our Condensed Consolidated Financial Statements or disclosures for that period.

Our estimates regarding potential losses and materiality are based on our judgment and assessment of the claims utilizing currently available information. Although we will continue to reassess our reserves and estimates based on future developments, our objective assessment of the legal merits of such claims may not always be predictive of the outcome and actual results may vary from our current estimates.

When we deem it appropriate and the amounts are reasonably estimable, we establish reserves for potential adjustments to our provision for the accrual of indirect taxes that may result from examinations or other actions by tax authorities. If events occur which indicate payment of these amounts is unnecessary, the reversal of the liabilities will result in the recognition of benefits in the period we determine the liabilities are no longer necessary. If our estimates of any of our federal, state, and foreign indirect tax liabilities are less than the ultimate assessment, it could result in a further charge to expense. Except with respect to the matters described above, we believe that the final outcome of any pending examinations, agreements, administrative or judicial proceedings will not have a material effect on our results of operations or cash flows.

10. Shareholders' Equity

Cash Dividends

During the nine months ended September 30, 2024, the Company's Board of Directors (the "Board") declared quarterly cash dividends of $0.17 per common share representing first, second, and third quarter dividends of $10.1 million, $10.1 million, and $9.9 million, which were paid on April 16, 2024, July 16, 2024 and October 16, 2024, respectively. During the nine months ended September 30, 2023, the Board declared quarterly cash dividends of $0.14 per common share representing first, second, and third quarter dividends of $8.6 million, $8.4 million, and $8.4 million, which were paid on April 21, 2023, July 10, 2023, and October 16, 2023, respectively.

Accumulated Other Comprehensive Income (Loss)

Our Accumulated other comprehensive income (loss) consists of foreign currency translation adjustments related to our subsidiaries that have a functional currency other than the U.S. dollar and unrealized gains (losses) from derivative instruments designated as cash flow hedges. The after-tax changes in Accumulated other comprehensive income (loss) by component were as follows (in millions):


	Foreign Currency Translation Adjustments		Cash Flow Hedges		Accumulated Other Comprehensive Income (Loss)
Balance as of January 1, 2024	$	(159.6)	$	10.8	$	(148.9)
Other comprehensive income (loss) before reclassifications	(0.4)		—		(0.4)
Amounts reclassified from Accumulated other comprehensive income (loss) (1)	17.0		(8.8)		8.2

Balance as of September 30, 2024	$	(143.1)	$	2.0	$	(141.1)

Balance as of January 1, 2023	$	(179.5)	$	18.9	$	(160.6)
Other comprehensive income (loss) before reclassifications	(3.3)		3.4		0.1
Amounts reclassified from Accumulated other comprehensive income (loss)	—		(9.9)		(9.9)

Balance as of September 30, 2023	$	(182.8)	$	12.4	$	(170.4)

(1)During the nine months ended September 30, 2024, cumulative translation losses were reclassified from Other comprehensive income (loss) into net income. See Note 3. Acquisitions and Divestitures for additional information.

11. Revenue from Contracts with Customers

Disaggregated revenue

The following table presents our revenues from contracts with customers disaggregated by major geographic areas in which we conduct business (in millions):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Aviation	$	266.8	$	301.0	$	853.9	$	826.3
Land	17.3		6.4		96.5		18.6
Marine	1,033.9		1,009.5		3,205.7		3,125.6
Asia Pacific	1,318.0		1,316.9		4,156.2		3,970.5

Aviation	1,414.4		1,347.7		3,612.2		3,174.3
Land	620.9		725.4		2,193.7		2,512.4
Marine	564.1		695.9		1,730.2		1,841.0
EMEA	2,599.4		2,769.0		7,536.1		7,527.7

Aviation	867.1		987.7		2,894.1		3,094.8
Land	247.9		286.4		742.5		743.0
Marine	142.7		143.5		571.2		581.4
LATAM	1,257.7		1,417.6		4,207.8		4,419.2

Aviation	2,668.6		3,346.1		8,356.3		10,291.0
Land	2,293.2		3,001.9		6,987.9		8,428.8
Marine	379.7		428.7		1,306.9		1,242.3
North America	5,341.5		6,776.6		16,651.1		19,962.1

Other revenues (excluded from ASC 606) (1)	(25.6)		(34.8)		(143.7)		(171.9)

Total revenue	$	10,490.9	$	12,245.3	$	32,407.5	$	35,707.6

(1) Includes revenue from derivatives, leases, and other transactions that we account for under separate guidance.

Accounts receivable, contract assets and contract liabilities

The nature of the receivables related to revenue from contracts with customers and other revenues (excluded from ASC 606) are substantially similar, as they are both generated from transactions with the same type of counterparties (e.g., separate fuel sales and storage lease with the same counterparty) and are entered into utilizing the same credit approval and monitoring procedures for all customers. As such, we believe the risk associated with the cash flows from the different types of receivables is not meaningful to separately disaggregate the accounts receivable balance presented on our Condensed Consolidated Balance Sheets. As of September 30, 2024 and December 31, 2023, the contract assets and contract liabilities recognized by the Company were not material.

12. Income Taxes

Our income tax provision and the respective effective income tax rates are as follows (in millions, except for income tax rates):


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2024			2023			2024			2023
Provision for income taxes	$	14.6		$	10.8		$	27.6		$	24.8
Effective income tax rate	29.5		%	23.4		%	14.0		%	21.9		%

Our provision for income taxes for the three months ended September 30, 2024 includes a net discrete income tax expense of $2.9 million, of which a tax expense of $2.1 million relates to the tax on gain on sale of Avinode and a tax expense of $1.6 million relates to return-to-provision adjustments, partially offset by a net tax benefit of $0.7 million primarily related to changes in our reserve for uncertain tax positions.

Our provision for income taxes for the three months ended September 30, 2023 includes a net discrete income tax benefit of $2.7 million, of which $3.2 million relates to the reversal of a valuation allowance previously recorded against the deferred tax assets of certain foreign subsidiaries and states, partially offset by a net tax expense of $0.5 million related to other worldwide adjustments.

Our provision for income taxes for the nine months ended September 30, 2024 includes a net discrete income tax expense of $2.7 million, of which a net tax expense of $11.2 million relates to the tax on gain on sale of Avinode, partially offset by a net tax benefit of $9.2 million related to changes in our reserve for uncertain tax positions.

Our provision for income taxes for the nine months ended September 30, 2023 includes a net discrete income tax benefit of $8.2 million, which includes a benefit of $8.2 million related to the reversal of valuation allowances previously recorded against deferred tax assets of certain foreign subsidiaries and states, as well as other offsetting worldwide adjustments.

Our income tax provisions for the three and nine months ended September 30, 2024 and 2023 were calculated based on the estimated annual effective income tax rates for the 2024 and 2023 years, respectively. The actual effective income tax rate for the 2024 year may be materially different for several reasons including differences between estimated versus actual results and the geographic tax jurisdictions in which the results are earned.

On October 4, 2021, 136 members of the Organisation for Economic Co-operation and Development ("OECD") agreed to a global minimum tax rate of 15%. On December 20, 2021, OECD published its model rules on the agreed minimum tax known as the Global Anti-Base Erosion ("GloBE") rules. The GloBE rules provide a framework for a coordinated multi-country system of taxation intended to ensure large multinational enterprise groups pay a minimum level of tax on the income arising in each of the jurisdictions where they operate. On December 14, 2022, the European Council approved its directive to implement Pillar Two of the GloBE rules regarding a 15% global minimum tax rate. Many G20 nations have also indicated their plan to follow the OECD guidance as early as January 1, 2024. Pillar Two legislation has been enacted or substantively enacted in several jurisdictions in which the Company operates. The legislation is effective for the Company’s financial year beginning January 1, 2024.

The Company has completed its assessment and identified potential exposure to Pillar Two income taxes on profits earned in jurisdictions where the effective tax rate is lower than 15%. The estimated Pillar Two taxes do not have a material impact on the estimated annual effective tax rate for 2024 or the income tax provision for the three and nine months ended September 30, 2024.

We have various tax returns under examination both in the U.S. and foreign jurisdictions. The most material of these is in Denmark, where one of our subsidiaries has been under audit since 2018. Through September 30, 2024, we have received final tax assessments for the 2013 and 2014 tax years that were immaterial, and proposed tax assessments for the 2015 through 2021 tax years of approximately $142.1 million (DKK 951.5 million), excluding interest. We believe we have substantial defenses to these assessments and expect to continue to pursue available administrative and judicial remedies to resolve this matter.

An unfavorable resolution of one or more of the above matters could have a material adverse effect on our operating results or cash flows in the quarter or year in which the adjustments are recorded, or the tax is due or paid. As examinations are still in process or have not yet reached the final stages of the appeals process, the timing of the ultimate resolution or payments that may be required cannot be determined at this time.

13. Business Segments

We operate in three reportable segments consisting of aviation, land and marine. Our operating segments are determined based on the different markets in which we provide products and services, which are defined primarily by the customers (businesses and governmental) and the products and services provided to those customers. We use Income from operations as our primary measure of profit as we believe it is the most meaningful measure to allocate resources and assess the performance of our segments. Corporate expenses are allocated to the segments based on usage, where possible, or on other factors according to the nature of the activity.

Information concerning our Revenue and Income from operations by reportable segment is as follows (in millions):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
Revenue:	2024		2023		2024		2023
Aviation segment	$	5,218.4	$	5,983.5	$	15,731.3	$	17,400.8
Land segment	3,151.6		3,983.5		9,860.6		11,517.1
Marine segment	2,121.0		2,278.2		6,815.6		6,789.8
Total revenue	$	10,490.9	$	12,245.3	$	32,407.5	$	35,707.6

Income from operations:
Aviation segment	$	68.7	$	58.6	$	180.6	$	150.7
Land segment	15.2		31.8		29.4		82.6
Marine segment	14.9		12.4		52.1		63.0
Corporate overhead - unallocated	(26.5)		(29.5)		(81.4)		(83.0)
Total income from operations	$	72.3	$	73.3	$	180.7	$	213.3

Information concerning our Accounts receivable, net of allowance for credit losses and Total assets by reportable segment is as follows (in millions):


	September 30, 2024		December 31, 2023
Accounts receivable, net:
Aviation segment, net of allowance for credit losses of $7.4 and $9.1 as of September 30, 2024 and December 31, 2023, respectively	$	1,216.3	$	1,285.7
Land segment, net of allowance for credit losses of $10.1 and $6.3 as of September 30, 2024 and December 31, 2023, respectively	647.5		767.4
Marine segment, net of allowance for credit losses of $2.7 and $2.9 as of September 30, 2024 and December 31, 2023, respectively	612.3		682.4
Total accounts receivable, net	$	2,476.1	$	2,735.5

Total assets:
Aviation segment	$	2,504.6	$	2,767.4
Land segment	3,211.0		3,323.4
Marine segment	1,014.9		992.8
Corporate	254.2		291.8
Total assets	$	6,984.6	$	7,375.3

14. Earnings Per Common Share

The following table sets forth the computation of basic and diluted earnings per common share for the periods presented (in millions, except per share amounts):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator:
Net income attributable to World Kinect	$	33.5	$	34.9	$	169.2	$	87.7
Denominator:
Weighted average common shares for basic earnings per common share	58.8		60.3		59.5		61.7
Effect of dilutive securities	0.4		0.1		0.4		0.4
Weighted average common shares for diluted earnings per common share	59.2		60.4		60.0		62.1
Basic earnings (loss) per common share	$	0.57	$	0.58	$	2.84	$	1.42
Diluted earnings (loss) per common share	$	0.57	$	0.58	$	2.82	$	1.41
Weighted average securities which are not included in the calculation of diluted earnings per common share because their impact is anti-dilutive or their performance conditions have not been met	1.2		1.4		1.1		1.2

15. Restructuring and Exit Activities

2023 Restructuring Plan

In November 2023, we approved and began implementing a restructuring plan (the "2023 Restructuring Plan") to realign our operational focus with the purpose of simplifying our business, enabling us to focus more clearly on growing our core businesses and our new sustainability-related activities, and improving our cost structure. As part of this plan, during the fourth quarter of 2023, we identified open positions that were eliminated and other positions that were closed to better align the workforce necessary to execute the revised strategy. We recognized restructuring charges of $7.2 million during the year ended December 31, 2023, composed of severance and other compensation costs. We also decided to shift future investments away from underperforming businesses and to continue assessing our global office footprint, resulting in impairment charges of $11.2 million during the fourth quarter of 2023.

During the first half of 2024, we continued to assess potential initiatives, resulting in additional severance and other compensation cost-related restructuring charges. The following table provides a summary of our severance and other compensation cost activities as part of the 2023 Restructuring Plan (in millions):


	Aviation		Land		Marine		Corporate		Consolidated



Accrued charges as of December 31, 2023	$	1.2	$	3.7	$	—	$	0.9	$	5.7
Restructuring charges	0.1		1.8		—		0.5		2.4
Paid during the period	(1.1)		(3.8)		—		(1.0)		(5.8)
Accrued charges as of September 30, 2024	$	0.2	$	1.7	$	—	$	0.4	$	2.3

In addition, as part of the 2023 Restructuring Plan, within our marine segment we made the decision during the second quarter of 2024 to cease operations at one of our subsidiaries in Brazil, resulting in the write-off of $3.3 million of VAT credits that are no longer recoverable.

We completed the restructuring activities during the second quarter of 2024.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our 2023 10-K Report and the unaudited Condensed Consolidated Financial Statements and related Notes in Item 1 – Financial Statements of this 10-Q Report. A reference to a "Note" herein refers to the accompanying Notes to the Condensed Consolidated Financial Statements contained in Item 1 – Financial Statements. The following discussion may contain forward-looking statements, and our actual results may differ materially from the results suggested by these forward-looking statements. Some factors that may cause our results to differ are disclosed in Item 1A – Risk Factors of our 2023 10-K Report.

Forward-Looking Statements

This 10-Q Report and the information incorporated by reference in it, or made by us in other reports, filings with the U.S. Securities and Exchange Commission (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. 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. Specifically, this 10-Q 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, (vii) estimates regarding the financial impact of our derivative and other trading contracts and (viii) estimated savings arising out of various cost reduction efforts. These forward-looking statements are qualified in their entirety by cautionary statements and risk factor disclosures contained in our SEC filings.

These forward-looking statements are estimates and projections reflecting our best judgment and involve risks, uncertainties or other factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Although we believe the estimates and projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect. Our actual results may differ materially from the future results, performance or achievements expressed or implied by the forward-looking statements.

Important factors that could cause actual results to differ materially from the results and events anticipated or implied by such forward-looking statements include, but are not limited to:

•customer and counterparty creditworthiness and our ability to collect accounts receivable and settle derivative contracts;

•changes in the market prices of energy or commodities or extremely high or low fuel prices that continue for an extended period of time;

•adverse conditions in the industries in which our customers operate;

•our inability to effectively mitigate certain financial risks and other risks associated with derivatives and our physical fuel products;

•our ability to achieve the expected level of benefit from our restructuring activities and cost reduction initiatives;

•relationships with our employees and potential labor disputes associated with employees covered by collective bargaining agreements;

•our failure to comply with restrictions and covenants governing our outstanding indebtedness;

•the impact of cyber and other information 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 2024 U.S. presidential election;

•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;

•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 our 2023 10-K Report, together with those described from time to time in our other filings with the SEC.

We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all of those risks, nor can we assess the impact of all of those risks on our business or the extent to which any factor may cause actual results to differ materially from those contained in any forward-looking statement. Further, forward-looking statements speak only as of the date they are made, and unless required by law, we expressly disclaim any obligation or undertaking to publicly update any of them in light of new information, future events, or otherwise. Any public statements or disclosures by us following this 10-Q report that modify or impact any of the forward-looking statements contained in or accompanying this 10-Q Report will be deemed to modify or supersede such forward-looking statements.

For these statements, we claim the protection of the safe harbor for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act, as amended (the "Exchange Act").

Business Overview

We are a global energy management company offering fulfillment and related services across the aviation, marine, and land-based transportation sectors. We also supply natural gas and power in the United States and Europe along with a growing suite of other sustainability-related products and services. We are principally engaged in the distribution of fuel and related products and services in the aviation, land, and marine transportation industries.

Restructuring and Exit Activities

In November 2023, we approved and began implementing the 2023 Restructuring Plan to realign our operational focus with the purpose of simplifying our business, enabling us to focus more clearly on growing our core businesses and our new sustainability-related activities, and improving our cost structure. As part of this plan, we identified open positions that were eliminated and other positions that were closed to better align the workforce necessary to execute the revised strategy. During the first half of 2024, we continued to assess potential initiatives. As part of the restructuring plan in 2023 and 2024, we recognized restructuring charges totaling $9.6 million, composed of severance and other compensation costs. We also decided to shift future investments away from underperforming businesses and to continue assessing our global office footprint, resulting in impairment charges of $11.2 million during the fourth quarter of 2023. In addition, as part of the 2023 Restructuring Plan, within our marine segment we made the decision during the second quarter of 2024 to cease operations at one of our subsidiaries in Brazil, resulting in the write-off of $3.3 million of VAT credits that are no longer recoverable. We estimate that the plan should result in approximately $21.9 million in annualized compensation-related savings. We completed the restructuring activities during the second quarter of 2024. See Note 15. Restructuring and Exit Activities for additional information.

Reportable Segments

We operate in three reportable segments consisting of aviation, land, and marine. For additional discussion on our reportable segments, see "Reportable Segments" under Part I, Item 1 – Business in our 2023 10-K Report. Selected financial information with respect to our business segments is provided in Note 13. Business Segments.

Aviation Segment

Our aviation segment has benefited from growth in our fuel and related service offerings, as well as our enhanced logistics capabilities and the geographic expansion of our aviation fueling operations into additional international airport locations. Since 2023, we have successfully achieved higher returns in a high interest rate environment, driven in part by targeted improvements in working capital management consistent with our strategy to rationalize lower-return business activity. As part of our business strategy, we hold inventory in order to meet the needs of our customers. While we generally enter into financial derivative contracts to mitigate price risk exposure associated with our inventory, market pricing dynamics may still negatively impact our results.

In 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.

Land Segment

Although 2023 was adversely affected by extraordinary losses associated with an erroneous bid submitted in the Finnish power market, we achieved an increase in profitability during the year ended December 31, 2023 from both our natural gas business and our sustainability-related service offerings, driven in part by strong growth in our renewable energy solutions business.

In our land segment we continue to focus on improving asset utilization, leveraging the capabilities of our acquisitions, and realigning our operational platform as discussed under "Restructuring and Exit Activities" above.

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 have spent a considerable amount of time reorganizing our business to drive internal efficiencies so that we can generate relatively moderate levels of earnings in stable markets and yet remain poised to provide additional value in volatile and credit constrained markets.

Macroeconomic Environment

Inflation in the United States and other jurisdictions in which we do business increased significantly beginning in late 2021 into 2022, driven in part by supply chain disruptions, labor shortages and increased commodity prices, which generally resulted in higher costs in 2022 and 2023. Inflation, however, is decelerating and we expect will continue to do so gradually throughout 2024 without a major downturn in activity.

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. These benefits can include higher commodity prices that typically result in a constrained credit environment, often creating favorable market conditions that increase demand for our services, as well as our ability to renegotiate prices due to many of our sales contracts being 12 months or less in duration. Additionally, we take measures to mitigate the impact of increases in fuel prices through comprehensive hedging programs and the use of financial derivative contracts.

For these reasons, the increased cost environment, caused in part by inflation, has not had a material impact on our historical results of operations for the periods presented in this report. However, a significant or prolonged period of high inflation, particularly when combined with rising interest rates due to actions taken by governments to attempt to control inflation, could adversely impact our results if costs, including employee compensation driven by competitive job market conditions, were to increase at a rate greater than the increase in the revenues we generate. 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.

See "We extend credit to many of our customers in connection with their purchase of fuel and services from us, and our business, financial condition, results of operations and cash flows will be adversely affected if we are unable to collect accounts receivable," "Changes in the market prices of energy and commodities may have a material adverse effect on our business," "Our business depends on our ability to adequately finance our capital requirements and fund our investments, which, if not available to us, would impact our ability to conduct our operations," "Significant inflation and higher interest rates may adversely affect our business and financial condition," and "Our derivative transactions with customers, suppliers, merchants and financial institutions expose us to price and credit risks, which could have a material adverse effect on our business" in Item 1A – Risk Factors in our 2023 10-K Report for additional discussion of these risks.

Results of Operations

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023

Consolidated Results of Operations

The following provides a summary of our consolidated results of operations for the periods indicated (in millions, except per share amounts):


	For the Three Months Ended September 30,
	2024		2023
Revenue	$	10,490.9	$	12,245.3
Cost of revenue	10,222.8		11,963.9
Gross profit	268.1		281.4
Operating expenses:
Compensation and employee benefits	122.9		132.0
General and administrative	71.8		76.1
Asset impairments	1.2		—

Total operating expenses	195.8		208.2
Income (loss) from operations	72.3		73.3
Non-operating income (expenses), net:
Interest expense and other financing costs, net	(24.0)		(28.6)
Other income (expense), net	1.3		1.6
Total non-operating income (expense), net	(22.6)		(26.9)
Income (loss) before income taxes	49.6		46.3
Provision for income taxes	14.6		10.8
Net income (loss) including noncontrolling interest	35.0		35.5
Net income (loss) attributable to noncontrolling interest	1.5		0.6
Net income (loss) attributable to World Kinect	$	33.5	$	34.9

Basic earnings (loss) per common share	$	0.57	$	0.58

Diluted earnings (loss) per common share	$	0.57	$	0.58

Revenue. Our consolidated revenue for the three months ended September 30, 2024 was $10.5 billion, a decrease of $1.8 billion, or 14%, compared to the three months ended September 30, 2023, attributable to decreased revenue of $832.0 million, $765.2 million, and $157.3 million in our land, aviation, and marine segments, respectively, as discussed further below.

Gross Profit. Our gross profit for the three months ended September 30, 2024 was $268.1 million, a decrease of $13.3 million, or 5%, compared to the three months ended September 30, 2023, attributable to decreased gross profit of $19.3 million in our land segment, partially offset by increased gross profit of $3.4 million and $2.6 million in our aviation and marine segments, respectively, as discussed further below.

Operating Expenses. Total operating expenses for the three months ended September 30, 2024 were $195.8 million, a decrease of $12.3 million, or 6%, compared to the three months ended September 30, 2023. The decrease in operating expenses was primarily driven by lower general and administrative expenses and lower compensation costs associated with the Avinode sale during the second quarter of 2024, as discussed in Note 3. Acquisitions and Divestitures, and lower incentive compensation costs principally in our land segment.

Non-Operating Income (Expense), net. For the three months ended September 30, 2024, we had net non-operating expense of $22.6 million compared to net non-operating expense of $26.9 million for the three months ended September 30, 2023. The decrease in non-operating expense of $4.3 million during the three months ended September 30, 2024 was primarily attributable to lower interest expense driven by a decrease in our average interest rates and daily borrowings, as well as fees associated with sales of accounts receivable under our RPAs, partially offset by foreign currency exchange losses.

Income Taxes. For the three months ended September 30, 2024, we recognized an income tax expense of $14.6 million, compared to income tax expense of $10.8 million for the three months ended September 30, 2023. The increase of $3.8 million was primarily attributable to higher net discrete tax expense, including $2.1 million related to the Avinode sale, as well as changes in the mix of our worldwide earnings. See Note 12. Income Taxes for additional information.

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 Three Months Ended September 30,
	2024		2023		Change
Revenue	$	5,218.4	$	5,983.5	$	(765.2)

Gross profit	$	129.0	$	125.6	$	3.4
Operating expenses	60.3		67.0		(6.7)
Income (loss) from operations	$	68.7	$	58.6	$	10.1

Operational metrics:
Aviation segment volumes (gallons)	1,904.6		1,920.4		(15.8)
Aviation segment average price per gallon	$	2.53	$	2.91	$	(0.38)

Revenues in our aviation segment were $5.2 billion for the three months ended September 30, 2024, a decrease of $765.2 million, or 13%, compared to the three months ended September 30, 2023. The decrease in revenue was driven by lower average prices and a decrease in volume. Average jet fuel price per gallon sold decreased by 13%. Total aviation volumes decreased by 15.8 million gallons, or 1%, to 1.9 billion gallons driven primarily by a reduction in lower margin bulk fuel, partially offset by an increase in commercial passenger activity.

Aviation segment gross profit for the three months ended September 30, 2024 was $129.0 million, an increase of $3.4 million, or 3%, compared to the three months ended September 30, 2023. The increase in gross profit was primarily attributable to stronger physical inventory-related profitability in our core commercial business, partially offset by the sale of Avinode during the second quarter of 2024.

Income from operations in our aviation segment for the three months ended September 30, 2024 was $68.7 million, an increase of $10.1 million, or 17%, compared to the three months ended September 30, 2023, driven by the increase in gross profit discussed above and a decrease in operating expenses. The decrease in operating expenses was primarily attributable to lower general and administrative expenses and lower compensation costs associated with the Avinode sale, partially offset by higher incentive compensation costs.

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 Three Months Ended September 30,
	2024		2023		Change
Revenue	$	3,151.6	$	3,983.5	$	(832.0)

Gross profit	$	101.9	$	121.2	$	(19.3)
Operating expenses	86.8		89.4		(2.6)
Income (loss) from operations	$	15.2	$	31.8	$	(16.7)

Operational metrics:
Land segment volumes (gallons) (1)	1,495.6		1,546.0		(50.4)
Land segment average price per gallon	$	2.11	$	2.58	$	(0.47)

(1)Includes gallons and gallon equivalents of British Thermal Units (BTU) for our natural gas sales and Kilowatt Hours (kWh) for our power business.

Revenues in our land segment were $3.2 billion for the three months ended September 30, 2024, a decrease of $832.0 million, or 21%, compared to the three months ended September 30, 2023. The decrease in revenue was driven by lower average fuel prices and a decrease in volume. Average fuel prices decreased by 18%. Total volumes decreased by 50.4 million, or 3%, to 1.5 billion gallons or gallon equivalents, primarily attributable to our liquid fuel business in North America, partially offset by increased activity in our natural gas and power businesses.

Land segment gross profit for the three months ended September 30, 2024 was $101.9 million, a decrease of $19.3 million, or 16%, compared to the three months ended September 30, 2023. The decrease in gross profit was primarily driven by continued unfavorable market conditions principally in Brazil and our North America fuel business.

Income from operations in our land segment for the three months ended September 30, 2024 was $15.2 million, a decrease of $16.7 million, or 52%, compared to the three months ended September 30, 2023. The decrease in gross profit discussed above was partially offset by a decrease in operating expenses principally related to lower incentive compensation costs, partially offset by asset impairment charges recognized during the three months ended September 30, 2024.

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):


	For the Three Months Ended September 30,
	2024		2023		Change
Revenue	$	2,121.0	$	2,278.2	$	(157.3)

Gross profit	$	37.2	$	34.6	$	2.6
Operating expenses	22.2		22.2		—
Income (loss) from operations	$	14.9	$	12.4	$	2.6

Operational metrics:
Marine segment volumes (metric tons)	4.0		4.1		(0.1)
Marine segment average price per metric ton	$	536.83	$	562.18	$	(25.35)

Revenues in our marine segment were $2.1 billion for the three months ended September 30, 2024, a decrease of $157.3 million, or 7%, compared to the three months ended September 30, 2023. The decrease in revenue was driven by a lower average prices and a decrease in volume. The average price per metric ton of bunker fuel sold decreased by 5%. Total volumes decreased by 0.1 million metric tons, or 3%, to 4.0 million primarily due to reduced demand in our resale businesses.

Marine segment gross profit for the three months ended September 30, 2024 was $37.2 million, an increase of $2.6 million, or 7%, principally due to a higher profit contribution from our resale businesses.

Income from operations in our marine segment for the three months ended September 30, 2024 was $14.9 million, an increase of $2.6 million, or 21%, compared to the three months ended September 30, 2023, primarily due to the increase in gross profit discussed above.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Consolidated Results of Operations

The following provides a summary of our consolidated results of operations for the periods indicated (in millions, except per share amounts):


	For the Nine Months Ended September 30,
	2024		2023
Revenue	$	32,407.5	$	35,707.6
Cost of revenue	31,640.0		34,881.8
Gross profit	767.5		825.8
Operating expenses:
Compensation and employee benefits	357.7		376.3
General and administrative	219.7		235.9
Asset impairments	3.6		0.3
Restructuring charges	5.7		—
Total operating expenses	586.7		612.5
Income (loss) from operations	180.7		213.3
Non-operating income (expenses), net:
Interest expense and other financing costs, net	(80.4)		(95.4)
Other income (expense), net	96.4		(4.7)
Total non-operating income (expense), net	16.0		(100.0)
Income (loss) before income taxes	196.7		113.3
Provision for income taxes	27.6		24.8
Net income (loss) including noncontrolling interest	169.1		88.5
Net income (loss) attributable to noncontrolling interest	(0.1)		0.9
Net income (loss) attributable to World Kinect	$	169.2	$	87.7

Basic earnings (loss) per common share	$	2.84	$	1.42

Diluted earnings (loss) per common share	$	2.82	$	1.41

Revenue. Our consolidated revenue for the nine months ended September 30, 2024 was $32.4 billion, a decrease of $3.3 billion, or 9%, compared to the nine months ended September 30, 2023, attributable to decreased revenue of $1.7 billion and $1.7 billion in our aviation and land segments, respectively, partially offset by increased revenue of $25.8 million in our marine segment, as discussed further below.

Gross Profit. Our gross profit for the nine months ended September 30, 2024 was $767.5 million, a decrease of $58.4 million, or 7%, compared to the nine months ended September 30, 2023, attributable to decreased gross profit of $62.8 million and $6.4 million in our land and marine segments, respectively, partially offset by increased gross profit of $10.8 million in our aviation segment, as discussed further below.

Operating Expenses. Total operating expenses for the nine months ended September 30, 2024 were $586.7 million, a decrease of $25.8 million compared to the nine months ended September 30, 2023. The decrease in operating expenses was primarily driven by lower general and administrative expenses due to our continued focus on driving operating efficiencies and lower incentive compensation costs principally in our land segment. In addition, operating expenses decreased as a result of the Avinode sale during the second quarter of 2024, as discussed in Note 3. Acquisitions and Divestitures. These decreases were partially offset by $5.7 million of restructuring and exit activity charges recognized during the nine months ended September 30, 2024 as discussed under "Restructuring and Exit Activities" above as well as a $3.3 million increase in asset impairment charges compared to the prior year.

Non-Operating Income (Expense), net. For the nine months ended September 30, 2024, we had net non-operating income of $16.0 million compared to net non-operating expense of $100.0 million the nine months ended September 30, 2023. The increase in non-operating income of $116.0 million during the nine months ended September 30, 2024 was primarily attributable to the $96.0 million gain recognized on the Avinode sale, as discussed in Note 3. Acquisitions and Divestitures. In addition, interest expense decreased by $13.3 million, driven by a decrease in our average interest rates and daily borrowings, as well as fees associated with sales of accounts

receivable under our RPAs. During the nine months ended September 30, 2024, we also experienced lower foreign exchange losses when compared to the nine months ended September 30, 2023.

Income Taxes. For the nine months ended September 30, 2024, we recognized income tax expense of $27.6 million, compared to $24.8 million for the nine months ended September 30, 2023. The increase of $2.8 million was primarily attributable to higher net discrete tax expense, including $11.2 million related to the Avinode sale, partially offset by lower taxes resulting from the mix of our worldwide earnings. See Note 12. Income Taxes for additional information.

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 Nine Months Ended September 30,
	2024		2023		Change
Revenue	$	15,731.3	$	17,400.8	$	(1,669.5)

Gross profit	$	365.2	$	354.4	$	10.8
Operating expenses	184.5		203.7		(19.1)
Income (loss) from operations	$	180.6	$	150.7	$	29.9

Operational metrics:
Aviation segment volumes (gallons)	5,402.7		5,544.1		(141.4)
Aviation segment average price per gallon	$	2.70	$	2.93	$	(0.23)

Revenues in our aviation segment were $15.7 billion for the nine months ended September 30, 2024, a decrease of $1.7 billion, or 10%, compared to the nine months ended September 30, 2023. The decrease in revenue was driven by lower average prices and a decrease in volume. Average jet fuel price per gallon sold decreased by 8%. Total aviation volumes decreased by 141.4 million gallons, or 3%, to 5.4 billion gallons, driven primarily by a reduction in lower margin bulk fuel, partially offset by an increase in commercial passenger activity.

Our aviation segment gross profit for the nine months ended September 30, 2024 was $365.2 million, an increase of $10.8 million, or 3%, compared to the nine months ended September 30, 2023. The increase in gross profit during the nine months ended September 30, 2024 as compared to the prior year was primarily attributable to stronger physical inventory-related profitability in our core commercial business and continued focus to improve returns during the nine months ended September 30, 2024, partially offset by the Avinode sale, which closed during the second quarter of 2024 as discussed in Note 3. Acquisitions and Divestitures.

Income from operations in our aviation segment for the nine months ended September 30, 2024 was $180.6 million, an increase of $29.9 million compared to the nine months ended September 30, 2023. In addition to the increase in gross profit discussed above, operating expenses decreased by $19.1 million primarily attributable to lower general and administrative expenses and compensation costs associated with the Avinode sale, lower general and administrative expenses resulting from our focus on driving operating efficiencies, and a decrease in our provision for credit losses.

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 Nine Months Ended September 30,
	2024		2023		Change
Revenue	$	9,860.6	$	11,517.1	$	(1,656.5)

Gross profit	$	280.1	$	342.8	$	(62.8)
Operating expenses	250.7		260.2		(9.5)
Income (loss) from operations	$	29.4	$	82.6	$	(53.3)

Operational metrics:
Land segment volumes (gallons) (1)	4,542.9		4,618.3		(75.3)
Land segment average price per gallon	$	2.17	$	2.49	$	(0.32)

(1)Includes gallons and gallon equivalents of British Thermal Units (BTU) for our natural gas sales and Kilowatt Hours (kWh) for our power business.

Revenues in our land segment were $9.9 billion for the nine months ended September 30, 2024, a decrease of $1.7 billion, or 14%, compared to the nine months ended September 30, 2023. The decrease in revenue was driven by lower average fuel prices and a decrease in volumes. Average fuel prices decreased by 13%. Total volumes decreased by 75.3 million, or 2%, to 4.5 billion gallons or gallon equivalents, primarily attributable to our liquid fuel business in North America, partially offset by increased activity in our natural gas and power businesses.

Our land segment gross profit for the nine months ended September 30, 2024 was $280.1 million, a decrease of $62.8 million, or 18%, compared to the nine months ended September 30, 2023. The decrease in gross profit was primarily driven by highly unfavorable market conditions in North America and Brazil, lower profit contribution from our natural gas and power businesses as a result of lower market volatility, as well as our U.K. fuel business, which was impacted by unfavorable weather conditions.

Income from operations in our land segment for the nine months ended September 30, 2024 was $29.4 million, a decrease of $53.3 million, or 64%, compared to the nine months ended September 30, 2023. The decrease in gross profit discussed above was partially offset by a decrease in operating expenses principally related to lower incentive compensation costs and a reduction in general and administrative expenses attributable to our continued focus on driving operating efficiencies, partially offset by an increase in our provision for credit losses and asset impairment charges compared to the prior year as well as $1.8 million of restructuring charges recognized during the nine months ended September 30, 2024.

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):


	For the Nine Months Ended September 30,
	2024		2023		Change
Revenue	$	6,815.6	$	6,789.8	$	25.8

Gross profit	$	122.2	$	128.6	$	(6.4)
Operating expenses	70.1		65.7		4.4
Income (loss) from operations	$	52.1	$	63.0	$	(10.9)

Operational metrics:
Marine segment volumes (metric tons)	12.4		12.5		(0.1)
Marine segment average price per metric ton	$	547.80	$	541.38	$	6.42

Revenues in our marine segment were $6.8 billion for the nine months ended September 30, 2024, an increase of $25.8 million, relatively flat compared to the nine months ended September 30, 2023. The increase in revenue was driven by a higher average prices, partially offset by a decrease in volume. The average price per metric ton of bunker fuel sold increased by 1%. Total volumes decreased by 0.1 million metric tons, or 1%, to 12.4 million.

Our marine segment gross profit for the nine months ended September 30, 2024 was $122.2 million, a decrease of $6.4 million, or 5%, principally due to reduced market volatility, partially offset by higher profit contribution from our resale businesses, when compared with the nine months ended September 30, 2023.

Income from operations in our marine segment for the nine months ended September 30, 2024 was $52.1 million, a decrease of $10.9 million, or 17%, compared to the nine months ended September 30, 2023, primarily due to the decrease in gross profit discussed above, as well as restructuring and exit activity charges recognized during the nine months ended September 30, 2024.

Liquidity and Capital Resources

Liquidity to fund working capital, as well as make strategic investments to further our growth strategy, is a significant priority for us. Our views concerning liquidity are based on currently available information and if circumstances change significantly, the future availability of trade credit or other sources of financing may be reduced, and our liquidity would be adversely affected accordingly.

Sources of Liquidity and Factors Impacting Our Liquidity

Our liquidity, consisting principally of cash and availability under our Credit Facility, fluctuates based on a number of factors, including the timing of receipts from our customers and payments to our suppliers, changes in fuel prices, as well as our financial performance.

Based on the information currently available, we believe that our cash and cash equivalents as of September 30, 2024 and available funds from our Credit Facility, as described below, together with cash flows generated by operations, are sufficient to fund our working capital and capital expenditure requirements for at least the next twelve months.

Convertible Notes. 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. 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 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. Upon conversion, the Convertible Notes will be settled in cash up to the aggregate principal amount of the Convertible Notes to be converted, and in cash, shares of common stock or any combination thereof, at our option, in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount.

Credit Agreement. The Fourth Amended and Restated Credit Agreement (as amended, the "Credit Agreement"), matures in April 2027 and provides for a term loan as well as a revolving credit facility of $1.5 billion (the "Credit Facility"). Our availability under the Credit Facility is limited by, among other things, our consolidated total leverage ratio, which is defined in the Credit Agreement and is based, in part, on our consolidated earnings before interest, taxes, depreciation and amortization, and share-based compensation, with such adjustments as specified therein, for the four immediately preceding fiscal quarters. The Credit Agreement generally limits the total amount of indebtedness we may incur to a consolidated total leverage ratio of not more than 4.75 to 1.

As a result of the foregoing, as well as other covenants and restrictions contained in our Credit Agreement, our availability under the Credit Facility may fluctuate from period to period. In addition, our failure to comply with the covenants contained in our Credit Agreement could result in an event of default. An event of default, if not cured or waived, would permit acceleration of any outstanding indebtedness under the Credit Facility and our term loan, trigger cross-defaults under certain other agreements to which we are a party, and impair our ability to 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. See Note 7. Debt, Interest Income, Expense, and Other Finance Costs for additional information.

Receivables Purchase Agreements. We also have accounts receivable programs under RPAs that allow us to sell a specified amount of qualifying accounts receivable and receive cash consideration equal to the total balance, less an associated fee, which varies based on the outstanding accounts receivable at any given time. The RPAs provide the constituent banks with the ability to add or remove customers from these programs in their discretion based on, among other things, the level of risk exposure the bank is willing to accept with respect to any particular customer. The fees the banks charge us to purchase the receivables from these customers can also be impacted for these reasons. See Note 2. Accounts Receivable 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. There were no material changes in our expected future uses of liquidity from December 31, 2023 to September 30, 2024. For a discussion of these matters, refer to "Liquidity and Capital Resources" under Part II, Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations of our 2023 10-K Report.

Cash Flows

The following table reflects the major categories of cash flows for the nine months ended September 30, 2024 and 2023 (in millions). For additional details, please see the unaudited Condensed Consolidated Statements of Cash Flows in this Quarterly Report on Form 10-Q.


	For the Nine Months Ended September 30,
	2024		2023
Net cash provided by (used in) operating activities	$	139.6	$	266.8
Net cash provided by (used in) investing activities	98.9		(77.4)
Net cash provided by (used in) financing activities	(162.6)		(140.4)

Operating Activities. For the nine months ended September 30, 2024, net cash provided by operating activities was $139.6 million, compared to $266.8 million net cash provided during the nine months ended September 30, 2023. The $127.2 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. These decreases were driven by relatively stable average fuel prices during the nine months ended September 30, 2024 compared to the declining price environment experienced during the nine months ended September 30, 2023, when cash provided by operations also benefited from the rationalization of lower-return businesses within our aviation segment. 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 income taxes.

Investing Activities. For the nine months ended September 30, 2024, net cash provided by investing activities was $98.9 million, compared to net cash used of $77.4 million during the nine months ended September 30, 2023. The net cash provided by investing activities for the nine months ended September 30, 2024 was primarily driven by net proceeds of $200.1 million from the Avinode sale, as discussed in Note 3. Acquisitions and Divestitures, partially offset by capital expenditures of $50.3 million and the issuance of notes receivable of $47.9 million. Net cash used in investing activities for the nine months ended September 30, 2023 was principally driven by capital expenditures of $67.9 million.

Financing Activities. For the nine months ended September 30, 2024, net cash used in financing activities was $162.6 million compared to net cash used of $140.4 million for the nine months ended September 30, 2023. The net cash used in financing activities for the nine months ended September 30, 2024 was primarily attributable to repurchases of common stock of $57.4 million, payments of deferred consideration related to prior acquisitions of $51.3 million, dividend payments of $28.6 million, and net repayments under our Credit Facility of $15.6 million. Net cash used in financing activities for the nine months ended September 30, 2023 was primarily attributable to net borrowings of $38.7 million, driven by proceeds of $350.0 million from the issuance of the Convertible Notes and proceeds of $40.3 million from secured borrowings associated with the transfer of transaction taxes, as discussed in Note 7. Debt, Interest Income, Expense, and Other Finance Costs, partially offset by $345.3 million of net repayments under our Credit Facility. In connection with the issuance of the Convertible Notes, we paid $70.5 million for the purchase of the convertible note hedges and $11.9 million for debt issuance costs, and received $40.0 million from the sale of warrants. In addition, net cash used in financing activities includes payments of deferred consideration related to prior acquisitions of $62.9 million, repurchases of common stock of $50.0 million, and dividend payments of $25.7 million.

Critical Accounting Estimates

The unaudited Condensed Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America. The significant accounting policies used are disclosed in Item 15 – Financial Statement Schedules, Note 1. Basis of Presentation, New Accounting Standards and Significant Accounting Policies to the Consolidated Financial Statements in our 2023 10-K Report.

We make estimates and assumptions that affect the reported amounts on our unaudited Condensed Consolidated Financial Statements and accompanying Notes as of the date of the unaudited Condensed Consolidated Financial Statements. There have been no material changes to the Critical Accounting Estimates disclosed in our 2023 10-K Report.

Impairment Assessments of Goodwill, Long-Lived Assets, and Equity Investments

We assess accounting estimates that require consideration of forecasted financial information. Significant judgment is involved in performing these estimates. As of September 30, 2024, we have no reporting units considered at risk and the carrying value of our long-lived assets and equity investments were recoverable. A reporting unit is considered at risk when its fair value does not exceed its carrying amount by more than 10%. While our land reporting unit is not currently considered at risk, as a result of the performance during the current year combined with updated projections, we noted that the excess of the fair value over the carrying amount has decreased since December 31, 2023.

The assumptions used in these assessments, particularly the expected growth rates, the profitability embedded in the projected cash flows provided by our legacy and newly acquired businesses, the discount rate and the market-based multiples, are defined based on available information as of the testing date considering current market volatility and geopolitical risks. When testing goodwill at our reporting units, we also consider the volatility in the Company's market capitalization and evaluate the potential impact that this volatility may have on the estimated fair value of our reporting units. As of September 30, 2024 the goodwill balances in our land and aviation reporting units were $844.7 million and $337.0 million, respectively.

When our results or the results of our equity investments differ significantly from projections and the expectation is that future results would also be impacted, the carrying value of our goodwill, long-lived assets and equity investments could be at risk or could result in an impairment.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to our exposures to commodity price, interest rate, or foreign currency risk since December 31, 2023. Please refer to our 2023 10-K Report for a complete discussion of our exposure to these risks.

For information about our derivative instruments at their respective fair value positions as of September 30, 2024, see Note 5. Derivative Instruments.

Item 4. Controls and Procedures

Management's Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer ("CEO") and our Chief Financial Officer ("CFO"), as appropriate, to allow timely decisions regarding required financial disclosure.

As of the end of the period covered by this 10-Q Report, we evaluated, under the supervision and with the participation of our CEO and CFO, the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e). Based upon this evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of September 30, 2024.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the three months ended September 30, 2024.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there is only the reasonable assurance that our controls will succeed in achieving their goals under all potential future conditions.

Part II — Other Information

Item 1. 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 Note 12. Income Taxes and Note 9. Commitments and Contingencies within this 10-Q Report as well as Notes 10. Income Taxes and 11. Commitments and Contingencies within Part IV. Item 15 – Notes to the Consolidated Financial Statements in our 2023 10-K Report for additional details regarding certain tax matters.

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.

In addition, Item 103 of Regulation S-K promulgated by the SEC requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions, unless we reasonably believe that the matter will result in no monetary sanctions, or in monetary sanctions, exclusive of interest and costs, of less than a specified threshold. We 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. 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 9. Commitments and Contingencies for additional information.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

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)
7/1/2024 - 7/31/2024	34	$	25.99	34	$	106,986
8/1/2024 - 8/31/2024	487	27.28		487	93,687
9/1/2024 - 9/30/2024	480	29.33		480	279,601
Total	1,001	$	28.22	1,001	$	279,601

(1) The average price paid per share excludes the impact of the 1% Federal excise tax owed pursuant to the Inflation Reduction Act.

(2) In March 2020, the Board approved a stock repurchase program authorizing $200.0 million in common stock repurchases. In September 2024, the Board approved an additional stock repurchase program authorizing $200.0 million in common stock repurchases. 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 September 30, 2024, approximately $279.6 million remains available under our repurchase authorizations. The timing and amount of our repurchases will depend on market conditions, share price, securities law and other legal requirements and factors.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the three months ended September 30, 2024, none of our officers (as defined in Rule 16a-1(f) of the Exchange Act) or directors adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

The exhibits set forth in the following index of exhibits are filed as part of this 10-Q Report:


Exhibit No.						Description

31.1						Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d — 14(a)

31.2						Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d — 14(a)

32.1						Certification of Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

101						The following materials from World Kinect Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in XBRL (Extensible Business Reporting Language); (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income and Comprehensive Income, (iii) Condensed Consolidated Statements of Shareholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to the Condensed Consolidated Financial Statements.

104						Cover page interactive file (formatted in Inline XBRL and contained in Exhibit 101)

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



Date: October 25, 2024			World Kinect Corporation


			/s/ Michael J. Kasbar
			Michael J. Kasbar
			Chairman, President and Chief Executive Officer


			/s/ Ira M. Birns
			Ira M. Birns
			Executive Vice President and Chief Financial Officer

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World Kinect (WKC) 10-Q2024 Q3 Quarterly report

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