SEC Filing - World Kinect Corporation

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2011

o 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 1-9533

WORLD FUEL SERVICES CORPORATION

(Exact name of registrant as specified in its charter)

Florida		59-2459427
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

9800 N.W. 41st Street, Suite 400
Miami, Florida		33178
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, including area code: (305) 428-8000

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 x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No o

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

Large accelerated filer x	Accelerated filer	o

Non-accelerated filer o	Smaller reporting company	o

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

The registrant had a total of 71,135,000 shares of common stock, par value $0.01 per share, issued and outstanding as of July 27, 2011.

Table of Contents

Part I.	Financial Information
	General		1

	Item 1.	Financial Statements (Unaudited)
		Consolidated Balance Sheets as of June 30, 2011 and December 31, 2010	2
		Consolidated Statements of Income for the Three and Six Months ended June 30, 2011 and 2010	3
		Consolidated Statements of Shareholders’ Equity and Comprehensive Income for the Six Months ended June 30, 2011 and 2010	4
		Consolidated Statements of Cash Flows for the Six Months ended June 30, 2011 and 2010	5
		Notes to the Consolidated Financial Statements	7

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30

	Item 4.	Controls and Procedures	33

Part II.	Other Information

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

	Item 5.	Other Information	33

	Item 6.	Exhibits	35

Signatures

Part I – Financial Information

General

The following unaudited consolidated financial statements and notes thereto of World Fuel Services Corporation and its subsidiaries have been prepared in accordance with the instructions to Quarterly Reports on Form 10-Q and, therefore, omit or condense certain footnotes and other information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States. In the opinion of management, all adjustments necessary for a fair presentation of the financial information, which are of a normal and recurring nature, have been made for the interim periods reported. Results of operations for the three and six months ended June 30, 2011 are not necessarily indicative of the results for the entire fiscal year. The unaudited consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 (“10-Q Report”) should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (“2010 10-K Report). World Fuel Services Corporation (“World Fuel” or the “Company”) and its subsidiaries are collectively referred to in this 10-Q Report as “we,” “our” and “us.”

Item 1. Financial Statements

World Fuel Services Corporation and Subsidiaries

Consolidated Balance Sheets

(Unaudited - In thousands, except per share data)

	As of
	June 30,		December 31,
	2011		2010
Assets:
Current assets:
Cash and cash equivalents	$	149,735	$	272,893
Accounts receivable, net	1,982,962		1,386,700
Inventories	429,206		211,526
Prepaid expenses	80,125		96,461
Transaction taxes receivable	82,337		55,125
Short-term derivative assets, net	21,750		7,686
Other current assets	47,817		37,476
Total current assets	2,793,932		2,067,867

Property and equipment, net	84,651		64,106
Goodwill	330,210		287,434
Identifiable intangible assets, net	123,472		117,726
Non-current other assets	29,793		29,317
Total assets	$	3,362,058	$	2,566,450

Liabilities:
Current liabilities:
Short-term debt	$	15,787	$	17,076
Accounts payable	1,646,847		1,131,228
Customer deposits	54,313		65,480
Transaction taxes payable	80,104		59,910
Short-term derivative liabilities, net	19,280		8,591
Accrued expenses and other current liabilities	64,424		76,199
Total current liabilities	1,880,755		1,358,484

Long-term debt	167,020		24,566
Non-current income tax liabilities, net	48,948		45,328
Other long-term liabilities	11,038		11,508
Total liabilities	2,107,761		1,439,886

Commitments and contingencies
Equity:
World Fuel shareholders’ equity:
Preferred stock, $1.00 par value; 100 shares authorized, none issued	—		—
Common stock, $0.01 par value; 100,000 shares authorized, 71,135 and 69,602 issued and outstanding at June 30, 2011 and December 31, 2010, respectively	711		696
Capital in excess of par value	497,851		468,963
Retained earnings	738,811		652,796
Accumulated other comprehensive income	5,894		4,753
Total World Fuel shareholders’ equity	1,243,267		1,127,208
Noncontrolling interest equity (deficit)	11,030		(644		)
Total equity	1,254,297		1,126,564
Total liabilities and equity	$	3,362,058	$	2,566,450

The accompanying notes are an integral part of these unaudited consolidated financial statements.

World Fuel Services Corporation and Subsidiaries

Consolidated Statements of Income

(Unaudited - In thousands, except per share data)

	For the Three Months ended						For the Six Months ended
	June 30,						June 30,
	2011			2010			2011			2010

Revenue	$	8,708,709		$	4,397,275		$	15,788,115		$	8,315,296
Cost of revenue	8,543,607			4,289,706			15,486,245			8,108,909
Gross profit	165,102			107,569			301,870			206,387
Operating expenses:
Compensation and employee benefits	54,877			38,900			101,946			73,701
Provision for bad debt	3,531			1,696			4,327			2,065
General and administrative	40,591			21,909			73,969			43,432
Total operating expenses	98,999			62,505			180,242			119,198
Income from operations	66,103			45,064			121,628			87,189
Non-operating expense, net:
Interest expense and other financing costs, net	(4,298		)	(841		)	(6,823		)	(1,481		)
Other (expense) income, net	(83		)	593			(1,011		)	629
	(4,381		)	(248		)	(7,834		)	(852		)
Income before income taxes	61,722			44,816			113,794			86,337
Provision for income taxes	11,049			7,765			21,464			15,446
Net income including noncontrolling interest	50,673			37,051			92,330			70,891
Less: net income attributable to noncontrolling interest	470			74			1,018			211
Net income attributable to World Fuel	$	50,203		$	36,977		$	91,312		$	70,680

Basic earnings per common share	$	0.71		$	0.62		$	1.30		$	1.19

Basic weighted average common shares	70,856			59,418			70,400			59,371

Diluted earnings per common share	$	0.70		$	0.61		$	1.28		$	1.17

Diluted weighted average common shares	71,558			60,685			71,299			60,646

The accompanying notes are an integral part of these unaudited consolidated financial statements.

World Fuel Services Corporation

Consolidated Statements of Shareholders’ Equity and Comprehensive Income

(Unaudited - In thousands)


												Accumulated					Noncontrolling
						Capital in						Other		World Fuel			Interest
	Common Stock					Excess of			Retained			Comprehensive		Shareholders’			(Deficit)			Total
	Shares		Amount			Par Value			Earnings			Income		Equity			Equity			Equity

Balance at December 31, 2010	69,602		$	696		$	468,963		$	652,796		$	4,753	$	1,127,208		$	(644	)	$	1,126,564
Comprehensive income:
Net income	—		—			—			91,312			—		91,312			1,018			92,330
Foreign currency translation adjustment	—		—			—			—			1,141		1,141			—			1,141
Comprehensive income														92,453			1,018			93,471
Initial noncontrolling interest upon consolidation of joint venture	—		—			—			—			—		—			614			614
Capital contribution for joint ventures	—		—			—			—			—		—			10,042			10,042
Cash dividends declared	—		—			—			(5,297		)	—		(5,297		)	—			(5,297		)
Amortization of share-based payment awards	—		—			4,801			—			—		4,801			—			4,801
Issuance of shares related to share-based payment awards including income tax benefit of $3,810	920		9			5,250			—			—		5,259			—			5,259
Issuance of shares related to acquisition	691		7			27,491			—			—		27,498			—			27,498
Purchases of stock tendered by employees to satisfy the required withholding taxes related to share-based payment awards	(78	)	(1		)	(8,654		)	—			—		(8,655		)	—			(8,655		)
Balance at June 30, 2011	71,135		$	711		$	497,851		$	738,811		$	5,894	$	1,243,267		$	11,030		$	1,254,297


												Accumulated			Total
						Capital in						Other			World Fuel			Noncontrolling
	Common Stock					Excess of			Retained			Comprehensive			Shareholders’			Interest		Total
	Shares		Amount			Par Value			Earnings			Income			Equity			Equity		Equity

Balance at December 31, 2009	59,385		$	594		$	213,414		$	515,218		$	3,795		$	733,021		$	228	$	733,249
Comprehensive income:
Net income	—		—			—			70,680			—			70,680			211		70,891
Foreign currency translation adjustment	—		—			—			—			(1,115		)	(1,115		)	—		(1,115		)
Comprehensive income															69,565			211		69,776
Cash dividends declared	—		—			—			(4,457		)	—			(4,457		)	—		(4,457		)
Amortization of share-based payment awards	—		—			3,717			—			—			3,717			—		3,717
Issuance of shares related to share-based payment awards	184		2			208			—			—			210			—		210
Purchases of stock tendered by employees to satisfy the required withholding taxes related to payment awards share-based	(55	)	(1		)	(1,517		)	—			—			(1,518		)	—		(1,518		)
Balance at June 30, 2010	59,514		$	595		$	215,822		$	581,441		$	2,680		$	800,538		$	439	$	800,977

The accompanying notes are an integral part of these unaudited consolidated financial statements.

World Fuel Services Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited - In thousands)

	For the Six Months ended June 30,
	2011			2010
Cash flows from operating activities:
Net income including noncontrolling interest	$	92,330		$	70,891
Adjustments to reconcile net income including noncontrolling interest to net cash (used in) provided by operating activities:
Depreciation and amortization	18,740			8,624
Provision for bad debt	4,327			2,065
Gain on short-term investments	—			(1,900		)
Deferred income tax provision (benefit)	6,564			(1,272		)
Share-based payment award compensation costs	5,658			3,717
Foreign currency (gains) losses, net	(411		)	428
Other	893			(96		)
Changes in assets and liabilities, net of acquisitions:
Accounts receivable, net	(535,628		)	(163,387		)
Inventories	(180,534		)	(13,959		)
Prepaid expenses	29,252			(7,075		)
Transaction taxes receivable	(25,422		)	(3,028		)
Other current assets	(15,118		)	(6,776		)
Short-term derivative assets, net	(13,968		)	1,682
Non-current other assets	(1,415		)	(1,606		)
Accounts payable	477,888			142,955
Customer deposits	(14,779		)	(11,457		)
Transaction taxes payable	20,783			2,532
Short-term derivative liabilities, net	10,567			1,837
Accrued expenses and other current liabilities	(18,315		)	(1,721		)
Non-current income tax and other long-term liabilities	889			1,318
Total adjustments	(230,029		)	(47,119		)
Net cash (used in) provided by operating activities	(137,699		)	23,772
Cash flows from investing activities:
Capital expenditures	(7,394		)	(4,153		)
Issuance of short term note receivable	(8,148		)	—
Repayment of short term note receivable	8,148			—
Acquisition of businesses, net of cash acquired	(106,013		)	(8,315		)
Net cash used in investing activities	(113,407		)	(12,468		)
Cash flows from financing activities:
Dividends paid on common stock	(5,294		)	(4,457		)
Payment of assumed employee benefits	(5,421		)	—
Borrowings under revolving credit facility	2,416,000			—
Repayments under revolving credit facility	(2,278,000		)	—
Capital contribution for joint venture	10,000			—
Repayments of debt other than senior revolving credit facility	(6,123		)	(5,521		)
Proceeds from exercise of stock options	—			85
Federal and state tax benefits resulting from tax deductions in excess of the compensation cost recognized for share-based payment awards	3,810			—
Purchases of stock tendered by employees to satisfy the required withholding taxes related to share-based payment awards	(8,654		)	(1,518		)
Net cash provided by (used in) financing activities	126,318			(11,411		)
Effect of exchange rate changes on cash and cash equivalents	1,630			(1,350		)
Net decrease in cash and cash equivalents	(123,158		)	(1,457		)
Cash and cash equivalents, at beginning of period	272,893			298,843
Cash and cash equivalents, at end of period	$	149,735		$	297,386

Supplemental Schedule of Noncash Investing and Financing Activities:

Cash dividends declared of $0.0375 per share for the three months ended June 30, 2011 and 2010, but not yet paid, totaled $2.7 million and $2.2 million, respectively at June 30, 2011 and 2010 and were paid in July 2011 and 2010.

As of June 30, 2011, we had accrued capital expenditures totaling $2.2 million, which was recorded in accrued expenses and other current liabilities.

In connection with our March 2011 and April 2011acquisitions, we issued $27.5 million of common stock and a promissory note of $7.5 million, respectively.

In January 2011, upon the consolidation of a joint venture that was previously accounted for as an equity investment, we recorded an initial noncontrolling interest of $0.8 million relating to its net assets.

In connection with our January 2010 acquisition, we extinguished certain receivables totaling $6.4 million, of which $3.3 million was related to receivables attributable to a 2009 funding arrangement with a service provider.

During the six months ended June 30, 2011, we granted equity awards to certain employees, of which $1.5 million was previously recorded in accrued expenses and other current liabilities.

In connection with our acquisitions for the periods presented, the following table presents the assets acquired, net of cash and liabilities assumed:

	For the Six Months ended June 30,
	2011		2010
Assets aquired, net of cash	$	188,959	$	16,357
Liabilites assumed	$	47,967	$	1,641

The accompanying notes are an integral part of these unaudited consolidated financial statements.

World Fuel Services Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

(Unaudited)

1. Acquisitions and Significant Accounting Policies

Acquisitions

2011 Acquisitions

During the three months ended June 30, 2011, we completed two acquisitions for an estimated purchase price of $48.9 million. We acquired all of the outstanding stock of Ascent Aviation Group, Inc. (“Ascent”) based in Parish, New York on April 1, 2011. Ascent supplies branded aviation fuel and de-icing fluid to more than 450 airports and fixed base operators throughout North America. The other acquisition was immaterial. The financial position, results of operations and cash flows of these acquisitions have been included in our consolidated financial statements since their respective acquisition dates. The revenues and net income of the acquisitions did not have a significant impact to our results for the three and six months ended June 30, 2011. The estimated purchase price for these acquisitions consisted of $37.9 million in cash, $7.5 million in the form of a promissory note and $3.5 million in amounts due to sellers and has been preliminarily allocated to the assets acquired and liabilities assumed based on their estimated fair value at their respective acquisition dates as follows: fixed assets of $18.2 million, identifiable intangible assets of $8.0 million, goodwill of $19.1 million and working capital of $3.6 million, including cash of $2.1 million. The identifiable intangible assets acquired primarily consist of customer relationships and will be amortized over a weighted average period of 2.5 years. At June 30, 2011, the valuation of the assets acquired and liabilities assumed have not been completed; accordingly, the allocation of the purchase price may change.

In connection with the Ascent acquisition, we paid certain assumed employee benefits which have been classified as a financing activity in the consolidated statement of cash flows due to the fact that the liability was paid on behalf of the seller subsequent to closing.

On March 1, 2011, we completed the acquisition of all of the outstanding stock of Nordic Camp Supply ApS and certain affiliates (“NCS”) based in Aalborg, Denmark. NCS is a full-service supplier of aviation fuel and related logistics solutions supporting NATO, US and other European armed forces operations in Iraq and Afghanistan. The financial position, results of operations and cash flows of NCS have been included in our consolidated financial statements since its acquisition date. The impact of NCS’ revenues and net income did not have a significant impact to our results for the three and six months ended June 30, 2011. The estimated purchase price for the NCS acquisition was $94.8 million which consisted of $67.3 million in cash and $27.5 million in shares of common stock issued to the sellers. The estimated purchase price for the NCS acquisition has been preliminarily allocated to the assets acquired and liabilities assumed based on their estimated fair value as follows: fixed assets of $1.6 million, identifiable intangible assets of $13.6 million, goodwill of $14.1 million, working capital of $68.9 million, including cash of $0.6 million and long-term deferred tax liabilities of $3.4 million. The identifiable intangible assets acquired primarily consist of customer relationships and will be amortized over a weighted average period of one year. At June 30, 2011, the valuation of the assets acquired and liabilities assumed have not been completed; accordingly, the allocation of the purchase price may change.

In connection with the 2011 acquisitions, we recorded goodwill of $30.4 million in our aviation segment and $2.8 million in our marine segment, of which $16.3 million is anticipated to be deductible for tax purposes.

Pro Forma Information

The following presents the unaudited pro forma results for the six months ended June 30, 2011 and the three and six months ended June 30, 2010 as if the 2011 acquisitions had been completed on January 1, 2010 (in thousands, except per share data):

	For the Three Months Ended		For the Six Months Ended
	June 30,		June 30,
	2010		2011		2010
	(pro forma)		(pro forma)		(pro forma)

Revenue	$	4,495,436	$	15,974,965	$	8,490,596

Net income attributable to World Fuel	$	38,189	$	98,903	$	71,441

Earnings per common share:
Basic	$	0.64	$	1.39	$	1.19
Diluted	$	0.62	$	1.37	$	1.16

2010 Acquisitions

Based on our ongoing fair value assessment of certain of our 2010 acquisitions, we recorded an increase in acquired net assets of $3.9 million with a related increase in the aggregate estimated purchase price of these acquisitions during the six months ended June 30, 2011. The increase in acquired net assets was mainly attributable to an increase in goodwill of $11.7 million and $1.5 million in our land and marine segments, respectively, a reduction of goodwill of $4.3 million in our aviation segment, a reduction in identifiable intangible assets of $3.9 million, a reduction in fixed assets of $0.5 million and an increase in long-term liabilities of $0.8 million.

There were no significant adjustments in total acquired net assets during the three months ended June 30, 2011.

2009 Acquisitions

In April 2009, we acquired all of the outstanding stock of Henty Oil Limited, Tank and Marine Engineering Limited and Henty Shipping Services Limited (collectively, “Henty”), a provider of marine and land based fuels in the United Kingdom. The Henty purchase agreement includes an Earn-out based on Henty meeting certain operating targets over the three-year period ending April 30, 2012. The maximum Earn-out that may be paid is £6.0 million ($9.6 million as of June 30, 2011) if all operating targets are achieved with a minimum Earn-out of £2.7 million ($4.3 million as of June 30, 2011). We estimate the fair value of the Earn-out at each reporting period based on our assessment of the probability of Henty achieving such operating targets over the three-year period. As of June 30, 2011, we have recorded an Earn-out liability of £3.2 million ($5.2 million). The impact of Henty’s revenues and net income did not have a significant impact to our results for the three and six months ended June 30, 2011.

Significant Accounting Policies

Except as updated below, the significant accounting policies we use for quarterly financial reporting are the same as those disclosed in Note 1 of the “Notes to the Consolidated Financial Statements” included in our 2010 10-K Report.

Basis of Presentation

The accompanying consolidated financial statements and related notes to the consolidated financial statements include our accounts and those of our majority-owned or controlled subsidiaries, after elimination of all significant intercompany accounts, transactions, and profits.

Certain amounts in prior periods have been reclassified to conform to the current period’s presentation.

Accounts Receivable Purchase Agreement

In March 2011, we entered into a Receivables Purchase Agreement to sell up to $50.0 million of certain of our accounts receivable, which was amended in June 2011 to increase the availability to $100.0 million (“RPA”). The sale price is an amount equal to either 90% or 100%, depending on the customer, of the sold accounts receivable balance less a discount margin equivalent to a floating market rate plus 2% and certain other fees, as applicable. Under the terms of the RPA, we retain a beneficial interest in certain of the sold accounts receivable of 10%, which is included in accounts receivable, net in the accompanying consolidated balance sheet.

As of June 30, 2011, we had sold accounts receivable of $60.8 million and recorded a retained beneficial interest of $3.0 million. During the three and six months ended June 30, 2011, the fees and interest paid under this facility were not significant.

Goodwill

Goodwill represents the future earnings and cash flow potential of the acquired business in excess of the fair values that are assigned to all other identifiable assets and liabilities. Goodwill arises because the purchase price paid reflects numerous factors, including the strategic fit and expected synergies these targets bring to existing operations and the prevailing market value for comparable companies. Of the increase in goodwill from December 31, 2010, $42.3 million was related to acquisitions (see Acquisitions above) and $0.5 million was a result of foreign currency translation adjustments of our Brazilian subsidiary in our marine segment.

Extinguishment of Liability

In the normal course of business, we accrue liabilities for fuel and services received for which invoices have not yet been received. These liabilities are derecognized, or extinguished, if either 1) payment is made to relieve our obligation for the liability or 2) we are legally released from our obligation for the liability, such as when our legal obligations with respect to such liabilities lapse or otherwise no longer exist. During the three and six months ended June 30, 2011, we derecognized vendor liability accruals due to the legal release of our obligations in the amount of $2.4 million and $3.2 million, as compared to $1.5 million and $4.6 million during the three and six months ended June 30, 2010, which is reflected as a reduction of cost of revenue in the accompanying consolidated statements of income.

Recent Accounting Pronouncements

Disclosure Relating to Comprehensive Income. In June 2011, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update (“ASU”) aimed at increasing the prominence of items reported in other comprehensive income in the financial statements. This update requires companies to present comprehensive income in a single statement below net income or in a separate statement of comprehensive income immediately following the income statement. This ASU becomes effective on a prospective basis at the beginning of our 2012 fiscal year. We do not believe that the adoption of this ASU will have a material impact on our consolidated financial statements and disclosures.

Fair Value Measurements. In May 2011, the FASB issued to provide a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between International Financial Reporting Standards and U.S. Generally Accepted Accounting Principals. This ASU changes some fair value measurement principles and enhances disclosure requirements related to activities in Level 3 of the fair value hierarchy. The guidance becomes effective on a prospective basis at the beginning our 2012 fiscal year. We do not believe that the adoption of this ASU will have a material impact on our consolidated financial statements and disclosures.

Transfers and Servicing: Reconsideration of Effective Control for Repurchase Agreements. In April 2011, the FASB issued an ASU that affects all entities that enter into agreements to transfer financial assets that both entitle and obligate the transferor to repurchase or redeem the financial assets before their maturity. This ASU removes from the assessment of effective control the criterion relating to the transferor’s ability to repurchase or redeem financial assets on substantially the agreed terms, even in the event of default by the transferee and also eliminates the requirement to demonstrate that the transferor possesses adequate collateral to fund substantially all the cost of purchasing replacement financial assets. This ASU is effective at the beginning of our 2012 fiscal year and is required to be applied prospectively to transactions or modifications of existing transactions that occur on or after January 1, 2012. We are currently evaluating whether the adoption of this ASU will have a material impact on our consolidated financial statements and disclosures.

Disclosure of Supplementary Pro Forma Information for Business Combinations. In January 2011, we adopted an ASU which clarifies the acquisition date that should be used for reporting pro forma financial information when comparative financial statements are presented and also expands the supplemental pro forma disclosures required. The adoption of this ASU did not have a material impact on our consolidated financial statements and disclosures.

When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts. In January 2011, we adopted an ASU which modifies the requirements of step 1 of the goodwill impairment test for reporting

units with zero or negative carrying amounts. The adoption of this ASU did not have a material impact on our consolidated financial statements and disclosures.

Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. In July 2010, the FASB issued an ASU relating to improved disclosures about the credit quality of financing receivables and the related allowance for credit losses. In December 2010, we adopted the portion of the guidance which pertains to disclosures as of the end of the reporting period. In January 2011, we adopted the portion of the guidance which pertains to the disclosures for activity that occurs during a reporting period. The adoption of this ASU did not have a material impact on our consolidated financial statements and disclosures.

2. Derivatives

We enter into financial derivative contracts in order to mitigate the risk of market price fluctuations in aviation, marine and land fuel, to offer our customers fuel pricing alternatives to meet their needs and to mitigate the risk of fluctuations in foreign currency exchange rates. We also enter into proprietary derivative transactions, primarily intended to capitalize on arbitrage opportunities related to basis or time spreads for fuel products that we sell. We have applied the normal purchase and normal sales exception (“NPNS”), as provided by accounting guidance for derivative instruments and hedging activities, to certain of our physical forward sales and purchase contracts. While these contracts are considered derivative instruments under the guidance for derivative instruments and hedging activities, they are not recorded at fair value, but rather are recorded in our consolidated financial statements when physical settlement of the contracts occurs. If it is determined that a transaction designated as NPNS no longer meets the scope of the exception, the fair value of the related contract is recorded as an asset or liability on the consolidated balance sheet and the difference between the fair value and the contract amount is immediately recognized through earnings.

The following describes our derivative classifications:

Cash Flow Hedges. Includes certain of our foreign currency forward contracts we enter into in order to mitigate the risk of currency exchange rate fluctuations.

Fair Value Hedges. Includes derivatives we enter into in order to hedge price risk associated with our inventory and certain firm commitments relating to fixed price purchase and sale contracts.

Non-designated Derivatives. Includes derivatives we primarily enter into in order to mitigate the risk of market price fluctuations in aviation, marine and land fuel in the form of swaps as well as certain fixed price purchase and sale contracts (which do not qualify for hedge accounting) to offer our customers fuel pricing alternatives to meet their needs and for proprietary trading. In addition, non-designated derivatives are also entered into to hedge the risk of currency rate fluctuations.

As of June 30, 2011, our derivative instruments, at their respective fair value positions were as follows (in thousands, except mark-to-market prices):

Hedge Strategy	Settlement Period	Derivative Instrument	Notional	Unit	Mark-to- Market Prices			Mark-to- Market Gain (Loss)

Fair Value Hedge	2011	Commodity contracts for firm commitment hedging (long)	3,435	GAL	$	(0.06	)	$	(193	)
	2011	Commodity contracts for firm commitment (short)	4,578	GAL	(0.11		)		(485	)
	2011	Commodity contracts for inventory hedging (short)	60,438	GAL	(0.01		)	(822		)
	2011	Commodity contracts for firm commitment hedging (long)	114	MT	22.32			2,545
	2011	Commodity contracts for inventory hedging (short)	75	MT	(16.97		)	(1,273		)
	2012	Commodity contracts for firm commitment hedging (long)	106	GAL	0.10			11
	2012	Commodity contracts for firm commitment hedging (long)	95	MT	30.33			2,881
								$	2,664

Non-Designated	2011	Commodity contracts (long)	68,796	GAL		0.04		2,419
	2011	Commodity contracts (short)	45,943	GAL	(0.11		)	(5,127		)
	2011	Commodity contracts (long)	1,309	MT	11.19			14,349
	2011	Commodity contracts (short)	1,037	MT	(13.58		)	(13,785		)
	2011	Foreign currency contracts (long)	696	BRL	0.01			5
	2011	Foreign currency contracts (short)	7,298	BRL	(0.01		)	(104		)
	2011	Foreign currency contracts (short)	5,700	CAD	(0.02		)	(131		)
	2011	Foreign currency contracts (long)	2,880,216	CLP	(0.00		)	(33		)
	2011	Foreign currency contracts (long)	679	EUR	0.01			8
	2011	Foreign currency contracts (short)	4,600	EUR	(0.02		)	(76		)
	2011	Foreign currency contracts (long)	3,884	GBP	(0.01		)	(25		)
	2011	Foreign currency contracts (short)	27,529	GBP	0.01			238
	2011	Foreign currency contracts (short)	584	AUD	(0.01		)	(5		)
	2011	Foreign currency contracts (long)	498	DKK	0.00			2
	2011	Foreign currency contracts (short)	4,000	DKK	(0.00		)	(10		)
	2011	Foreign currency contracts (long)	281	NOK	0.00			1
	2011	Foreign currency contracts (short)	2,700	CZK	(0.00		)	(2		)
	2011	Foreign currency contracts (short)	6,261,150	COP	(0.00		)	(15		)
	2011	Foreign currency contracts (short)	600	CHF	0.01			8
	2012	Commodity contracts (long)	5,959	GAL	0.13			773
	2012	Commodity contracts (short)	14,365	GAL	(0.04		)	(609		)
	2012	Commodity contracts (long)	347	MT	9.41			2,635
	2012	Commodity contracts (short)	261	MT	(6.72		)	(1,124		)
	2013	Commodity contracts (long)	679	GAL	0.20			139
	2013	Commodity contracts (short)	679	GAL	(0.19		)	(132		)
	2013	Commodity contracts (short)	6	MT	(21.00		)	(126		)
								$	(727	)

The following table presents information about our derivative instruments measured at fair value and their locations on the consolidated balance sheet (in thousands):

		As of
		June 30,		December 31,
	Balance Sheet Location	2011		2010
Derivative assets:
Derivatives designated as hedging instruments
Commodity contracts	Short-term derivative assets, net	$	5,348	$	439
Commodity contracts	Non-current other assets	1,085		448
Commodity contracts	Short-term derivative liabilities, net	155		—
Total hedging instrument derivatives		6,588		887
Derivatives not designated as hedging instruments
Commodity contracts	Short-term derivative assets, net	25,195		11,296
Commodity contracts	Short-term derivative liabilities, net	1,139		2,195
Commodity contracts	Non-current other assets	1,468		637
Commodity contracts	Other long-term liabilities	122		—
Foreign exchange contracts	Short-term derivative assets, net	319		369
Foreign exchange contracts	Short-term derivative liabilities, net	31		92
Total non-designated derivatives		28,274		14,589
Total derivative assets		$	34,862	$	15,476

Derivative liabilities:
Derivatives designated as hedging instruments
Commodity contracts	Short-term derivative assets, net	$	1,838	$	229
Commodity contracts	Short-term derivative liabilities, net	2,086		2,853
Total hedging instrument derivatives		3,924		3,082
Derivatives not designated as hedging instruments
Commodity contracts	Short-term derivative assets, net	7,203		4,001
Commodity contracts	Short-term derivative liabilities, net	19,983		9,519
Commodity contracts	Non-current other assets	617		81
Commodity contracts	Other long-term liabilities	709		502
Foreign exchange contracts	Short-term derivative assets, net	39		185
Foreign exchange contracts	Short-term derivative liabilities, net	450		389
Total non-designated derivatives		29,001		14,677
Total derivative liabilities		$	32,925	$	17,759

The following table presents the effect and financial statement location of our derivative instruments and related hedged items in fair value hedging relationships on our consolidated statements of income (in thousands):

Derivatives	Location	Realized and Unrealized Gain (Loss)						Hedged Items	Location	Realized and Unrealized Gain (Loss)
		2011			2010					2011			2010

Three months ended June 30,
Commodity contracts	Revenue	$	5,518		$	(8,032	)	Firm commitments	Revenue	$	(5,356	)	$	8,306
Commodity contracts	Cost of revenue	(369		)	2,249			Firm commitments	Cost of revenue	274			(2,875		)
Commodity contracts	Cost of revenue	6,665			11,605			Inventories	Cost of revenue	(3,045		)	(10,243		)
		$	11,814		$	5,822				$	(8,127	)	$	(4,812	)

Six months ended June 30,
Commodity contracts	Revenue	$	16,205		$	(2,546	)	Firm commitments	Revenue	$	(16,789	)	$	3,295
Commodity contracts	Cost of revenue	(7,830		)	2,744			Firm commitments	Cost of revenue	8,311			(3,683		)
Commodity contracts	Cost of revenue	(33,594		)	8,720			Inventories	Cost of revenue	44,296			(5,514		)
		$	(25,219	)	$	8,918				$	35,818		$	(5,902	)

There were no gains or losses for the three and six months ended June 30, 2011 and 2010 that were excluded from the assessment of the effectiveness of our fair value hedges.

The following table presents the effect and financial statement location of our derivative instruments in cash flow hedging relationships on our accumulated other comprehensive income and consolidated statements of income (in thousands):

	Unrealized Gain (Loss)
	Recorded in Accumulated				Location of
	Other Comprehensive Income				Realized Gain (Loss)	Realized Gain (Loss)
Derivatives	(Effective Portion)				(Effective Portion)	(Effective Portion)
	2011		2010			2011		2010

Three months ended June 30,
Foreign exchange contracts	$	—	$	—	Cost of revenue	$	—	$	417
Foreign exchange contracts	$	—	$	—	Other income, net	$	—	$	252
	$	—	$	—		$	—	$	669

Six months ended June 30,
Foreign exchange contracts	$	—	$	1,902	Cost of revenue	$	—	$	1,210
Foreign exchange contracts	$	—	$	252	Other income, net	$	—	$	252
	$	—	$	2,154		$	—	$	1,462

In the event forecasted foreign currency cash outflows are less than the hedged amounts, a portion or all of the gains or losses recorded in accumulated other comprehensive income (loss) would be reclassified to the consolidated statement of income.

The following table presents the effect and financial statement location of our derivative instruments not designated as hedging instruments on our consolidated statements of income for the three and six months ended June 30, 2011 and 2010 (in thousands):

		Realized and Unrealized
Derivatives	Location	Gain (Loss)
		2011			2010

Three months ended June 30,
Commodity contracts	Revenue	$	1,490		$	(561	)
Commodity contracts	Cost of revenue	2,560			2,392
Foreign exchange contracts	Other expense, net	(963		)	(560		)
		$	3,087		$	1,271

Six months ended June 30,
Commodity contracts	Revenue	$	3,048		$	771
Commodity contracts	Cost of revenue	3,223			2,248
Foreign exchange contracts	Other (expense) income, net	(2,872		)	382
		$	3,399		$	3,401

We enter into derivative instrument contracts which may require us to periodically post collateral. Certain of these derivative contracts contain clauses that are similar to credit-risk-related contingent features, including material adverse change, general adequate assurance and internal credit review clauses that may require additional collateral to be posted and/or settlement of the instruments in the event an aforementioned clause is triggered. The triggering events are not a quantifiable measure; rather they are based on good faith and reasonable determination by the counterparty that the triggers have occurred. The net liability position for such contracts, the collateral posted and the amount of assets required to be posted and/or to settle the positions should a contingent feature be triggered was not significant as of June 30, 2011.

3. Earnings per Common Share

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

	For the Three Months ended				For the Six Months ended
	June 30,				June 30,
	2011		2010		2011		2010

Numerator:
Net income attributable to World Fuel	$	50,203	$	36,977	$	91,312	$	70,680

Denominator:
Weighted average common shares for basic earnings per common share	70,856		59,418		70,400		59,371
Effect of dilutive securities	702		1,267		899		1,275
Weighted average common shares for diluted earnings per common share	71,558		60,685		71,299		60,646

Weighted average anti-dilutive securities which are not included in the calculation of diluted earnings per common share	124		297		70		205

Basic earnings per common share	$	0.71	$	0.62	$	1.30	$	1.19

Diluted earnings per common share	$	0.70	$	0.61	$	1.28	$	1.17

4. Debt

On July 28, 2011, we amended our senior revolving credit facility (“Credit Facility”) to, among other things, (i) provide for a $250.0 million senior term loan facility with a maturity date of July 2016 (“Term Loan Facility”), the full amount of which we received on the date of the Credit Facility amendment, (ii) extend the expiration date of the Credit Facility to July 2016 and (iii) reduce certain fees, including applicable margins for Base Rate Loans and Eurodollar Rate Loans. Borrowings under the Term Loan Facility may be designated as Base Rate Loans or Eurodollar Rate Loans and bear floating interest rates plus applicable margins. The Term Loan Facility requires principal payments as follows: $2.5 million in 2012, $7.5 million in 2013, $12.5 million in 2014, $17.5 million in 2015 and $210.0 million in 2016.

The following table provides additional information about our interest income, expense and other financing costs, for the periods presented (in thousands):

	For the Three Months ended						For the Six Months ended
	June 30,						June 30,
	2011			2010			2011			2010

Interest income	$	147		$	163		$	226		$	349
Interest expense and other financing costs, net	(4,445		)	(1,004		)	(7,049		)	(1,830		)
	$	(4,298	)	$	(841	)	$	(6,823	)	$	(1,481	)

5. Income Taxes

Our income tax provision for the periods presented and the respective effective tax rates for such periods are as follows (in thousands, except for tax rates):

	For the Three Months ended						For the Six Months ended
	June 30,						June 30,
	2011			2010			2011			2010

Income tax provision	$	11,049		$	7,765		$	21,464		$	15,446

Effective income tax rate	17.9		%	17.3		%	18.9		%	17.9		%

Our provision for income taxes for each of the three-month and six-month periods ended June 30, 2011 and 2010 were calculated based on the estimated effective tax rate for the full 2011 and 2010 fiscal years. However, the actual effective tax rate for the full 2011 fiscal year may be materially different as a result of differences between estimated versus actual results and the geographic tax jurisdictions in which the results are earned. The increased effective tax rate for the three and six months ended June 30, 2011 resulted primarily from differences in the actual and forecasted results of our subsidiaries in tax jurisdictions with different tax rates as compared to the corresponding periods in 2010.

6. Commitments and Contingencies

Legal Matters

Miami Airport Litigation

In April 2001, Miami-Dade County, Florida (the “County”) filed suit (the “County Suit”) in the state circuit court in and for Miami-Dade County against 17 defendants to seek reimbursement for the cost of remediating environmental contamination at Miami International Airport (the “Airport”).

Also in April 2001, the County sent a letter to approximately 250 potentially responsible parties (“PRP’s”), including World Fuel Services Corporation and one of our subsidiaries, advising of our potential liability for the clean-up costs of the contamination that is the subject of the County Suit. The County has threatened to add the PRP’s as defendants in the County Suit, unless they agree to share in the cost of the environmental clean-up at the Airport. We have advised the County that: (i) neither we nor any of our subsidiaries were responsible for any environmental contamination at the Airport, and (ii) to the extent that we or any of our subsidiaries were so responsible, our liability was subject to indemnification by the County pursuant to the indemnity provisions contained in our lease agreement with the County.

If we are added as a defendant in the County Suit, we would vigorously defend any claims, and we believe our liability in these matters (if any) should be adequately covered by the indemnification obligations of the County.

Brendan Airways Litigation

One of our subsidiaries, World Fuel Services, Inc. (“WFSI”), is involved in a dispute with Brendan Airways, LLC (“Brendan”), an aviation fuel customer, with respect to certain amounts Brendan claims to have been overcharged in connection with fuel sale transactions from 2003 to 2006. In August 2007, WFSI filed an action in the state circuit court in and for Miami-Dade County, Florida, seeking declaratory relief with respect to the matters disputed by Brendan. In October 2007, Brendan filed a counterclaim against WFSI. In February 2008, the court dismissed WFSI’s declaratory action. Brendan’s counterclaim remains pending as a separate lawsuit against WFSI, and Brendan is seeking $4.5 million in damages, plus interest and attorney’s fees, in its pending action. We believe Brendan’s claims are without merit and we intend to vigorously defend all of Brendan’s claims.

As of June 30, 2011, we had recorded certain reserves related to the proceedings described above which were not significant. Because the outcome of litigation is inherently uncertain, we may not prevail in these proceedings and we cannot estimate our ultimate exposure in such proceedings if we do not prevail. Accordingly, a ruling against us in any of the above proceedings could have a material adverse effect on our financial condition, results of operations or cash flows.

Other Matters

In addition to the matters described above, we are involved in litigation and administrative proceedings primarily arising in the normal course of our business. In the opinion of management, except as set forth above, our liability, if any, under any other pending litigation or administrative proceedings, even if determined adversely, would not materially affect our financial condition, results of operations or cash flows.

7. Fair Value Measurements

The following table presents information about our assets and liabilities that are measured at fair value on a recurring basis (in thousands):

As of June 30, 2011	Level 1		Level 2		Level 3		Sub-Total		Netting and Collateral			Total
Assets:
Cash equivalents	$	10	$	—	$	—	$	10	$	—		$	10
Commodity contracts		6,140		28,372		—		34,512		(11,105	)		23,407
Foreign exchange contracts	—		350		—		350		(70		)	280
Hedged item inventories	—		1,600		—		1,600		—			1,600
Hedged item commitments	—		657		—		657		—			657
Total	$	6,150	$	30,979	$	—	$	37,129	$	(11,175	)	$	25,954
Liabilities:
Commodity contracts	$	2,629	$	29,807	$	—	$	32,436	$	(12,987	)	$	19,449
Foreign exchange contracts	—		489		—		489		(70		)	419
Hedged item commitments	—		5,206		—		5,206		—			5,206
Earn-out	—		—		5,156		5,156		—			5,156
Total	$	2,629	$	35,502	$	5,156	$	43,287	$	(13,057	)	$	30,230

As of December 31, 2010
Assets:
Cash equivalents	$	32	$	—	$	—	$	32	$	—		$	32
Commodity contracts	753		14,139		123		15,015		(7,000		)	8,015
Foreign exchange contracts	—		461		—		461		(277		)	184
Hedged item inventories	—		2,518		—		2,518		—			2,518
Hedged item commitments	—		797		—		797		(265		)	532
Total	$	785	$	17,915	$	123	$	18,823	$	(7,542	)	$	11,281
Liabilities:
Commodity contracts	$	2,226	$	14,926	$	33	$	17,185	$	(8,391	)	$	8,794
Foreign exchange contracts	—		574		—		574		(277		)	297
Hedged item inventories	—		361		—		361		(265		)	96
Earn-out	—		—		5,012		5,012		—			5,012
Total	$	2,226	$	15,861	$	5,045	$	23,132	$	(8,933	)	$	14,199

Fair value of commodity contracts and hedged item commitments is derived using forward prices that take into account commodity prices, basis differentials, interest rates, credit risk ratings, option volatility and currency rates. Fair value of hedged item inventories is derived using spot commodity prices and basis differentials. Fair value of foreign currency forwards is derived using forward prices that take into account interest rates, credit risk ratings and currency rates.

For our derivative related 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 fair value of cash collateral paid or received against fair value amounts recognized for net derivative related positions executed with the same counterparty under the same master netting or offset agreement.

There were no amounts recognized for the obligation to return cash collateral that have been offset against fair value assets included within netting and collateral in the above table as of June 30, 2011 and December 31, 2010. There were no amounts recognized for the right to reclaim cash collateral that have been offset against fair value liabilities included within netting and collateral in the table above as of June 30, 2011 and December 31, 2010.

The following table presents information about our assets and liabilities that are measured at fair value on a recurring basis that utilized Level 3 inputs for the periods presented (in thousands):

	Balance, Beginning of Period, Assets (Liabilities)			Realized and Unrealized Gains (Losses) Included in Earnings			Settlements			Balance, End of Period			Change in Unrealized Gains (Losses) Relating to Instruments Still Held at end of Period

Three months ended June 30, 2011

Earn-out	$	(5,151	)	$	(5	)	$	—		$	(5,156	)	$	(5	)
Total	$	(5,151	)	$	(5	)	$	—		$	(5,156	)	$	—

Three months ended June 30, 2010

Earn-out	$	(6,323	)	$	98		$	—		$	(6,225	)	$	98
Total	$	(6,323	)	$	98		$	—		$	(6,225	)	$	98

Six months ended June 30, 2011

Commodity contracts, net	$	90		$	—		$	(90	)	$	—		$	—
Earn-out	(5,012		)	(144		)	—			(5,156		)	(144		)
Total	$	(4,922	)	$	(144	)	$	(90	)	$	(5,156	)	$	(144	)

Six months ended June 30, 2010

Commodity contracts, net	$	(2	)	$	—		$	2		$	—		$	—
Foreign exchange contracts, net	(152		)	—			152			—			—
Earn-out	(6,728		)	503			—			(6,225		)	503
Total	$	(6,882	)	$	503		$	154		$	(6,225	)	$	503

Our policy is to recognize transfers between Level 1, 2 or 3 as of the beginning of the reporting period in which the event or change in circumstances caused the transfer to occur. There were no transfers between Level 1, 2 or 3 during the periods presented. In addition, there were no Level 3 purchases, sales or issuances for the periods presented. The unrealized gains on the Earn-out shown in the above table represent foreign currency gains recorded during the three and six months ended June 30, 2011.

8. Business Segments

Based on the nature of operations and quantitative thresholds pursuant to accounting guidance for segment reporting, we have three reportable operating business segments: aviation, marine and land. Corporate expenses are allocated to the segments based on usage, where possible, or on other factors according to the nature of the activity. Please refer to Note 1 for the dates that the results of operations and related assets and liabilities of our acquisitions have been included in our operating segments. The accounting policies of the reportable operating segments are the same as those described in the Summary of Significant Accounting Policies (see Note 1).

Information concerning our revenue, gross profit and income from operations by segment is as follows (in thousands):

	For the Three Months ended				For the Six Months ended
	June 30,				June 30,
	2011		2010		2011		2010
Revenue:
Aviation segment	$	3,364,829	$	1,691,042	$	6,011,421	$	3,150,766
Marine segment	3,532,983		2,276,651		6,532,402		4,375,263
Land segment	1,810,897		429,582		3,244,292		789,267
	$	8,708,709	$	4,397,275	$	15,788,115	$	8,315,296

Gross profit:
Aviation segment	$	82,027	$	52,887	$	152,155	$	101,262
Marine segment	50,674		43,204		90,889		82,593
Land segment	32,401		11,478		58,826		22,532
	$	165,102	$	107,569	$	301,870	$	206,387

Income from operations:
Aviation segment	$	37,624	$	28,701	$	75,794	$	55,395
Marine segment	25,763		23,972		43,118		43,980
Land segment	14,026		1,780		24,689		4,128
	77,413		54,453		143,601		103,503
Corporate overhead	11,310		9,389		21,973		16,314
	$	66,103	$	45,064	$	121,628	$	87,189

Information concerning our accounts receivable and total assets by segment is as follows (in thousands):

	As of
	June 30,		December 31,
	2011		2010
Accounts receivable, net:
Aviation segment, net of allowance for bad debt of $8,787 and $7,363 at June 30, 2011 and December 31, 2010, respectively	$	635,729	$	420,788
Marine segment, net of allowance for bad debt of $8,129 and $7,761 at June 30, 2011 and December 31, 2010, respectively	1,068,220		761,629
Land segment, net of allowance for bad debt of $5,818 and $5,077 at June 30, 2011 and December 31, 2010, respectively	279,013		204,283
	$	1,982,962	$	1,386,700

Total assets:
Aviation segment	$	1,183,941	$	740,563
Marine segment	1,374,837		1,000,042
Land segment	679,509		524,592
Corporate	123,771		301,253
	$	3,362,058	$	2,566,450

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

The following discussion should be read in conjunction with our 2010 Form 10-K and the consolidated financial statements and related notes in “Item 1 - Financial Statements” appearing elsewhere in this 10-Q Report. The following discussion may contain forward-looking statements, and our actual results may differ significantly from the results suggested by these forward-looking statements. Some factors that may cause our results to differ materially from the results and events anticipated or implied by such forward-looking statements are described in “Item 1A — Risk Factors” of our 2010 Form 10-K.

Forward-Looking Statements

Certain statements made in this report and the information incorporated by reference in it, or made by us in other reports, filings with the Securities and Exchange Commission (“SEC”), press releases, teleconferences, industry conferences or otherwise, are “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,” “will likely result,” “plan,” or words or phrases of similar meaning.

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. The Company’s actual results may differ materially from the future results, performance or achievements expressed or implied by the forward-looking statements. These statements are based on our management’s expectations, beliefs and assumptions concerning future events affecting us, which in turn are based on currently available information.

Examples of forward-looking statements in this 10-Q Report include, but are not limited to, our expectations regarding our business strategy, business prospects, operating results, effectiveness of internal controls to manage risk, working capital, liquidity, capital expenditure requirements and future acquisitions. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our products, the cost, terms and availability of fuel from suppliers, pricing levels, the timing and cost of capital expenditures, outcome of pending litigation, competitive conditions, general economic conditions and synergies relating to acquisitions, joint ventures and alliances. These assumptions could prove inaccurate. Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect.

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 price of fuel;

· changes in the political, economic or regulatory conditions generally and in the markets in which we operate;

· our failure to effectively hedge certain financial risks and the use of derivatives;

· non-performance by counterparties or customers to derivative contracts;

· changes in credit terms extended to us from our suppliers;

· non-performance of suppliers on their sale commitments and customers on their purchase commitments;

· loss of, or reduced sales, to a significant government customer;

· non-performance of third-party service providers;

· adverse conditions in the industries in which our customers operate, including a continuation of the global recession and its impact on the airline and shipping industries;

· currency exchange fluctuations;

· failure of the fuel we sell to meet specifications;

· our ability to manage growth;

· our ability to integrate acquired businesses;

· material disruptions in the availability or supply of fuel;

· risks associated with operating in high risk locations, such as Iraq and Afghanistan;

· uninsured losses;

· the impact of natural disasters, such as hurricanes;

· our failure to comply with restrictions and covenants in our senior revolving credit facility (“Credit Facility”);

· the liquidity and solvency of banks within our Credit Facility;

· increases in interest rates;

· 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 or changes in the mix of taxable income among different tax jurisdictions;

· our ability to comply with U.S. and international laws and regulations including those related to anti-corruption, economic sanction programs and environmental matters;

· increased levels of competition;

· the outcome of litigation; and

· other risks, including those described in “Item 1A - Risk Factors” in our 2010 Form 10-K and 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. The forward-looking statements in this Form 10-Q Report are based on assumptions management believes are reasonable. However, due to the uncertainties associated with forward-looking statements, you should not place undue reliance on any forward-looking statements. 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.

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 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”).

Overview

We are a leading global fuel logistics company, principally engaged in the marketing, sale and distribution of aviation, marine, and land fuel products and related services on a worldwide basis. We compete by providing our customers value-added benefits, including single-supplier convenience, competitive pricing, the availability of trade credit, price risk management, logistical support, fuel quality control and fuel procurement outsourcing. We have three reportable operating business segments: aviation, marine, and land. We primarily contract with third parties for the delivery and storage of fuel products and in some cases own storage and transportation assets for strategic purposes. In our aviation segment, we offer fuel and related services to major commercial airlines, second and third-tier airlines, cargo carriers, regional and low cost carriers, airports, fixed based operators, corporate fleets, fractional operators, private aircraft, military fleets and to the U.S. and foreign governments, and we also offer charge card processing services in connection with the purchase of aviation fuel and related services. In our marine segment, we offer fuel and related services to a broad base of marine customers, including international container and tanker fleets, commercial cruise lines and time-charter operators, as well as to the U.S. and foreign governments. In our land segment, we offer fuel and related services to petroleum distributors operating in the land transportation market, retail petroleum operators, and industrial, commercial and government customers. Additionally, we also operate a small number of retail gas stations in the U.S and Gibraltar.

In our aviation and land segments, we primarily purchase and resell fuel, and we do not act as brokers. Profit from our aviation and land segments is primarily determined by the volume and gross profit achieved on fuel resales, and in the case of the aviation segment, a percentage of processed charge card revenue. In our marine segment, we primarily purchase and resell fuel and also act as brokers for others. Profit from our marine segment is determined primarily by the volume and gross profit achieved on fuel resales and by the volume and commission rate of the brokering business. Our profitability in our segments also depends on our operating expenses, and may be significantly affected to the extent that we are required to provide for potential bad debt.

Our revenue and cost of revenue are significantly impacted by world oil prices, as evidenced in part by our revenue and cost of revenue fluctuations in recent fiscal years, while our gross profit is not necessarily impacted by changes in world oil prices. However, due to our inventory average costing methodology, significant movements in fuel prices during any given financial period can have a significant impact on our gross profit, either positively or negatively depending on the direction, volatility and timing of such price movements.

We may experience decreases in future sales volumes and margins as a result of the ongoing deterioration in the world economy, transportation industry, natural disasters and continued conflicts and instability in the Middle East, Asia and Latin America, as well as potential future terrorist activities and possible military retaliation. In addition, because fuel costs represent a significant part of our customers’ operating expenses, volatile and/or high fuel prices can adversely affect our customers’ businesses, and consequently the demand for our services and our results of operations. Our hedging activities may not be effective to mitigate volatile fuel prices and may expose us to counterparty risk. See “Item 1A — Risk Factors” of our 2010 Form 10-K.

Reportable Segments

We have three reportable operating segments: aviation, marine and land. Corporate expenses are allocated to each segment based on usage, where possible, or on other factors according to the nature of the activity. We evaluate and manage our business segments using the performance measurement of income from operations. Financial information with respect to our business segments is provided in Note 8 to the accompanying consolidated financial statements included in this 10-Q Report.

Results of Operations

The results of operations of Ascent Aviation Group, Inc. (“Ascent”) are included in our aviation segment commencing on April 1, 2011, its acquisition date, and the results of operations of Nordic Camp Supply ApS and certain affiliates (“NCS”) are included in our aviation segment commencing on March 1, 2011, its acquisition date. The results of operations for the three and six months ended June 30, 2010 do not include the results of Ascent, NCS and The Hiller Group Incorporated and certain affiliates (“Hiller”) in our aviation segment, Shell Company of Gibraltar, Limited, (“Gib Oil”) in our aviation, marine and land segments, Western Petroleum Company, (“Western”) in our aviation and land segments and Lakeside Oil Company, Inc. (“Lakeside”) in our land segment since these acquisitions were completed after June 30, 2010.

Three Months Ended June 30, 2011 Compared to Three Months Ended June 30, 2010

Revenue. Our revenue for the second quarter of 2011 was $8.7 billion, an increase of $4.3 billion, or 98.0%, as compared to the second quarter of 2010. Our revenue during these periods was attributable to the following segments (in thousands):

	For the Three Months ended
	June 30,
	2011		2010		$ Change

Aviation segment	$	3,364,829	$	1,691,042	$	1,673,787
Marine segment	3,532,983		2,276,651		1,256,332
Land segment	1,810,897		429,582		1,381,315
	$	8,708,709	$	4,397,275	$	4,311,434

Our aviation segment contributed $3.4 billion in revenue for the second quarter of 2011, an increase of $1.7 billion, or 99.0% as compared to the second quarter of 2010. Of the total increase in aviation segment revenue, $0.9 billion was due to an increase in the average price per gallon sold as a result of higher world oil prices in the second quarter of 2011 as compared to the second quarter of 2010. The remaining increase of $0.8 billion was due to increased sales volume primarily from additional sales to both new and existing customers as well as incremental sales derived from the Ascent, NCS, Hiller and Western acquisitions.

Our marine segment contributed $3.5 billion in revenue for the second quarter of 2011, an increase of $1.3 billion, or 55.2%, as compared to the second quarter of 2010. Of the total increase in marine segment revenue, $1.1 billion was due to an increase in the average price per metric ton sold as a result of higher world oil prices in the second quarter of 2011 as compared to the second quarter of 2010. The remaining increase of $0.2 billion was due to increased sales volume primarily from additional sales to both new and existing customers.

Our land segment contributed $1.8 billion in revenue for the second quarter of 2011, an increase of $1.4 billion as compared to the second quarter of 2010. Of the total increase in land segment revenue, $1.1 billion was primarily due to incremental sales derived from the Western and Lakeside acquisitions as well as increased sales volume from additional sales to both new and existing customers. The remaining increase of $0.3 billion was due to an increase in the average price per gallon sold as a result of higher world oil prices in the second quarter of 2011 as compared to the second quarter of 2010.

Gross Profit. Our gross profit for the second quarter of 2011 was $165.1 million, an increase of $57.5 million, or 53.5%, as compared to the second quarter of 2010. Our gross profit during these periods was attributable to the following segments (in thousands):

	For the Three Months ended
	June 30,
	2011		2010		$ Change

Aviation segment	$	82,027	$	52,887	$	29,140
Marine segment	50,674		43,204		7,470
Land segment	32,401		11,478		20,923
	$	165,102	$	107,569	$	57,533

Our aviation segment gross profit for the second quarter of 2011 was $82.0 million, an increase of $29.1 million, or 55.1%, as compared to the second quarter of 2010. The increase in aviation segment gross profit was primarily due to incremental sales derived from the NCS, Ascent, Hiller and Western acquisitions as well as increased sales volume to both new and existing customers.

Our marine segment gross profit for the second quarter of 2011 was $50.7 million, an increase of $7.5 million, or 17.3%, as compared to the second quarter of 2010. The increase in marine segment gross profit was due to $4.1 million of increased sales volume to both new and existing customers and $3.4 million in increased gross profit per metric ton sold primarily due to an increase in certain higher margin business activity.

Our land segment gross profit for the second quarter of 2011 was $32.4 million, an increase of $20.9 million, as compared to the second quarter of 2010. The increase in land segment gross profit was primarily due to incremental sales derived from the Western and Lakeside acquisitions as well as increased sales volume to both new and existing customers.

Operating Expenses. Total operating expenses for the second quarter of 2011 were $99.0 million, an increase of $36.5 million, or 58.4%, as compared to the second quarter of 2010. The following table sets forth our expense categories (in thousands):

	For the Three Months ended
	June 30,
	2011		2010		$ Change

Compensation and employee benefits	$	54,877	$	38,900	$	15,977
Provision for bad debt	3,531		1,696		1,835
General and administrative	40,591		21,909		18,682
	$	98,999	$	62,505	$	36,494

Of the total increase in operating expenses, $16.0 million was related to compensation and employee benefits, $1.8 million was related to provision for bad debt and $18.7 million was related to general and administrative expenses. The increase in compensation and employee benefits was primarily due to compensation related to employees of acquired businesses and compensation for new hires to support our growing global business. The increase in general and administrative expenses was due to the inclusion of the acquired businesses, including related amortization of acquired identifiable intangible assets, as well as increases related to professional fees, depreciation and business travel.

Income from Operations. Our income from operations for the second quarter of 2011 was $66.1 million, an increase of $21.0 million, or 46.7%, as compared to the second quarter of 2010. Income from operations during these periods was attributable to the following segments (in thousands):

	For the Three Months ended
	June 30,
	2011		2010		$ Change

Aviation segment	$	37,624	$	28,701	$	8,923
Marine segment	25,763		23,972		1,791
Land segment	14,026		1,780		12,246
	77,413		54,453		22,960
Corporate overhead - unallocated	11,310		9,389		1,921
	$	66,103	$	45,064	$	21,039

Our aviation segment income from operations was $37.6 million for the second quarter of 2011, an increase of $8.9 million, or 31.1%, as compared to the second quarter of 2010. This increase resulted from $29.1 million in higher gross profit, which was partially offset by increased operating expenses of $20.2 million. The increase in aviation segment operating expenses was attributable to higher compensation and employee benefits, provision for bad debt and general and administrative expenses primarily attributable to the inclusion of the operating results of the NCS, Ascent, Hiller and Western acquisitions, as well as increased general and administrative expenses and compensation for new hires to support growth.

Our marine segment earned $25.8 million in income from operations for the second quarter of 2011, an increase of $1.8 million, or 7.5%, as compared to the second quarter of 2010. This increase resulted from $7.5 million in higher gross profit, which was partially offset by increased operating expenses of $5.7 million. The increase in marine segment operating expenses was attributable to higher compensation and employee benefits, provision for bad debt and general and administrative expenses.

Our land segment income from operations was $14.0 million for the second quarter of 2011, an increase of $12.2 million as compared to the second quarter of 2010. The increase was primarily due to the incremental income from operations resulting from the Western and Lakeside acquisitions as well as higher operating income from our existing business.

Corporate overhead costs not charged to the business segments were $11.3 million for the second quarter of 2011, an increase of $1.9 million, or 20.5%, as compared to the second quarter of 2010. The increase in corporate overhead costs not charged to the business segments was attributable to higher compensation and employee benefits and general and administrative expenses incurred.

Non-Operating Expenses, net. For the second quarter of 2011, we had non-operating expenses, net of $4.4 million, an increase of $4.1 million as compared to the second quarter of 2010. This increase was primarily due to increased interest expense and other financing costs, net related to the Credit Facility as a result of higher average borrowings as compared to the prior year and additional fees related to the September 2010 amendment of the Credit Facility.

Taxes. For the second quarter of 2011, our effective tax rate was 17.9% and our income tax provision was $11.0 million, as compared to an effective tax rate of 17.3% and an income tax provision of $7.8 million for the second quarter of 2010. The higher effective tax rate for the second quarter of 2011 resulted primarily from differences in the actual and forecasted results of our subsidiaries in tax jurisdictions with different tax rates as compared to 2010.

Net Income and Diluted Earnings per Common Share. Our net income for the second quarter of 2011 was $50.2 million, an increase of $13.2 million, or 35.8%, as compared to the second quarter of 2010. Diluted earnings per common share for the second quarter of 2011 was $0.70 per share, an increase of $0.09 per common share, or 14.8%, as compared to the second quarter of 2010.

Non-GAAP Net Income and Non-GAAP Diluted Earnings per Common Share. The following table sets forth the reconciliation between our net income and our non-GAAP net income for the second quarter of 2011 and 2010 (in thousands):

	For the Three Months ended
	June 30,
	2011		2010

Net income	$	50,203	$	36,977
Share-based compensation expense, net of taxes	1,879		1,741
Intangible asset amortization expense, net of taxes	5,571		1,447
Non-GAAP net income	$	57,653	$	40,165

The following table sets forth the reconciliation between our diluted earnings per share and our non-GAAP diluted earnings per common share for the second quarter of 2011 and 2010:

	For the Three Months ended
	June 30,
	2011		2010

Diluted earnings per common share	$	0.70	$	0.61
Share-based compensation expense, net of taxes	0.03		0.03
Intangible asset amortization expense, net of taxes	0.08		0.02
Non-GAAP diluted earnings per common share	$	0.81	$	0.66

The non-GAAP financial measures above exclude costs associated with share-based compensation and amortization of acquired intangible assets, primarily because we do not believe they are reflective of the Company’s core operating results. We believe the exclusion of share-based compensation from operating expenses is useful given the variation in expense that can result from changes in the fair value of our common stock, the effect of which is unrelated to the operational conditions that give rise to variations in the components of our operating costs. Also, we believe the exclusion of the amortization of acquired intangible assets is useful for purposes of evaluating operating performance of our core operating results and comparing them period-over-period. We believe that these non-GAAP financial measures, when considered in conjunction with our financial information prepared in accordance with GAAP, are useful to investors to further aid in evaluating the ongoing financial performance of the Company and to provide greater transparency as supplemental information to our GAAP results. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. In addition, our presentation of non-GAAP net income and non-GAAP earnings per share may not be comparable to the presentation of such metrics by other companies. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measure.

Six Months Ended June 30, 2011 Compared to Six Months Ended June 30, 2010

Revenue. Our revenue for the first six months of 2011 was $15.8 billion, an increase of $7.5 billion, or 89.9%, as compared to the first six months of 2010. Our revenue during these periods was attributable to the following segments (in thousands):

	For the Six Months ended
	June 30,
	2011		2010		$ Change

Aviation segment	$	6,011,421	$	3,150,766	$	2,860,655
Marine segment	6,532,402		4,375,263		2,157,139
Land segment	3,244,292		789,267		2,455,025
	$	15,788,115	$	8,315,296	$	7,472,819

Our aviation segment contributed $6.0 billion in revenue for the first six months of 2011, an increase of $2.9 billion, or 90.8% as compared to the first six months of 2010. Of the total increase in aviation segment revenue, $1.5 billion was due to an increase in the average price per gallon sold as a result of higher world oil prices in the first six months of 2011 as compared to the first six months of 2010. The remaining increase of $1.4 billion was due to increased sales volume primarily from additional sales to both new and existing customers as well as incremental sales derived from the NCS, Ascent, Hiller and Western acquisitions.

Our marine segment contributed $6.5 billion in revenue for the first six months of 2011, an increase of $2.2 billion, or 49.3%, as compared to the first six months of 2010. Of the total increase in marine segment revenue, $1.6 billion was due to an increase in the average price per metric ton sold as a result of higher world oil prices in the first six months of 2011 as compared to the first six months of 2010. The remaining increase of $0.6 billion was due to increased sales volume primarily from additional sales to both new and existing customers.

Our land segment contributed $3.2 billion in revenue for the first six months of 2011, an increase of $2.5 billion as compared to the first six months of 2010. Of the total increase in land segment revenue, $2.1 billion was primarily due to incremental sales derived from the Western and Lakeside acquisitions as well as increased sales volume to both new and existing customers. The remaining increase of $0.4 billion was due to an increase in the average price per gallon sold as a result of higher world oil prices in the first six months of 2011 as compared to the first six months of 2010.

Gross Profit. Our gross profit for the first six months of 2011 was $301.9 million, an increase of $95.5 million, or 46.3%, as compared to the first six months of 2010. Our gross profit during these periods was attributable to the following segments (in thousands):

	For the Six Months ended
	June 30,
	2011		2010		$ Change

Aviation segment	$	152,155	$	101,262	$	50,893
Marine segment	90,889		82,593		8,296
Land segment	58,826		22,532		36,294
	$	301,870	$	206,387	$	95,483

Our aviation segment gross profit for the first six months of 2011 was $152.2 million, an increase of $50.9 million, or 50.3%, as compared to the first six months of 2010. The increase in aviation segment gross profit was primarily due to incremental sales derived from the NCS, Ascent, Hiller and Western acquisitions as well as increased sales volume to both new and existing customers.

Our marine segment gross profit for the first six months of 2011 was $90.9 million, an increase of $8.3 million, or 10.0%, as compared to the first six months of 2010. The increase in marine segment gross profit was due to $9.8 million of increased sales volume to both new and existing customers which was partially offset by $1.5 million in decreased gross profit per metric ton sold. The decrease in gross profit per ton was primarily due to the weakness in the shipping industry seen in the first quarter of 2011 as compared to the prior year.

Our land segment gross profit for the first six months of 2011 was $58.8 million, an increase of $36.3 million as compared to the first six months of 2010. The increase in land segment gross profit was primarily due to incremental sales derived from the Western and Lakeside acquisitions as well as increased sales volume to both new and existing customers.

Operating Expenses. Total operating expenses for the first six months of 2011 were $180.2 million, an increase of $61.0 million, or 51.2%, as compared to the first six months of 2010. The following table sets forth our expense categories (in thousands):

	For the Six Months ended
	June 30,
	2011		2010		$ Change

Compensation and employee benefits	$	101,946	$	73,701	$	28,245
Provision for bad debt	4,327		2,065		2,262
General and administrative	73,969		43,432		30,537
	$	180,242	$	119,198	$	61,044

Of the total increase in operating expenses, $28.2 million was related to compensation and employee benefits, $2.3 million was related to provision for bad debt and $30.5 million was related to general and administrative expenses. The increase in compensation and employee benefits was primarily due to compensation related to employees of acquired businesses and compensation for new hires to support our growing global business. The increase in general and administrative expenses was due to the inclusion of the acquired businesses, including related amortization of acquired identifiable intangible assets, as well as increases related to professional fees, depreciation and business travel.

Income from Operations. Our income from operations for the first six months of 2011 was $121.6 million, an increase of $34.4 million, or 39.5%, as compared to the first six months of 2010. Income from operations during these periods was attributable to the following segments (in thousands):

	For the Six Months ended
	June 30,
	2011		2010		$ Change

Aviation segment	$	75,794	$	55,395	$	20,399
Marine segment	43,118		43,980		(862		)
Land segment	24,689		4,128		20,561
	143,601		103,503		40,098
Corporate overhead - unallocated	21,973		16,314		5,659
	$	121,628	$	87,189	$	34,439

Our aviation segment income from operations was $75.8 million for the first six months of 2011, an increase of $20.4 million, or 36.8%, as compared to the first six months of 2010. This increase resulted from $50.9 million in higher gross profit, which was partially offset by increased operating expenses of $30.5 million. The increase in aviation segment operating expenses was attributable to higher compensation and employee benefits, provision for bad debt and general and administrative expenses primarily attributable to the inclusion of the operating results of the NCS, Ascent, Hiller and Western acquisitions as well as increased compensation for new hires to support growth.

Our marine segment earned $43.1 million in income from operations for the first six months of 2011, a decrease of $0.9 million, or 2.0%, as compared to the first six months of 2010. This decrease resulted from increased operating expenses of $9.2 million partially offset by $8.3 million in higher gross profit. The increase in marine segment operating expenses was attributable to higher compensation and employee benefits, provision for bad debt and general and administrative expenses.

Our land segment income from operations was $24.7 million for the first six months of 2011, an increase of $20.6 million as compared to the first six months of 2010. The increase was primarily due to the incremental income from operations resulting from the Western and Lakeside acquisitions as well as higher gross profit resulting from increased sales volume to both new and existing customers.

Corporate overhead costs not charged to the business segments were $22.0 million for the first six months of 2011, an increase of $5.7 million, or 34.7%, as compared to the first six months of 2010. The increase in corporate overhead costs not

charged to the business segments was attributable to higher compensation and employee benefits and general and administrative expenses incurred.

Non-Operating Expenses, net. For the first six months of 2011, we had non-operating expenses, net of $7.8 million, an increase of $7.0 million as compared to the first six months of 2010. This increase was primarily due to increased interest expense and other financing costs, net related to the Credit Facility as a result of higher average borrowings as compared to the prior year and additional fees related to the September 2010 amendment of the Credit Facility.

Taxes. For the first six months of 2011, our effective tax rate was 18.9% and our income tax provision was $21.5 million, as compared to an effective tax rate of 17.9% and an income tax provision of $15.4 million for the first six months of 2010. The higher effective tax rate for the first six months of 2011 resulted primarily from differences in the actual and forecasted results of our subsidiaries in tax jurisdictions with different tax rates as compared to 2010.

Net Income and Diluted Earnings per Share. Our net income for the first six months of 2011 was $91.3 million, an increase of $20.6 million, or 29.2%, as compared to the first six months of 2010. Diluted earnings per share for the first six months of 2011 was $1.28 per share, an increase of $0.11 per share, or 9.4%, as compared to the first six months of 2010.

Non-GAAP Net Income and Non-GAAP Diluted Earnings per Share. The following table sets forth the reconciliation between our net income and our non-GAAP net income for the first six months of 2011 and 2010 (in thousands):

	For the Six Months ended
	June 30,
	2011		2010

Net income	$	91,312	$	70,680
Share-based compensation expense, net of taxes	3,888		2,744
Intangible asset amortization expense, net of taxes	9,233		2,941
Non-GAAP net income	$	104,433	$	76,365

The following table sets forth the reconciliation between our diluted earnings per share and our non-GAAP diluted earnings per share for the first six months of 2011 and 2010:

	For the Six Months ended
	June 30,
	2011		2010

Diluted earnings per common share	$	1.28	$	1.17
Share-based compensation expense, net of taxes	0.05		0.05
Intangible asset amortization expense, net of taxes	0.13		0.05
Non-GAAP diluted earnings per common share	$	1.46	$	1.27

Liquidity and Capital Resources

The following table reflects the major categories of cash flows for the six months ended June 30, 2011 and 2010. For additional details, please see the consolidated statements of cash flows in the consolidated financial statements.

	For the Six Months ended
	June 30,
	2011			2010

Net cash (used in) provided by operating activities	$	(137,699	)	$	23,772
Net cash used in investing activities	(113,407		)	(12,468		)
Net cash provided by (used in) financing activities	126,318			(11,411		)

Operating activities. For the six months ended June 30, 2011, net cash used in operating activities totaled $137.7 million as compared to net cash provided by operating activities of $23.8 million in 2010. The $161.5 million change in operating cash flows was primarily due to changes in net operating assets and liabilities, primarily net working capital, driven by increased sales volume and higher world oil prices as compared to 2010, which were partially offset by increased net income.

Investing activities. For the six months ended June 30, 2011, net cash used in investing activities was $113.4 million as compared to $12.5 million in 2010. The $100.9 million increase in cash used in investing activities in 2010 was primarily due to the acquisitions of Ascent and NCS in 2011.

Financing activities. For the six months ended June 30, 2011, net cash provided by financing activities was $126.3 million as compared to net cash used in financing activities of $11.4 million in 2010. The $137.7 million change in cash flows from financing activities was primarily due to net borrowings under our Credit Facility, used to fund our acquisitions and support our working capital needs driven by increased sales volume and higher world oil prices as compared to 2010.

Other Liquidity Measures

Cash and cash equivalents. As of June 30, 2011, we had $149.7 million of cash and cash equivalents compared to $272.9 million of cash and cash equivalents as of December 31, 2010. Our primary uses of cash and cash equivalents are to fund accounts receivable, purchase inventory and make strategic investments, primarily acquisitions. We are usually extended unsecured trade credit from our suppliers for our fuel purchases, though certain suppliers may require us to either prepay or provide a letter of credit. Increases in oil prices can negatively affect liquidity by increasing the amount of cash needed to fund fuel purchases as well as reducing the amount of fuel that we can purchase on an unsecured basis from our suppliers.

Credit Facility and Term Loan Facility. Our Credit Facility permits borrowings of up to $800.0 million with a sublimit of $300.0 million for the issuance of letter of credit and bankers’ acceptances. Under the Credit Facility, we have the right to request increases in available borrowings up to an additional $150.0 million, subject to the satisfaction of certain conditions. On July 28, 2011, we amended our Credit Facility to, among other things, (i) add a $250.0 million senior term loan facility with a maturity date of July 2016 (“Term Loan Facility”), the full amount of which we received on the date of the Credit Facility amendment, (ii) extend the expiration date of the Credit Facility to July 2016 and (iii) reduce certain fees, including applicable margins for Base Rate Loans and Eurodollar Rate Loans. The Term Loan Facility requires principal payments as follows: $2.5 million in 2012, $7.5 million in 2013, $12.5 million in 2014, $17.5 million in 2015 and $210.0 million in 2016. We had outstanding borrowings of $138.0 million at June 30, 2011 and no outstanding borrowings at December 31, 2010 under our Credit Facility. Our issued letters of credit under the Credit Facility totaled $51.3 million and $72.0 million at June 30, 2011 and December 31, 2010, respectively.

Our liquidity, consisting of cash and cash equivalents and availability under the Credit Facility, fluctuate based on a number of factors, including the timing of receipts from our customers and payments to our suppliers as well as commodity prices. Our Credit Facility contains certain financial covenants with which we are required to comply. Our failure to comply with the financial covenants contained in our Credit Facility 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, trigger cross-defaults under other agreements to which we are a party and impair our ability to obtain working capital advances and letters of credit, which would have a material adverse effect on our business, financial condition and results of operations. As of June 30, 2011, we were in compliance with all financial covenants contained in our Credit Facility.

Other credit lines. We have other credit lines aggregating $97.5 million for the issuance of letters of credit, bank guarantees and bankers’ acceptances. These credit lines are renewable on an annual basis and are subject to fees at market

rates. As of June 30, 2011 and December 31, 2010, our outstanding letters of credit and bank guarantees under these credit lines totaled $85.5 million and $44.0 million, respectively. In June 2011, we amended our Receivables Purchase Agreement to allow for the sale of up to $100.0 million of our accounts receivable, an increase of $50.0 million.

Short-Term Debt. As of June 30, 2011, our short-term debt of $15.8 million represents the current maturities (within the next twelve months) of certain promissory notes related to acquisitions, loans payable to noncontrolling shareholders of a consolidated subsidiary and capital lease obligations.

We believe that available funds from existing cash and cash equivalents and our Credit Facility, together with cash flows generated by operations, remain sufficient to fund our working capital and capital expenditure requirements for at least the next twelve months. In addition, to further enhance our liquidity profile, we may choose to raise additional funds which may or may not be needed for additional working capital, capital expenditures or other strategic investments. Our opinions concerning liquidity are based on currently available information. To the extent this information proves to be inaccurate, or if circumstances change, future availability of trade credit or other sources of financing may be reduced and our liquidity would be adversely affected. Factors that may affect the availability of trade credit or other forms of financing include our performance (as measured by various factors, including cash provided from operating activities), the state of worldwide credit markets, and our levels of outstanding debt. Depending on the severity and direct impact of these factors on us, financing may be limited or unavailable when needed or desired on terms that are favorable to us.

Contractual Obligations and Off-Balance Sheet Arrangements

Except for changes in our derivatives, liabilities for unrecognized tax benefits, interest and penalties (“Unrecognized Tax Liabilities”) and letters of credit, as described below, our remaining contractual obligations and off-balance sheet arrangements did not change materially from December 31, 2010 to June 30, 2011. For a discussion of these matters, refer to “Contractual Obligations and Off-Balance Sheet Arrangements” in Item 7 of our 2010 Form 10-K.

Contractual Obligations

Derivatives. See “Item 3 – Quantitative and Qualitative Disclosures About Market Risk” included in this 10-Q Report, for a discussion of our derivatives.

Unrecognized Tax Liabilities. As of June 30, 2011, our Unrecognized Tax Liabilities were $41.1 million. The timing of any settlement of our Unrecognized Tax Liabilities with the respective taxing authority cannot be reasonably estimated.

Off-Balance Sheet Arrangements

Letters of Credit and Bank Guarantees. In the normal course of business, we are required to provide letters of credit or bank guarantees to certain suppliers. A majority of these letters of credit and bank guarantees expire within one year from their issuance, and expired letters of credit or bank guarantees are renewed as needed. As of June 30, 2011, we had issued letters of credit and bank guarantees totaling $136.8 million under our Credit Facility and other unsecured credit lines. For additional information on our Credit Facility and credit lines, see the discussion thereof in “Liquidity and Capital Resources” above.

Recent Accounting Pronouncements

Information regarding recent accounting pronouncements is included in Note 1 - Significant Accounting Policies in the “Notes to the Consolidated Financial Statements” in this 10-Q Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Derivatives

transaction designated as NPNS no longer meets the scope of the exception, the fair value of the related contract is recorded as an asset or liability on the consolidated balance sheet and the difference between the fair value and the contract amount is immediately recognized through earnings.

The following describes our derivative classifications:

Cash Flow Hedges. Includes certain of our foreign currency forward contracts we enter into in order to mitigate the risk of currency exchange rate fluctuations.

Fair Value Hedges. Includes derivatives we enter into in order to hedge price risk associated with our inventory and certain firm commitments relating to fixed price purchase and sale contracts.

As of June 30, 2011, our derivative instruments, at their respective fair value positions were as follows (in thousands, except mark-to-market prices):

Hedge Strategy	Settlement Period	Derivative Instrument	Notional	Unit	Mark-to- Market Prices			Mark-to- Market Gain (Loss)

Fair Value Hedge	2011	Commodity contracts for firm commitment hedging (long)	3,435	GAL	$	(0.06	)	$	(193	)
	2011	Commodity contracts for firm commitment (short)	4,578	GAL	(0.11		)	(485		)
	2011	Commodity contracts for inventory hedging (short)	60,438	GAL	(0.01		)	(822		)
	2011	Commodity contracts for firm commitment hedging (long)	114	MT	22.32			2,545
	2011	Commodity contracts for inventory hedging (short)	75	MT	(16.97		)	(1,273		)
	2012	Commodity contracts for firm commitment hedging (long)	106	GAL	0.10			11
	2012	Commodity contracts for firm commitment hedging (long)	95	MT	30.33			2,881
								$	2,664

Non-Designated	2011	Commodity contracts (long)	68,796	GAL	0.04			2,419
	2011	Commodity contracts (short)	45,943	GAL	(0.11		)	(5,127		)
	2011	Commodity contracts (long)	1,309	MT	11.19			14,349
	2011	Commodity contracts (short)	1,037	MT	(13.58		)	(13,785		)
	2011	Foreign currency contracts (long)	696	BRL	0.01			5
	2011	Foreign currency contracts (short)	7,298	BRL	(0.01		)	(104		)
	2011	Foreign currency contracts (short)	5,700	CAD	(0.02		)	(131		)
	2011	Foreign currency contracts (long)	2,880,216	CLP	(0.00		)	(33		)
	2011	Foreign currency contracts (long)	679	EUR	0.01			8
	2011	Foreign currency contracts (short)	4,600	EUR	(0.02		)	(76		)
	2011	Foreign currency contracts (long)	3,884	GBP	(0.01		)	(25		)
	2011	Foreign currency contracts (short)	27,529	GBP	0.01			238
	2011	Foreign currency contracts (short)	584	AUD	(0.01		)	(5		)
	2011	Foreign currency contracts (long)	498	DKK	0.00			2
	2011	Foreign currency contracts (short)	4,000	DKK	(0.00		)	(10		)
	2011	Foreign currency contracts (long)	281	NOK	0.00			1
	2011	Foreign currency contracts (short)	2,700	CZK	(0.00		)	(2		)
	2011	Foreign currency contracts (short)	6,261,150	COP	(0.00		)	(15		)
	2011	Foreign currency contracts (short)	600	CHF	0.01			8
	2012	Commodity contracts (long)	5,959	GAL	0.13			773
	2012	Commodity contracts (short)	14,365	GAL	(0.04		)	(609		)
	2012	Commodity contracts (long)	347	MT	9.41			2,635
	2012	Commodity contracts (short)	261	MT	(6.72		)	(1,124		)
	2013	Commodity contracts (long)	679	GAL	0.20			139
	2013	Commodity contracts (short)	679	GAL	(0.19		)	(132		)
	2013	Commodity contracts (short)	6	MT	(21.00		)	(126		)
								$	(727	)

Item 4. Controls and Procedures

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 and Chief Financial Officer, as appropriate, to allow timely decisions regarding required 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 Chief Executive Officer and Chief Financial Officer, 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 Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2011.

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 quarter ended June 30, 2011.

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 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 quarterly period ended June 30, 2011 (in thousands, except average per share):

				Total Number	Total Cost of		Remaining Authorized
				of Shares Purchased	Shares Purchased		Stock Repurchases
	Total Number			as Part of Publicly	as Part of Publicly		under Publicly
	of Shares	Average Price		Announced Plans	Announced Plans		Announced Plans
Period	Purchased (1)	Per Share Paid		or Programs (2)	or Programs (2)		or Programs (2)

4/1/11-4/30/11	—	$	—	—	$	—	$	50,000
5/1/11-5/31/11	—	—		—	—		50,000
6/1/11-6/30/11	30	34.59		—	—		50,000
Total	30	$	34.59	—	$	—	$	50,000

(1) These shares relate to the purchase of stock tendered by employees to exercise share-based payment awards and satisfy the required withholding taxes related to share-based payment awards.

(2) In October 2008, our Board of Directors authorized a $50.0 million share repurchase program. The program does not require a minimum number of shares to be purchased, has no expiration date and may be suspended or discontinued at any time. The timing and amount of shares to be repurchased under the program will depend on market conditions, share price, securities law and other legal requirements and other factors. As of June 30, 2011, no shares of our common stock have been repurchased under this program.

Item 5. Other Information

Amendment No. 1 to Credit Agreement

On July 28, 2011, World Fuel Services Corporation (“World Fuel”) amended its existing third amended and restated credit agreement dated as of September 8, 2010 (the “Original Agreement”) pursuant to an Amendment No. 1 to Credit Agreement (the “Amended Agreement”) among World Fuel, World Fuel Services Europe, Ltd. (“World Fuel Europe”), a subsidiary of World Fuel, and World Fuel Services (Singapore) Pte Ltd (“World Fuel Singapore”), a subsidiary of World Fuel, as borrowers, the financial institutions named therein as lenders, and Bank of America, N.A., as administrative agent.

The Amended Agreement provides for a $800.0 million senior revolving credit facility in favor of World Fuel, World Fuel Europe and World Fuel Singapore (the “Revolving Credit Facility”) and a new senior term loan facility in favor of World Fuel (the “Term Loan Facility”) that are guaranteed by World Fuel and certain of its U.S. subsidiaries and, on a limited basis, by certain of its foreign subsidiaries, including World Fuel Europe and World Fuel Singapore. In addition, the Revolving Credit Facility and the Term Loan Facility are secured on a pari passu basis by a pledge of capital stock of certain subsidiaries of World Fuel.

The amendments to the Original Agreement include the following:

· the Term Loan Facility was added in the amount of $250.0 million with a maturity date of July 28, 2016;

· the Term Loan Facility amortizes beginning on September 30, 2011 in the following amounts: 0% in year one; 2.0% in year two; 4.0% in year three; 6.0% in year four and 8.0% in year five;

· the maturity date of the Revolving Credit Facility was extended to July 28, 2016;

· the applicable rate for commitment fees, Eurodollar rate loan margins, standby letter of credit fees, base rate loan margins and bankers’ acceptance margins were modified such that the foregoing are based upon the following pricing grid:

Applicable Rate

Pricing Level	Consolidated Leverage Ratio	Commitment Fee	Eurodollar Rate Loan Margin/Standby Letter of Credit Fee	Base Rate Loan Margin	Bankers’ Acceptance Margin
1	< 1.00:1	0.25%	1.75%	0.75%	1.50%
2	> 1.00:1 but < 2.00:1	0.25%	2.00%	1.00%	1.75%
3	> 2.00:1 but < 3.00:1	0.30%	2.25%	1.25%	2.00%
4	> 3.00:1	0.35%	2.50%	1.50%	2.25%

· the indebtedness covenant was modified to enable World Fuel and its subsidiaries to issue additional debt secured on a pari passu basis with the Credit Facility, subject to the consolidated leverage ratio not exceeding 4.25:1; and

· World Fuel has been given the ability to form new unrestricted subsidiaries that would not be directly subject to the Credit Facility covenants.

Proceeds of the Term Loan Facility were used to repay amounts outstanding under the Revolving Credit Facility. Proceeds of the Revolving Credit Facility may be used for general business purposes.

The above description of certain terms and conditions of the Amended Agreement is qualified in its entirety by reference to the full text of the Amended Agreement, a copy of which is filed as Exhibit 10.6 to this 10-Q Report.

Certain of the lenders party to the Amended Agreement and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial banking and investment banking services for World Fuel, for which they received or will receive customary fees and expenses.

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

10.1	Amendment to Employment Agreement between World Fuel Services, Inc. and Michael S. Clementi, dated May 20, 2011.

10.2	Amendment to 2009, 2010 and 2011 Michael S. Clementi Restricted Stock Unit Grant Agreements, dated May 20, 2011.

10.3	Form of Michael S. Clementi Restricted Stock Unit Grant Agreement under the 2006 Omnibus Plan.

10.4	Form of Named Executive Officer Restricted Stock Unit Agreement under the 2006 Omnibus Plan.

10.5	Form of Named Executive Officer Restricted Stock Agreement under the 2006 Omnibus Plan.

10.6	Amendment No.1 to Third Amended and Restated Credit Agreement among World Fuel Services Corporation, World Fuel Services Europe, Ltd. and World Fuel Services (Singapore) Pte Ltd, as borrowers, the financial institutions named therein as lenders, and Bank of America, N.A., as administrative agent, dated as of July 28, 2011.

10.7	Receivables Purchase Agreement among World Fuel Services, Inc., World Fuel Services Europe, Ltd., World Fuel Services (Singapore) Pte Ltd, as the sellers, World Fuel Services Corporation, as the parent, and Wells Fargo Bank, National Association, dated as of March 31, 2011.

10.8	First Amendment to the Receivables Purchase Agreement among World Fuel Services, Inc., World Fuel Services Europe, Ltd., World Fuel Services (Singapore) Pte Ltd, World Fuel Services Trading DMCC, as the sellers, World Fuel Services Corporation, as the parent, and Wells Fargo Bank, National Association, dated as of June 30, 2011.

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.

101*	The following materials from World Fuel Services Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, formatted in XBRL (Extensible Business Reporting Language); (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Shareholders’ Equity and Comprehensive Income, (iv) Consolidated Statements of Cash Flows, and (v) Notes to the Consolidated Financial Statements.

* Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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: August 2, 2011		World Fuel Services Corporation


		/s/ Paul H. Stebbins
		Paul H. Stebbins
		Chairman and Chief Executive Officer


		/s/ Ira M. Birns
		Ira M. Birns
		Executive Vice-President and Chief Financial Officer
		(Principal Financial Officer)

Exhibit 10.1

[Letterhead of World Fuel Services]

May 20, 2011

Re: Amendment to Employment Agreement to address certain tax laws

Dear Mr. Clementi,

This letter amends the terms of the Employment Agreement by and between Michael S. Clementi (“Executive”) and World Fuel Services (the “Company”), dated January 1, 2008, as it may be amended from time to time (the “Employment Agreement”). All capitalized terms used in this amendment but not otherwise defined herein will have the same meaning as defined in the Employment Agreement.

The Company and Executive desire to make certain changes to the Employment Agreement to address certain requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). In accordance with Section 8.1(a) of the Employment Agreement, the parties hereby agree to amend the terms of the Employment Agreement to comply with Section 409A. Upon execution of this amendment by both parties, for valuable consideration, the Employment Agreement will be deemed to incorporate the provisions of this amendment.

Notwithstanding anything to the contrary set forth in the Employment Agreement or any other agreement that relates to Executive’s employment:

1. Effect of Termination Due to Non-Renewal of the Employment Term. In the event that the Employment Term expires by reason of the Company providing to Executive its No Renewal Notice and Executive’s employment with the Company terminates on such expiration date, then subject to the terms of Section 3.2(e) of the Employment Agreement, the Company shall pay the lump sum payment of $750,000 payable to Executive pursuant to Section 3.2(d)(i)(3) within 5 business days following the second anniversary of the Termination Date, rather than within 5 business days following the last day of the Restricted Period.

2. Full Force and Effect. Except as specifically set forth herein, this amendment shall not, by implication or otherwise, alter, amend or modify in any way any terms of the Employment Agreement, all of which shall continue in full force and effect.

3. Governing Law/Jurisdiction. The validity and effect of this Amendment shall be governed by and construed and enforced in accordance with the laws of the State of Florida, without regard to any conflict-of-law rule or principle that would give effect to the laws of another jurisdiction. Any dispute, controversy, or question of interpretation arising under, out of, in

connection with, or in relation to the Employment Agreement or any amendments thereof, or any breach or default hereunder, shall be submitted to, and determined and settled by, litigation in the state or federal courts in Miami-Dade County, Florida. Each of the parties hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Miami-Dade County, Florida. Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any litigation in Miami-Dade County, Florida.

4. Counterparts. This amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument.

5. Entire Agreement. This amendment, together with the Employment Agreement, contains the entire agreement between Executive and the Company concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between Executive and the Company with respect hereto.

May 20, 2011	WORLD FUEL SERVICES CORPORATION


		by
			/s/ R. Alexander Lake
			Name: R. Alexander Lake
			Title: General Counsel and Corporate Secretary

ACCEPTED AND AGREED,

	/s/ Michael S. Clementi
	Name: Michael S. Clementi

	Date:	5/20/2011

Exhibit 10.2

[Letterhead of World Fuel Services]

May 20, 2011

Re: Notice of changes to your Restricted Stock Unit Agreements to address certain tax laws

Dear Mr. Clementi,

You currently hold restricted stock units (“RSUs”) with respect to shares of World Fuel Service Corporation’s (the “Company”) common stock, par value U.S. $0.01 per share (“Shares”) that were granted to you under the Company’s 2006 Omnibus Plan, as it may be amended from time to time (the “Plan”) pursuant to RSU award agreements between you and the Company, dated March 15, 2009, March 15, 2010 and March 15, 2011, respectively (each, an “RSU Agreement”). In accordance with its authority pursuant to Section 19(a) of the RSU Agreements, the Compensation Committee of the Board of Directors of the Company is hereby amending the RSU Agreement to address certain requirements of Section 409A of the Internal Revenue Code of 1986. Accordingly, following the date hereof, your RSU Agreements will be deemed to incorporate the provisions of this notice. All capitalized terms used in this notice but not otherwise defined herein will have the same meaning as defined in the Plan or in the relevant RSU Agreement.

Notwithstanding anything to the contrary set forth in any RSU Agreement or any other agreement that relates to your RSUs:

1. Delivery of Shares Following a Termination of Employment Either Without Cause or Due to Non-Renewal of the Employment Term. In the event of any termination of your employment contemplated under Section 3(b)(iv) of the RSU Agreements (including, without limitation, a termination upon the expiration of the Employment Term), your RSUs shall vest in accordance with the terms of such section; however, notwithstanding any other provision in the RSU Agreements, and in particular, Section 5 thereof, the Company shall deliver the Shares or other consideration corresponding to such vested RSUs within 30 days following the second anniversary of the Termination Date, rather than within 30 days after the date on which the RSUs vest.

2. Full Force and Effect. Except as specifically set forth herein, this notice shall not, by implication or otherwise, alter, amend or modify in any way any terms of any RSU Agreement, all of which shall continue in full force and effect.

principle that would give effect to the laws of another jurisdiction. Any dispute, controversy, or question of interpretation arising under, out of, in connection with, or in relation to the RSU Agreements or any amendments thereof, or any breach or default hereunder, shall be submitted to, and determined and settled by, litigation in the state or federal courts in Miami-Dade County, Florida. Each of the parties hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Miami-Dade County, Florida. Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any litigation in Miami-Dade County, Florida.

4. Entire Agreement. This notice, together with the Plan and the RSU Agreements, contains the entire agreement between you and the Company concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between you and the Company with respect hereto.

May 20, 2011	WORLD FUEL SERVICES CORPORATION


		by
			/s/ R. Alexander Lake
			Name: R. Alexander Lake
			Title: General Counsel and Corporate Secretary

ACCEPTED AND AGREED,

	/s/ Michael S. Clementi
	Name: Michael S. Clementi

	Date:	5/20/2011

Exhibit 10.3

RESTRICTED STOCK UNIT GRANT AGREEMENT

1. Grant of Award. World Fuel Services Corporation, a Florida corporation (the “Company”) has awarded to Michael S. Clementi (the “Participant”), effective as of , (the “Grant Date”), restricted stock units (the “Restricted Stock Units” or “RSUs”) corresponding to the same number of shares (the “Shares”) of the Company’s common stock, par value US$0.01 per share (the “Common Stock”). The Restricted Stock Units have been granted under the Company’s 2006 Omnibus Plan, as it may be amended from time to time (the “Plan”), which is incorporated herein for all purposes, and pursuant to that certain Employment Agreement between the Company and the Participant dated as of January 1, 2008, as it may be amended from time to time (the “Employment Agreement”), and the grant of Restricted Stock Units shall be subject to the terms, provisions and restrictions set forth in this Agreement and the Plan. As a condition to entering into this Agreement, and as a condition to the issuance of any Shares (or any other securities of the Company), the Participant agrees to be bound by all of the terms and conditions set forth in this Agreement, the Plan and the Employment Agreement.

2. Definitions. Capitalized terms and phrases used in this Agreement shall have the meaning set forth below. Capitalized terms used herein and not defined in this Agreement, shall have the meaning set forth in the Plan.

(a) “Cause” means “Cause” as defined in Section 3.1(d) of the Employment Agreement.

(b) “Disability” as defined in Section 3.1(b) of the Employment Agreement.

(d) “Good Reason” means “Good Reason” as defined in Section 3.3(c) of the Employment Agreement.

(e) “Restricted Period” means “Restricted Period” as defined in Section 4.1 of the Employment Agreement.

(f) “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations thereunder.

(g) “Section 409A Disability” means a “disability” within the meaning of Section 409A.

(h) “Separation from Service” means a termination of employment with the Company and its Subsidiaries that constitutes a “separation from service” within the meaning of Section 409A.

(i) “Termination Date” means the date on which the Participant is no longer an employee of the Company or any Subsidiary.

3. Vesting and Forfeiture of Shares. (a) Subject to the provisions of this Section 3, 50% of the Restricted Stock Units shall become vested on the third anniversary of the Grant Date and the remaining 50% of the Restricted Stock Units shall become vested on the fourth anniversary of the Grant Date (each date on which vesting is to occur being a “Vesting Date”), provided that the Participant’s employment with the Company continues through and until the applicable Vesting Date. Except as otherwise provided in this Section 3, there shall be no proportionate or partial vesting of the Restricted Stock Units prior to the applicable Vesting Date. Termination of employment with the Company to accept immediate re-employment with a Subsidiary, or vice-versa, or termination of employment with a Subsidiary to accept immediate re-employment with a different Subsidiary, shall not be deemed termination of employment for purposes of this Section 3.

(b) The vesting of the Restricted Stock Units shall be accelerated if and to the extent provided in this Section 3(b):

(i) (A) Except as otherwise determined by the Compensation Committee of the Board of Directors of the Company (the “Committee”) as set forth in Section 3(b)(i)(B) hereof, the Restricted Stock Units shall become fully vested and nonforfeitable in the event that a Change of Control occurs while the Participant is employed by the Company or any Subsidiary. The vested Restricted Stock Units shall be converted, as of the effective date of the Change of Control, into a fully vested fixed cash amount equal to the product of (x) fair market value (as determined by the Committee in its discretion) of the per Share consideration received by holders of Shares in the transaction constituting the Change of Control and (y) the number of Shares subject to the Restricted Stock Units (the “CIC Cash-Out Amount”). The CIC Cash-Out Amount shall be credited with interest at the 10-year U.S. Treasury Securities rate or, if greater as of the effective date of the Change of Control, the prime rate as published in the Wall Street Journal, during the period commencing upon consummation of the Change of Control and ending on the date that the CIC Cash-Out Amount is paid to the Participant in accordance with Section 5(b) hereof.

(B) Notwithstanding Section 3(b)(i)(A) hereof, if in the event of a Change of Control the Committee determines that the successor company shall assume or substitute for the Restricted Stock Units as of the date of the Change of Control, then the vesting of the Restricted Stock Units that are assumed or substituted for shall not be so accelerated as a result of such Change of Control. For this purpose, the Restricted Stock Units shall be considered assumed or substituted for only if (1) the Restricted Stock Units that are assumed or substituted for vest at the times that the Restricted Stock Units would have vested pursuant to this Agreement, and (2) following the Change of Control, the assumed or substituted award confers the right to receive, for each Restricted Stock Unit, immediately prior to the Change of Control, the consideration (whether stock, cash or other securities or property) received in the transaction constituting a Change of Control by holders of Shares for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however,

that if such consideration received in the transaction constituting a Change of Control is not solely common stock of the successor company or its parent or subsidiary, the Committee may provide that the consideration to be received upon the vesting of any Restricted Stock Unit will be solely common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per share consideration received by holders of Shares in the transaction constituting a Change of Control. The determinations of (1) whether the RSUs shall be assumed or substituted in accordance with this Section 3(b)(i)(B) or shall convert into the CIC Cash-Out Amount in accordance with Section 3(b)(i)(A) hereof and (2) in the event that this Section 3(b)(i)(B) is applicable, such substantial equality of value of consideration shall be made by the Committee in its sole discretion and such determinations shall be conclusive and binding. The award resulting from the assumption or substitution of the Restricted Stock Units by the successor company shall continue to vest after the Change of Control transaction in accordance with the vesting schedule set forth in Section 3(a) hereof, and shall be referred to hereafter as the “Acquirer RSUs”. Notwithstanding the preceding sentence, in the event of termination of the Participant’s employment by the successor company or its affiliates without Cause or by the Participant for Good Reason within 24 months following such Change in Control, the portion of the Acquirer RSUs that had not vested as of the date of the Change in Control and that did not otherwise become vested after the Change in Control shall become vested as of the last day of the Restricted Period as defined in the Employment Agreement, provided, however, that such vesting shall be conditioned upon Participant’s compliance with Sections 4 and 6 of the Employment Agreement throughout the Restricted Period.

(ii) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated prior to the Vesting Date due to the Participant’s death, the Participant shall immediately vest in any Restricted Stock Units (or, if applicable, Acquirer RSUs) that would have vested within 1 year after the Termination Date and the balance of the Restricted Stock Units (or, if applicable, Acquirer RSUs) shall be immediately forfeited. The Participant shall not forfeit any CIC Cash-Out Amount as a result of any such termination.

(iii) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated prior to a Vesting Date by the Company and its Subsidiaries by reason of the Participant’s Disability, the Participant shall vest on the last day of the Restricted Period in the then unvested Restricted Stock Units (or, if applicable, Acquirer RSUs) that would have vested on or before the first anniversary of the Termination Date (the “First Anniversary”) if the Participant had continued to be employed by the Company through and including the First Anniversary; provided, however, that such vesting shall be conditioned upon Participant’s compliance with Sections 4 and 6 of the Employment Agreement throughout the Restricted Period. Restricted Stock Units (or, if applicable, Acquirer RSUs) in excess of those which may vest pursuant to this Section 3(b)(iii) shall be immediately forfeited upon the Termination Date. The Participant shall not forfeit any CIC Cash-Out Amount as a result of any such termination.

(iv) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated prior to the Vesting Date by the Company without Cause or the Employment Term expires and the Participant’s employment terminates on the expiration date of the Employment Agreement, then, the Participant shall vest on the last day of the Restricted Period in the portion, if any, of the Restricted Stock Units (or, if applicable, Acquirer RSUs) that has not previously vested; provided, however, that such vesting shall be conditioned upon Participant’s compliance with his obligations under Sections 4 and 6 of the Employment Agreement throughout the Restricted Period. The Participant shall not forfeit any CIC Cash-Out Amount as a result of any such termination.

(v) Nothing in this Section 3 or this Agreement shall be deemed to limit or modify the non-competition, confidentiality or non-solicitation restrictions that the Participant is already subject to, which restrictions shall continue to be separately enforceable in accordance with their terms.

(c) Except as otherwise provided in Section 3(b) hereof, in the event that the Participant’s employment with the Company and its Subsidiaries is terminated prior to the applicable Vesting Date, the Participant shall immediately forfeit all of the Restricted Stock Units (or, if applicable, Acquirer RSUs) that were not vested on or before the Termination Date; provided that the Participant shall not forfeit any CIC Cash-Out Amount.

4. Adjustment. The number of RSUs are subject to adjustment by the Committee in the event of any increase or decrease in the number of issued Shares resulting from a subdivision or consolidation of the Common Stock or the payment of a stock dividend on Common Stock, or any other increase or decrease in the number of Shares effected without receipt or payment of consideration by the Company.

5. Settlement of Restricted Stock Units.

(a) Delivery of Stock. The Company shall deliver the Shares corresponding to the vested Restricted Stock Units which are the subject of this Agreement (or, if applicable, the consideration corresponding to the vested Acquirer RSUs) to the Participant within 30 days following the applicable Vesting Date; provided that, in the event that a portion of the Restricted Stock Units (or, if applicable, Acquirer RSUs) become vested in connection with a termination of the Participant’s employment (i) due to death, the Company shall deliver the Shares or other consideration with respect to such vested portion within 30 days following the Termination Date, or (ii) due to a Section 409A Disability or any Separation from Service that results in payment pursuant to Section 3(b)(i)(B), Section 3(b)(iii) or Section 3(b)(iv) hereof, the Company shall deliver any Shares or other consideration that the Participant becomes entitled to receive within 30 days following the second anniversary of the Termination Date.

(b) Delivery of CIC Cash-Out Amount. The Company shall deliver to the Participant the CIC Cash-Out Amount (plus interest credited thereon) within 30 days following the Vesting Date applicable to the Restricted Stock Units to which the CIC Cash-Out Amount relates, provided that in the event of the Participant’s termination of employment prior to the applicable Vesting Date (i) due to death, the Company shall deliver the CIC Cash-Out Amount within 30 days following the Termination Date, or (ii) due to a Section 409A Disability or a

Separation from Service for any reason, the Company shall deliver the CIC Cash-Out Amount within 30 days following the second anniversary of the Termination Date.

(c) Death of Participant. The Participant may designate, by written notice to the Company’s Secretary, a beneficiary or beneficiaries to whom any vested RSUs (or, if applicable, the CIC Cash-Out Amount or Acquirer RSUs) and the Participant’s Cash Account (as defined below) shall be transferred upon the death of the Participant. In the absence of such designation, or if no designated beneficiary survives Participant, such vested RSUs (or, if applicable, the CIC Cash-Out Amount or Acquirer RSUs) and the Participant’s Cash Account shall be transferred to the legal representative of the Participant’s estate. No such transfer of the RSUs (or, if applicable, the CIC Cash-Out Amount or Acquirer RSUs), or the right to the Shares corresponding to such RSUs (or, if applicable, shares corresponding to Acquirer RSUs) or any portion thereof into Common Stock (or, if applicable, shares of the Acquirer), shall be effective to bind the Company unless the Committee shall have been furnished with written notice thereof and with a copy of the will and/or such evidence as the Committee deems necessary to establish the validity of such transfer or right to convert, and an agreement by the transferee, administrator, or executor (as applicable) to comply with all the terms of this Agreement that are or would have been applicable to the Participant and to be bound by the acknowledgements made by the Participant in connection with this grant.

(d) Settlement Conditioned Upon Satisfaction of Tax Obligations. Notwithstanding the foregoing, the Company’s obligation to deliver any consideration pursuant to this Section 5 shall be subject to, and conditioned upon, satisfaction of the Participant’s obligations relating to the applicable federal, state, local and foreign withholding or other taxes pursuant to Section 9 hereof.

6. Rights with Respect to Stock Represented by Restricted Stock Units.

(a) No Rights as Shareholder until Delivery. Except as otherwise provided in this Section 6, the Participant shall not have any rights, benefits or entitlements with respect to any Shares subject to this Agreement unless and until the Shares have been delivered to the Participant. On or after delivery of the Shares, the Participant shall have, with respect to the Shares delivered, all of the rights of a shareholder of the Company, including the right to vote the Shares and the right to receive all dividends, if any, as may be declared on the Shares from time to time.

(b) Dividend Equivalents.

(i) Cash Dividends. As of each date on which the Company pays a cash dividend with respect to its Shares, the Company shall credit to a bookkeeping account (the “Cash Account”) for the Participant an amount equal to the cash dividend that would have been payable with respect to the Shares corresponding to the RSUs which are the subject of this Agreement as if those Shares had been issued and outstanding as of the dividend payment date. The value of the Participant’s Cash Account shall vest, and be distributable to the Participant, at the same time as the RSUs (or, if applicable, Acquirer RSUs) vest and the Shares corresponding to the RSUs (or, if applicable, the consideration corresponding to Acquirer RSUs) are distributed to the Participant. In the event that

Restricted Stock Units are converted into the CIC Cash-Out Amount pursuant to Section 3(b)(i)(A) hereof, the Cash Account that relates to such Restricted Stock Units shall be added to the CIC Cash-Out Amount and shall be paid to the Participant in accordance with Section 5(b) hereof.

(c) Stock Dividends. As of each date on which the Company pays a stock dividend with respect to its Shares, the Shares corresponding to the Restricted Stock Units shall be increased by the stock dividend that would have been payable with respect to the Shares that correspond to the Restricted Stock Units, and shall be subject to the same vesting requirements as the Restricted Stock Units, to which they relate, and to the extent vested, shall be distributed at the same time as Shares corresponding to vested Restricted Stock Units are distributed

7. No Assignment of RSUs. The Participant may not, directly or indirectly, sell, pledge or otherwise transfer any Restricted Stock Units or Acquirer RSUs or any rights with respect to the Cash Account or, if applicable, the CIC Cash-Out Amount.

8. Registration Statement. The Participant acknowledges and agrees that the Company has filed a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933 (the “1933 Act”) to register the Shares under the 1933 Act. The Participant acknowledges receipt of the Prospectus prepared by the Company in connection with the Registration Statement. Prior to conversion of the RSUs into Shares, or exercise of any substituted option, the Participant shall execute and deliver to the Company such representations in writing as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities law.

9. Taxes; Potential Forfeiture.

(a) Payment of Taxes. On or prior to the date on which any Shares corresponding to any vested Restricted Stock Units (or, if applicable, consideration in respect of Acquirer RSUs) are delivered or cash attributable to the Participant’s vested Cash Account or, if applicable, the CIC Cash-Out Amount, is paid, the Participant shall remit to the Company an amount sufficient to satisfy any applicable federal, state, local and foreign withholding or other applicable taxes. No Shares corresponding to any Restricted Stock Units (or, if applicable, consideration corresponding to Acquirer RSUs) which have vested, or any cash attributable to the Participant’s Cash Account or, if applicable, the CIC Cash-Out Amount, shall be delivered or paid to the Participant until the foregoing obligation has been satisfied.

(b) Alternative Payment Methods and Company Rights. The Company may, at its option, permit the Participant to satisfy his or her obligations under this Section 9, by tendering to the Company a portion of the Shares (or, if applicable, consideration in respect of Acquirer RSUs) that otherwise would be delivered to the Participant pursuant to the Restricted Stock Unit (or, if applicable, Acquirer RSUs). In the event that the Participant fails to satisfy his or her obligations under this Section 9, the Participant agrees that the Company shall have the right to satisfy such obligations on the Participant’s behalf by taking any one or more of the following actions (such actions to be in addition to any other remedies available to the Company): (1) withholding payment of salary, bonuses or any other amounts payable to the

Participant (e.g., expense reimbursements), (2) selling all or a portion of the Shares underlying the Restricted Stock Units (or, if applicable, consideration underlying Acquirer RSUs) in the open market, or (3) withholding and cancelling all or a portion of the Shares corresponding to the vested Restricted Stock Units (or, if applicable, consideration corresponding to Acquirer RSUs). Any acquisition of Shares corresponding to Restricted Stock Units (or, if applicable, consideration corresponding to Acquirer RSUs) by the Company as contemplated hereby is expressly approved by the Committee as part of the approval of this Agreement.

(c) Forfeiture for Failure to Pay Taxes. If and to the extent that the Participant fails to satisfy his or her obligations under this Section 9 and the Company does not exercise its right to satisfy those obligations under the preceding paragraph with respect to any RSUs (or, if applicable, Acquirer RSUs) or any portion of the vested Cash Account or, if applicable, the CIC Cash-Out Amount, within 30 days after the date on which the Shares corresponding to the vested RSUs (or, if applicable, the consideration corresponding to vested Acquirer RSUs) or vested Cash Account or, if applicable, the CIC Cash-Out Amount otherwise would be delivered pursuant to Section 5(a) or (c) hereof or within 30 days after the date on which the vested Cash Account or, if applicable, the CIC Cash-Out Amount, otherwise would be paid pursuant to Sections 5 and 6(b) hereof, as applicable, the Participant immediately shall forfeit any rights with respect to the portion of the RSUs (or, if applicable, Acquirer RSUs) or vested Cash Account or, if applicable, the CIC Cash-Out Amount to which such failure relates.

10. No Effect on Employment. Except as otherwise provided in the Employment Agreement, the Participant’s employment with the Company and any Subsidiary is on an at-will basis only. Accordingly, subject to the terms of such Employment Agreement, nothing in this Agreement or the Plan shall confer upon the Participant any right to continue to be employed by the Company or any Subsidiary, or shall interfere with or restrict in any way the rights of the Company or any Subsidiary, which are hereby expressly reserved, to terminate the employment of the Participant at any time for any lawful reason whatsoever or for no reason, with or without Cause and with or without notice. Such reservation of rights can be modified only in an express written contract executed by a duly authorized officer of the Company.

11. Other Benefits. Except as provided below, nothing contained in this Agreement shall affect the Participant’s right to participate in and receive benefits under and in accordance with the then current provisions of any pension, insurance or other employee welfare plan or program of the Company or any Subsidiary.

12. Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

13. Plan Governs. This Agreement is subject to all of the terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan shall govern.

of, in connection with, or in relation to this Agreement or any amendments hereof, or any breach or default hereunder, shall be submitted to, and determined and settled by, litigation in the state or federal courts in Miami-Dade County, Florida. Each of the parties hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Miami-Dade County, Florida. Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any litigation in Miami-Dade County, Florida.

15. Committee Authority. The Committee shall have all discretion, power, and authority to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Participant, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

16. Captions. The captions provided herein are for convenience only and are not to serve as a basis for the interpretation or construction of this Agreement.

17. Agreement Severable. In the event that any provision in this Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement.

18. Miscellaneous. This Agreement constitutes the entire understanding of the parties on the subjects covered. The Participant expressly warrants that he or she is not executing this Agreement in reliance on any promises, representations or inducements other than those contained herein. This Agreement and the Plan can be amended or terminated by the Company to the extent permitted under the Plan. Amendments hereto shall be effective only if set forth in a written statement or contract executed by a duly authorized member of the Committee. The Participant shall at any time and from time to time after the date of this Agreement, do, execute, acknowledge, and deliver, or will cause to be done, executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers, conveyances, powers of attorney, receipts, acknowledgments, acceptances and assurances as may reasonably be required to give effect to the terms hereof, or otherwise to satisfy and perform Participant’s obligations hereunder.

19. Compliance with Section 409A.

(a) If and to the extent that the Committee believes that the Restricted Stock Units (including, if applicable, the Acquirer RSUs) or rights to the Cash Account or, if applicable, the CIC Cash-Out Amount, may constitute a “nonqualified deferred compensation plan” under Section 409A, the terms and conditions set forth in this Agreement (and/or the provisions of the Plan applicable thereto) shall be interpreted in a manner consistent with the applicable requirements of Section 409A, and the Committee, in its sole discretion and without the consent of the Participant, may amend this Agreement (and the provisions of the Plan

applicable thereto) if and to the extent that the Committee determines necessary or appropriate to comply with applicable requirements of Section 409A.

(b) If and to the extent required to comply with Section 409A:

(i) Payments or delivery of Shares (or, if applicable, consideration in respect of Acquirer RSUs) or cash in respect of the Participant’s Cash Account or, if applicable, the CIC Cash-Out Amount, under this Agreement may not be made earlier than (u) the Participant’s Separation from Service, (v) the date the Participant incurs a Section 409A Disability, (w) the Participant’s death or (x) a “specified time (or pursuant to a fixed schedule)” specified in this Agreement at the date of the deferral of such compensation;

(ii) The time or schedule for any payment of the deferred compensation may not be accelerated, except to the extent provided in applicable Treasury Regulations or other applicable guidance issued by the Internal Revenue Service; and

(iii) If the Participant is a “specified employee”, a distribution on account of a Separation from Service may not be made before the date which is six months after the date of the Participant’s Separation from Service (or, if earlier, the date of the Participant’s death).

For purposes of the foregoing, the terms in quotations shall have the same meanings as those terms have for purposes of Section 409A, and the limitations set forth herein shall be applied in such manner (and only to the extent) as shall be necessary to comply with any requirements of Section 409A that are applicable to this Agreement.

(c) Notwithstanding the foregoing, the Company does not make any representation to the Participant that any consideration awarded pursuant to this Agreement is exempt from, or satisfies, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold harmless the Participant or any beneficiary for any tax, additional tax, interest or penalties that the Participant or any beneficiary may incur in the event that any provision of this Agreement, or any amendment or modification thereof, or any other action taken with respect thereto, that either is consented to by the Participant or that the Company reasonably believes should not result in a violation of Section 409A, is deemed to violate any of the requirements of Section 409A.

20. Unfunded Agreement. The rights of the Participant under this Agreement with respect to the Company’s obligation to distribute Shares corresponding to vested RSUs (or, if applicable, consideration in respect of Acquirer RSUs) and the value of the Participant’s vested Cash Account or, if applicable, the CIC Cash-Out Amount, if any, shall be unfunded and shall not be greater than the rights of an unsecured general creditor of the Company.

21. Stock Retention Policy. The Participant understands that the Committee has adopted a policy that requires the Participant to retain ownership of half (50%) of the Shares acquired by Participant hereunder (net of the number of Shares which would need to be sold to satisfy any applicable taxes owed upon conversion), for a period of five (5) years after issuance of such Shares (or until the Participant’s employment with, and services for, the Company and its

Subsidiaries terminates, if earlier). The Participant agrees to comply with such policy, and any modifications thereof that may be adopted by the Committee from time to time.

22. Stock Ownership Policy. The Participant understands that the Committee has adopted a policy that requires the Participant to own a multiple of the Participant’s base salary, determined by leadership level, in Common Stock. The Participant agrees to comply with such policy and any modifications thereof that may be adopted by the Committee from time to time.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Grant Date.

		WORLD FUEL SERVICES CORPORATION

		By:

		Name:

		Title:

		PARTICIPANT

		Signature:
		Print Name:		Michael S. Clementi

Exhibit 10.4

RESTRICTED STOCK UNIT GRANT AGREEMENT

1. Grant of Award. The Compensation Committee (the “Committee”) of the Board of Directors of World Fuel Services Corporation, a Florida corporation (the “Company”) has awarded to (the “Participant”), effective as of (the “Grant Date”), restricted stock units (the “RSUs”) corresponding to the same number of shares (the “Shares”) of the Company’s common stock, par value US$0.01 per share (the “Common Stock”). The RSUs have been granted under the Company’s 2006 Omnibus Plan, as amended and restated (the “Plan”), which is incorporated herein for all purposes, and the grant of RSUs shall be subject to the terms, provisions and restrictions set forth in this Agreement and the Plan. As a condition to entering into this Agreement, and as a condition to the issuance of any Shares (or any other securities of the Company), the Participant agrees to be bound by all of the terms and conditions set forth in this Agreement and in the Plan.

(a) “Cause” means “Cause” as defined in the Participant’s Employment Agreement or Severance Agreement, or in the absence of such definition:

(i) the failure by the Participant to perform, in a reasonable manner, his or her duties as assigned by the Company or any Subsidiary,

(ii) any violation or breach by the Participant of his Employment Agreement, Severance Agreement or other similar agreement with the Company or any Subsidiary, if any,

(iii) any violation or breach by the Participant of any non-competition, non-solicitation, non-disclosure and/or other similar agreement with the Company or any Subsidiary,

(iv) any violation or breach by the Participant of the Company’s Code of Corporate Conduct and Ethics or any other Company policy,

(v) any act by the Participant of dishonesty or bad faith with respect to the Company or any Subsidiary,

(vi) use of alcohol, drugs or other similar substances in a manner that adversely affects the Participant’s work performance, or

(viii) the commission by the Participant of any act, misdemeanor, or crime reflecting unfavorably upon the Participant or the Company or any Subsidiary.

The good faith determination by the Committee of whether the Participant’s employment or service was terminated for “Cause” shall be final and binding for all purposes hereunder.

(b) “Disability” means “Disability” as defined in the Participant’s Employment Agreement or Severance Agreement, or in the absence of such definition, the inability of the Participant, due to illness, accident or any other physical or mental incapacity, to perform his or her employment duties for the Company and its Subsidiaries for an aggregate of one hundred eighty (180) days within any period of twelve (12) consecutive months.

(c) “Employment Agreement” means any employment agreement between the Company and the Participant that is in effect at the time as of which the Participant’s rights under this Agreement are being determined.

(d) “Good Reason” means “Good Reason” as defined in the Participant’s Employment Agreement or Severance Agreement, if any.

(e) “Severance Agreement” means any severance agreement between the Company and the Participant that is in effect at the time as of which the Participant’s rights under this Agreement are being determined.

(f) “Termination Date” means the date on which the Participant is no longer an employee of the Company or any Subsidiary.

3. Vesting and Forfeiture of Shares.

(a) Subject to the provisions of this Section 3, if the Participant is continuously employed by the Company or any Subsidiary from the Grant Date through and until the dates (the “Vesting Date”) set forth in the vesting schedule attached hereto as Exhibit A (the “Vesting Schedule”), then the RSUs shall become vested as set forth in the Vesting Schedule on the applicable Vesting Date. Except as otherwise provided in this Section 3, there shall be no proportionate or partial vesting of the RSUs prior to the applicable Vesting Date.

(b) The vesting of the RSUs shall be accelerated if and to the extent provided in this Section 3(b):

(i) The RSUs shall immediately vest upon the occurrence of a Change of Control of the Company while the Participant is employed by the Company or any Subsidiary. Notwithstanding the foregoing, if in the event of a Change of Control the successor company assumes or substitutes the RSUs as of the date of the Change of Control, then the vesting of the RSUs that are assumed or substituted shall not be so accelerated as a result of such Change of Control. For this purpose, the RSUs shall be considered assumed or substituted only if (1) the RSUs that are assumed or substituted vest at the times that such RSUs would vest pursuant to this Agreement, and (2) following the Change of Control, the RSUs confer the right to receive for each unvested RSU held immediately prior to the Change of Control, the consideration (whether stock, cash or other securities or property) received by holders of Shares in the transaction constituting a Change of Control for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the transaction constituting a Change of Control is not solely common stock of the successor company or its parent or subsidiary, the Committee may, with the consent of the successor company or its parent or subsidiary, provide that the consideration to be received upon the vesting of any RSU will be solely common stock of the successor company or

its parent or subsidiary substantially equal in fair market value to the per share consideration received by holders of Shares in the transaction constituting a Change of Control. The determination of such substantial equality of value of consideration shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding.

(ii) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated prior to the Vesting Date due to the Participant’s death or Disability, the Participant shall immediately vest in a pro-rated portion of the RSUs that would have vested if the Participant had remained employed by the Company or any Subsidiary through the next applicable Vesting Date following the Participant’s death or Disability, and the balance of the RSUs shall be immediately forfeited.

(iii) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated prior to the Vesting Date (x) by the Company and its Subsidiaries without Cause or (y) by the Executive with Good Reason, the pro-rated portion of the RSUs shall immediately vest. Any RSUs in excess of the pro-rated portion shall be immediately forfeited upon the Termination Date.

(c) For purposes of clauses (b)(ii) and (b)(iii), the pro-rated portion shall be calculated by multiplying the number of RSUs by a fraction, the numerator of which shall be the number of days which have elapsed between the most recent elapsed Vesting Date and the Termination Date, and the denominator of which shall be the total number of days between the most recent elapsed Vesting Date and the Vesting Date following the Participant’s death or Disability; provided, however, that if the Termination Date occurs before the first Vesting Date set forth in the Vesting Schedule, then the numerator shall be the number of days which have elapsed between the Grant Date and the Termination Date, and the denominator shall be the total number of days between the Grant Date and the next applicable Vesting Date following the Termination Date.

(d) In the event that the Participant’s employment with the Company or any Subsidiary is terminated prior to the applicable Vesting Date by the Company or any Subsidiary for Cause or by the Participant without Good Reason, then the Participant shall immediately forfeit all of the unvested RSUs. Termination of employment with the Company to accept immediate re-employment with a Subsidiary, or vice-versa, or termination of employment with a Subsidiary to accept immediate re-employment with a different Subsidiary, shall not be deemed termination of employment for purposes of this Section 3.

5. Settlement of RSUs.

(a) Delivery of Stock. The Company shall deliver the Shares corresponding to the vested RSUs to the Participant within 30 days of the applicable Vesting Date.

(b) Acceleration of Delivery upon a Change of Control. In the event that a Change of Control occurs and such Change of Control satisfies the requirements of Section 409A(a)(2)(A)(v) of the Internal Revenue Code (the “Code”), then the Company shall deliver to the Participant the Shares corresponding to the RSUs upon the occurrence of or immediately after such Change in Control, unless the successor company will assume or substitute another award for the award covered by this Agreement in the manner described in Section 3(b) hereof in connection with such Change of Control.

(c) Death of Participant. By written notice to the Company’s Secretary, the Participant may designate a beneficiary or beneficiaries to whom any vested RSUs shall be transferred upon the death of the Participant. In the absence of such designation, or if no designated beneficiary survives Participant, such vested RSUs shall be transferred to the legal representative of the Participant’s estate. No such transfer of the RSUs, or the right to the Shares corresponding to such RSUs or the conversion of any portion thereof into Common Stock, shall be effective to bind the Company unless the Committee shall have been furnished with written notice thereof and with a copy of the will and/or such evidence as the Committee deems necessary to establish the validity of such transfer or right to convert, and an agreement by the transferee, administrator, or executor (as applicable) to comply with all the terms of this Agreement that are or would have been applicable to the Participant and to be bound by the acknowledgements made by the Participant in connection with this grant.

(d) Settlement Conditioned Upon Satisfaction of Tax Obligations. Notwithstanding the foregoing, the Company’s obligation to deliver Shares pursuant to this Section 5 shall be subject to, and conditioned upon, satisfaction of the Participant’s obligations relating to the applicable federal, state, local and foreign withholding or other taxes pursuant to Section 9 hereof.

6. Rights with Respect to Shares Represented by RSUs.

(b) Dividend Equivalents.

(i) Cash Dividends. As of each date on which the Company pays a cash dividend with respect to its Shares, the Company shall credit to a bookkeeping account (the “Cash Account”) for the Participant an amount equal to the cash dividend that would have been payable with respect to the Shares corresponding to the RSUs, excluding any RSUs which have been forfeited, as if those Shares had been issued and outstanding as of the dividend payment date. Upon the vesting of any RSUs hereunder, the Participant shall vest in and have the right to receive that portion of the Cash Account which relates to any such vested RSUs. The value of the Participant’s Cash Account shall vest and be distributable to the Participant at the same time as the Shares corresponding to the vested RSUs are distributed to the Participant.

(ii) Stock Dividends. As of each date on which the Company pays a stock dividend with respect to its Shares, the Shares corresponding to the RSUs shall be increased by the stock dividend that would have been payable with respect to the Shares that correspond to the RSUs, and shall be subject to the same vesting requirements as the RSUs to which they relate and, to the extent vested, shall be distributed at the same time as the Shares corresponding to the vested RSUs are distributed.

7. Transfers. The Participant may not, directly or indirectly, sell, pledge or otherwise transfer any RSUs or any rights with respect to the Cash Account.

8. Registration Statement. The Participant acknowledges and agrees that the Company has filed a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “1933 Act”), to register the Shares under the 1933 Act. The Participant acknowledges receipt of the Prospectus prepared by the Company in connection with the Registration Statement. Prior to conversion of the RSUs into Shares, the Participant shall execute and deliver to the Company such representations in writing as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities law.

9. Taxes; Potential Forfeiture.

(a) Payment of Taxes. On or prior to the date on which any Shares corresponding to any vested RSUs are delivered or the Participant’s vested Cash Account is paid, the Participant shall remit to the Company an amount sufficient to satisfy any applicable federal, state, local and foreign withholding or other taxes. No certificate for any Shares corresponding to any RSUs which have vested, uncertificated Shares, or any cash attributable to the Participant’s Cash Account, shall be delivered or paid to the Participant until the foregoing obligation has been satisfied.

(b) Alternative Payment Methods and Company Rights. The Company may, at its option, permit the Participant to satisfy his or her obligations under this Section 9, by tendering to the Company a portion of the Shares that otherwise would be delivered to the Participant pursuant to the RSUs. In the event that the Participant fails to satisfy his or her obligations under this Section 9, the Participant agrees that the Company shall have the right to satisfy such obligations on the Participant’s behalf by taking any one or more of the following actions (such actions to be in addition to any other remedies available to the Company): (1) withholding payment of any fees or any other amounts payable to the Participant (2) selling all or a portion of the Shares underlying the RSUs in the open market, or (3) withholding and canceling all or a portion of the Shares corresponding to the vested RSUs. Any acquisition of Shares corresponding to RSUs by the Company as contemplated hereby is expressly approved by the Committee as part of the approval of this Agreement.

(c) Forfeiture for Failure to Pay Taxes. If and to the extent that (i) the Participant fails to satisfy his or her obligations under this Section 9 and (ii) the Company does not exercise its right to satisfy those obligations under the preceding sentence with respect to any RSUs or any portion of the vested Cash Account within 30 days after the date on which the Shares corresponding to the vested RSUs or vested Cash Account otherwise would be delivered pursuant to Section 5(a), (b) or (c) hereof or within 30 days after the date on which the vested Cash Account otherwise would be paid pursuant to Section 6(b) hereof, as applicable, the

Participant immediately shall forfeit any rights with respect to the portion of the RSUs or vested Cash Account to which such failure relates.

10. No Effect on Employment. Except as otherwise provided in the Participant’s Employment Agreement, if any, the Participant’s employment with the Company and any Subsidiary is on an at-will basis only. Accordingly, subject to the terms of such Employment Agreement, nothing in this Agreement or the Plan shall confer upon the Participant any right to continue to be employed by the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company or any Subsidiary, which are hereby expressly reserved, to terminate the employment of the Participant at any time for any lawful reason whatsoever or for no reason, with or without cause and with or without notice. Such reservation of rights can be modified only in an express written contract executed by a duly authorized officer of the Company.

11. Stock Retention Policy. The Participant understands that the Committee has adopted a policy that requires the Participant to retain ownership of one-half (50%) of the Shares underlying the RSUs acquired by the Participant hereunder (net of the number of Shares which would need to be sold to satisfy any applicable taxes owed upon vesting), for a period of five (5) years after vesting of such Shares (or until the Participant’s employment with, and services for, the Company and its Subsidiaries terminates, if earlier). The Participant agrees to comply with such policy and any modifications thereof that may be adopted by the Committee from time to time.

12. Stock Ownership Policy. The Participant understands that the Committee has adopted a policy that requires the Participant to own a multiple of the Participant’s base salary, determined by leadership level, in Common Stock. The Participant agrees to comply with such policy and any modifications thereof that may be adopted by the Committee from time to time.

13. Other Benefits. Except as provided below, nothing contained in this Agreement shall affect the Participant’s right to participate in and receive benefits under and in accordance with the then current provisions of any pension, insurance or other employee welfare plan or program of the Company or any Subsidiary.

14. Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

15. Plan Governs. This Agreement is subject to all of the terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan shall govern.

16. Governing Law/Jurisdiction. The validity and effect of this Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Florida, without regard to any conflict-of-law rule or principle that would give effect to the laws of another jurisdiction. Any dispute, controversy, or question of interpretation arising under, out of, in connection with, or in relation to this Agreement or any amendments hereof, or any breach or default hereunder, shall be submitted to, and determined and settled by, litigation in the state or federal courts in Miami-Dade County, Florida. Each of the parties hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Miami-Dade County, Florida.

Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any litigation in Miami-Dade County, Florida.

17. Committee Authority. The Committee shall have all discretion, power, and authority to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Participant, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

18. Captions. The captions provided herein are for convenience only and are not to serve as a basis for the interpretation or construction of this Agreement.

19. Agreement Severable. In the event that any provision in this Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement.

20. Miscellaneous. This Agreement constitutes the entire understanding of the parties on the subjects covered. The Participant expressly warrants that he or she is not executing this Agreement in reliance on any promises, representations, or inducements other than those contained herein. This Agreement and the Plan can be amended or terminated by the Company to the extent permitted under the Plan. Amendments hereto shall be effective only if set forth in a written statement or contract executed by a duly authorized member of the Committee. The Participant shall at any time and from time to time after the date of this Agreement, do, execute, acknowledge, and deliver, or will cause to be done, executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers, conveyances, powers of attorney, receipts, acknowledgments, acceptances and assurances as may reasonably be required to give effect to the terms hereof, or otherwise to satisfy and perform Participant’s obligations hereunder.

21. Compliance with Section 409A.

(a) If and to the extent that the Committee believes that the RSUs or rights to the Cash Account may constitute a “nonqualified deferred compensation plan” under Section 409A of the Code, the terms and conditions set forth in this Agreement (and/or the provisions of the Plan applicable thereto) shall be interpreted in a manner consistent with the applicable requirements of Section 409A of the Code, and the Committee, in its sole discretion and without the consent of the Participant, may amend this Agreement (and the provisions of the Plan applicable thereto) if and to the extent that the Committee determines necessary or appropriate to comply with applicable requirements of Section 409A of the Code.

(b) If and to the extent required to comply with Section 409A of the Code:

(i) Payments or delivery of Shares under this Agreement may not be made earlier than (u) the Participant’s “separation from service”, (v) the date the Participant becomes “disabled”, (w) the Participant’s death, (x) a “specified time (or pursuant to a fixed schedule)” specified in this Agreement at the date of the deferral of such compensation, or (y) a

“change in the ownership or effective control” of the corporation, or in the “ownership of a substantial portion of the assets” of the corporation;

(iii) If the Participant is a “specified employee”, a distribution on account of a “separation from service” may not be made before the date which is six months after the date of the Participant’s “separation from service” (or, if earlier, the date of the Participant’s death).

For purposes of the foregoing, the terms in quotations shall have the same meanings as those terms have for purposes of Section 409A of the Code, and the limitations set forth herein shall be applied in such manner (and only to the extent) as shall be necessary to comply with any requirements of Section 409A of the Code that are applicable to this Agreement.

(c) Notwithstanding the foregoing, the Company does not make any representation to the Participant that the RSUs awarded pursuant to this Agreement are exempt from, or satisfy, the requirements of Section 409A of the Code, and the Company shall have no liability or other obligation to indemnify or hold harmless the Participant or any beneficiary for any tax, additional tax, interest or penalties that the Participant or any beneficiary may incur in the event that any provision of this Agreement, or any amendment or modification thereof, or any other action taken with respect thereto, that either is consented to by the Participant or that the Company reasonably believes should not result in a violation of Section 409A of the Code, is deemed to violate any of the requirements of Section 409A of the Code.

22. Unfunded Agreement. The rights of the Participant under this Agreement with respect to the Company’s obligation to distribute Shares corresponding to vested RSUs and the value of the Participant’s vested Cash Account, if any, shall be unfunded and shall not be greater than the rights of an unsecured general creditor of the Company.

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Grant Date.

		WORLD FUEL SERVICES CORPORATION

		By:

		Name:

		Title:


		PARTICIPANT

		Signature:

		Print Name:

EXHIBIT “A”

VESTING SCHEDULE

[intentionally left blank]

Exhibit 10.5

RESTRICTED STOCK GRANT AGREEMENT

1. Grant of Award. The Compensation Committee (the “Committee”) of the Board of Directors of World Fuel Services Corporation, a Florida corporation (the “Company”) has awarded to (the “Participant”), effective as of , 201[1] (the “Grant Date”), shares (the “Restricted Stock”) of the Company’s common stock, par value US$0.01 per share (the “Common Stock”). The shares of Restricted Stock have been granted under the Company’s 2006 Omnibus Plan (the “Plan”), which is incorporated herein for all purposes, and the grant of Restricted Stock shall be subject to certain transfer restrictions, forfeiture provisions and other terms and conditions set forth in this Agreement and the Plan. As a condition to entering into this Agreement and as a condition to the issuance of any shares of Common Stock (or any other securities of the Company), the Participant agrees to be bound by all of the terms and conditions set forth in this Agreement and in the Plan.

(a) “Cause” means:

(i) the failure by the Participant to perform, in a reasonable manner, his or her duties as assigned by the Company or any Subsidiary;

(ii) any violation or breach by the Participant of his or her employment agreement, consulting or other similar agreement with the Company or any Subsidiary, if any;

(iii) any violation or breach by the Participant of any non-competition, non-solicitation, non-disclosure and/or other similar agreement with the Company or any Subsidiary;

(iv) any violation or breach by the Participant of the Company’s Code of Corporate Conduct and Ethics or any other Company policy;

(v) any act by the Participant of dishonesty or bad faith with respect to the Company or any Subsidiary;

(vi) use of alcohol, drugs or other similar substances in a manner that adversely affects the Participant’s work performance; or

(vii) the commission by the Participant of any act, misdemeanor or crime reflecting unfavorably upon the Participant or the Company or any Subsidiary.

The good faith determination by the Committee of whether the Participant’s employment or service was terminated for “Cause” shall be final and binding for all purposes hereunder. Notwithstanding the foregoing, the definition of “Cause” shall, following a

Change of Control, be modified so that (x) clause (i) shall no longer be applicable, (y) the Participant shall not be terminated for Cause pursuant to clause (ii), (iii) or (iv) unless the applicable violation or breach is material and (z) the Participant shall not be terminated for Cause pursuant to clause (vii) for applicable acts that do not constitute misdemeanors or crimes.

(b) “Disability” means the inability of the Participant, due to illness, accident or any other physical or mental incapacity, to perform his or her employment duties for the Company and its Subsidiaries for an aggregate of one hundred eighty (180) days within any period of twelve (12) consecutive months.

(i) the assignment to the Participant of any duties inconsistent in any material respect with the Participant’s position (including status, title and reporting requirements), authority, duties or responsibilities or any other action by the Company that results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose any action not taken in bad faith and which is remedied by the Company promptly after notice thereof given by the Participant;

(ii) any reduction in, or failure to pay, the Participant’s base salary, other than a reduction or failure that is remedied by the Company within 15 days after notice thereof given by the Participant;

(iii) any failure by the Company to provide the Participant with bonus and equity opportunities, or employee benefits and perquisites in the aggregate, that are not less than those provided to the Participant in the calendar year immediately preceding the Change in Control, other than a failure not occurring in bad faith and that is remedied by the Company within 15 days after receipt of notice thereof given by the Participant; or

(iv) the Company’s requiring the Participant to be based at any office or location outside of Miami-Dade or Broward County, Florida, except for travel reasonably required in the performance of the Participant’s responsibilities, consistent with the Participant’s position.

Notwithstanding anything to the contrary contained herein, the Participant shall not be entitled to terminate employment and be eligible to vest in the portion of the Restricted Stock described in Section 3(b)(iii) of this Agreement as the result of the occurrence of any event of the foregoing events unless, within 90 days following the occurrence of such event, the Participant provides written notice to the Company of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. The Company will have 30 days from the receipt of such notice (such period, the “Cure Period”) within which to cure the circumstances giving rise to Good Reason. If, during the Cure Period, such event is remedied, then the Participant shall not

be permitted to terminate employment and be eligible to vest in the portion of the Restricted Stock described in Section 3(b)(iii) of this Agreement as a result of such Good Reason. If, at the end of the Cure Period, the circumstances giving rise to Good Reason have not been remedied, the Participant shall be entitled to terminate employment as a result of such Good Reason during the 45 day period that follows the end of the Cure Period. If the Participant does not terminate employment during such 45 day period, the Participant shall not be permitted to terminate employment and be eligible to vest in the portion of the Restricted Stock described in Section 3(b)(iii) of this Agreement as a result of such Good Reason.

(d) “Termination Date” means the date on which the Participant is no longer an employee of the Company or any Subsidiary.

3. Vesting and Forfeiture of Shares. (a) Subject to the provisions of this Section 3, if the Participant is continuously employed by the Company or any Subsidiary from the Grant Date through and until the dates set forth in the vesting schedule (each, a “Vesting Date”) attached hereto as Exhibit A (the “Vesting Schedule”), then the Restricted Stock shall become vested on the applicable Vesting Date as set forth in the Vesting Schedule. Except as otherwise provided in this Section 3, there shall be no proportionate or partial vesting of the Restricted Stock prior to the applicable Vesting Date.

(b) The vesting of the Restricted Stock shall be accelerated if and to the extent provided in this Section 3(b):

(i) The Restricted Stock shall immediately vest upon the occurrence of a Change of Control of the Company while the Participant is employed by the Company or any Subsidiary. Notwithstanding the foregoing, if in the event of a Change of Control the successor company assumes or substitutes the Restricted Stock as of the date of the Change of Control, then the vesting of the Restricted Stock that are assumed or substituted shall not be so accelerated as a result of such Change of Control. For this purpose, the Restricted Stock shall be considered assumed or substituted only if (1) the Restricted Stock that is assumed or substituted vests at the times that such Restricted Stock would vest pursuant to this Agreement and (2) immediately following the Change of Control, the Participant’s shares of Restricted Stock will be converted into shares of common stock of the successor company or its parent or subsidiary substantially equal in fair market value (on a per share basis) to the per share consideration received by holders of shares of Common Stock in the transaction constituting a Change of Control. The determination of such substantial equality of value of consideration shall be made by the Committee in its sole discretion, and its determination shall be conclusive and binding.

(ii) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated due to the Participant’s death or Disability prior to the Vesting Date and (A) prior to a Change of Control, the Participant shall immediately vest upon the Termination Date in a pro-rated portion of the

Restricted Stock determined in accordance with Section 3(c) hereof, and the balance of the Restricted Stock shall be immediately forfeited upon the Termination Date, or (B) following a Change of Control, the Participant shall immediately vest upon the Termination Date in all outstanding Restricted Stock to the extent unvested as of the Termination Date. The Restricted Stock that vests on the Termination Date following a Change of Control pursuant to Section 3(b)(ii)(B) hereof shall become transferable.

(iii) (A) Except as otherwise set forth in this Section 3(b)(iii), in the event that the Participant’s employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Participant for Good Reason, prior to the Vesting Date and (x) prior to a Change of Control, the Participant shall immediately become eligible to vest upon the Termination Date in a pro-rated portion of the Restricted Stock determined in accordance with Section 3(c) hereof, and the balance of the Restricted Stock shall immediately be forfeited upon the Termination Date, or (y) following a Change of Control, the Participant shall immediately become eligible to vest upon the Termination Date in the Restricted Stock to the extent unvested as of the Termination Date. Notwithstanding the foregoing, the Restricted Stock that would otherwise vest pursuant to this Section 3(b)(iii) shall be forfeited in the event that the Participant (I) fails to execute a separation agreement, substantially in the form attached hereto as Exhibit B (the “Separation Agreement”), within 50 days following the Termination Date, (II) rescinds such Separation Agreement pursuant to the terms thereof or (III) engages in conduct that constitutes a breach of the Separation Agreement. The Restricted Stock that becomes eligible to vest on the Termination Date following a Change of Control pursuant to Section 3(b)(iii)(A)(y) hereof will vest immediately upon a termination described in this Section 3(b)(iii)(A) and shall become transferable.

(B) All Restricted Stock that shall become eligible to vest in accordance with Section 3(b)(iii)(A) hereof shall be subject to applicable tax withholding and reporting requirements in connection with the termination of the Participant’s employment. All Shares resulting from vesting of Restricted Stock prior to a Change of Control pursuant to Section 3(b)(iii)(A)(x), other than any Shares that the Company determines to withhold pursuant to Section 7 hereof in order to satisfy applicable tax withholding requirements or that the Company permits a Participant to tender to the Company pursuant to Section 7 in order to satisfy such applicable tax withholding requirements (all such Shares that are not so withheld or tendered, the “Remaining Shares”), shall remain subject to the restrictions set forth in the Separation Agreement during the period (the “Restriction Period”) ending on the later of (x) the next applicable Vesting Date following the Termination Date and (y) second anniversary of the Termination Date (the last day of such Restriction Period, the “Restriction Lapse Date”). Accordingly, prior to the Restriction Lapse Date, neither the Participant nor any of the Participant’s creditors or beneficiaries will have the right to subject the Remaining

Shares to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, hedge, exchange, attachment or garnishment or any similar transaction. In the event that the Participant breaches any term of the Separation Agreement, which is incorporated herein by reference, during the Restriction Period, all outstanding Remaining Shares shall be forfeited and canceled.

(C) In the event that the Participant dies during the Restriction Period, all the transfer restrictions set forth in Section 3(b)(iii) of this Agreement shall lapse as of the date of the Participant’s death. In the event of a Change of Control, the transfer restrictions set forth in Section 3(b)(iii) of this Agreement shall, to the extent determined by the Company in its sole discretion, lapse as of the effective date of the Change of Control.

(D) Nothing in this Section 3 or this Agreement shall be deemed to limit or modify the non-competition, confidentiality or non-solicitation restrictions that the Participant is already subject to, which restrictions shall continue to be separately enforceable in accordance with their terms.

(c) For purposes of clause (b)(ii) and (b)(iii), the pro-rated portion shall be calculated by multiplying the number of shares of the Restricted Stock by a fraction, the numerator of which shall be the number of days which have elapsed between the Grant Date and the Termination Date, and the denominator of which shall be the total number of days between the Grant Date and the final Vesting Date set forth in the Vesting Schedule; provided, however, that if the Termination Date occurs after any Vesting Date set forth in the Vesting Schedule, then the pro-rated portion shall be reduced by the number of shares of Restricted Stock that vested prior to the Termination Date in accordance with the Vesting Schedule.

(d) In the event that the Participant’s employment with the Company or any Subsidiary is terminated prior to a Vesting Date for any reason other than the Participant’s death or Disability, by the Company and its Subsidiaries without Cause or by the Participant for Good Reason, then the Participant shall immediately forfeit all unvested shares of the Restricted Stock. Termination of employment with the Company in order to accept immediate re-employment with a Subsidiary, or vice-versa, or termination of employment with a Subsidiary in order to accept immediate re-employment with a different Subsidiary, shall not be deemed termination of employment for purposes of this Section 3.

4. Issuance of Shares; Adjustment. (a) Issuance. The shares of Restricted Stock granted under this Agreement shall be evidenced in such manner as the Committee may deem appropriate, including issuance of one or more stock certificates or book-entry registration. Any stock certificate or book entry credit issued or entered in respect of the Restricted Stock shall be registered in the name of the Participant and shall

bear an appropriate legend referring to the terms, conditions and restrictions applicable to the Restricted Stock, substantially in the following form:

“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the World Fuel Services Corporation 2006 Omnibus Plan, as amended and restated, and a Restricted Stock Grant Agreement, as well as the terms and conditions of applicable law. Copies of such Plan and Agreement are on file at the offices of World Fuel Services Corporation.”

The stock certificates or book entry credits evidencing the shares of Restricted Stock and Remaining Shares (which shall also contain the legend set forth above) shall be held in the custody of the Company until the restrictions thereon shall have lapsed and, if requested by the Company, as a condition of receiving the Restricted Stock , the Participant shall deliver to the Company a stock power, endorsed in blank, relating to such Restricted Stock. The Company shall remove the legend set forth above from the stock certificates or book entry credits evidencing the Restricted Stock or Remaining Shares upon the later of (i) vesting of the Restricted Stock pursuant to this Agreement and (ii) in the case of the Remaining Shares, the last day of the Restriction Period. If and when the shares of Restricted Stock or Remaining Shares (as applicable) are forfeited under the terms of this Agreement, the Company shall cancel the stock certificates or book entry credits related to such shares of Restricted Stock or Remaining Shares (as applicable). Notwithstanding the foregoing, the Company shall be entitled to hold the Restricted Stock until the Company shall have received from the Participant a duly executed Form W-9 or W-8, as applicable.

(b) Adjustments. The number of shares of Restricted Stock and Remaining Shares are subject to adjustment by the Committee in the event of any increase or decrease in the number of issued shares resulting from a subdivision or consolidation of the Common Stock, or any other increase or decrease in the number of Shares effected without receipt or payment of consideration by the Company.

5. Privileges of Stock Ownership. Except following the Participant’s death, neither the Participant nor any of the Participant’s creditors or beneficiaries will have the right to subject the Restricted Stock or Remaining Shares to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, hedge, exchange, attachment or garnishment or any similar transaction. The Participant shall be entitled to vote the shares of Restricted Stock and Remaining Shares and shall be entitled to receive the cash dividends payable on such shares of Restricted Stock and Remaining Shares (as applicable), so long as the Participant has not forfeited such shares as provided herein. Cash dividends payable with respect to the Restricted Stock or Remaining Shares (as applicable) shall be distributed to the Participant at the same time as such dividends are paid to regular holders of the Common Stock. Any additional Common Stock or other securities (“Additional Shares”) issued with respect to the unvested shares of Restricted Stock or Remaining Shares, as a result of a recapitalization, stock split, stock dividend or similar transaction, shall be held by the Company, added to any shares of Restricted Stock or Remaining Shares (as applicable) then held in the custody of the Company, and

shall be earned, vest and become transferable at the same time as the shares of Restricted Stock or Remaining Shares (as applicable) giving rise to such Additional Shares.

6. Compliance with Laws and Regulations. The Participant acknowledges and agrees that the Company has filed a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933 (the “1933 Act”) to register the shares of Restricted Stock under the 1933 Act. The Participant acknowledges receipt of the Prospectus prepared by the Company in connection with the Registration Statement.

7. Taxes. On or prior to the date that all (or any portion) of the shares of Restricted Stock vest, the Participant shall remit to the Company an amount sufficient to satisfy all Federal, state, local and foreign withholding or other applicable taxes. No legends applicable pursuant to Section 4 hereof to any shares of Restricted Stock shall be removed upon vesting of such Restricted Stock until the foregoing obligation has been satisfied. The Company may, at its option, permit the Participant to satisfy his or her obligations under this Section 7 by tendering to the Company a portion of the vested shares of Restricted Stock. In the event that the Participant fails to satisfy his or her obligations under this Section 7, the Participant agrees that the Company shall have the right to satisfy such obligations on the Participant’s behalf by taking any one or more of the following actions (such actions to be in addition to any other remedies available to the Company): (1) withholding payment of salary, bonus or any other amount payable to the Participant (e.g., expense reimbursements), (2) selling all or a portion of the vested shares of Restricted Stock in the open market or (3) withholding and canceling all or a portion of the vested shares of Restricted Stock. Any acquisition of vested shares of Restricted Stock by the Company as contemplated hereby is expressly approved by the Committee as part of the approval of this Agreement. The Participant agrees that the Company shall have the right to satisfy Federal, state, local and foreign withholding and other applicable taxes in respect of cash dividends payable on shares of Restricted Stock by withholding a portion of such cash dividends sufficient to satisfy such obligations. The tax consequences to the Participant (including without limitation Federal, state, local and foreign income tax consequences) with respect to the Restricted Stock (including without limitation the grant, vesting and/or forfeiture thereof), Remaining Shares (including, without limitation, the forfeiture thereof) and cash dividends with respect to the Restricted Stock and Remaining Shares are the sole responsibility of the Participant.

8. No Effect on Employment. Except as otherwise provided in the Participant’s employment agreement, if any, the Participant’s employment with the Company and any Subsidiary is at-will. Accordingly, subject to the terms of the Participant’s employment agreement, if any, nothing in this Agreement or the Plan shall confer upon the Participant any right to continue to be employed by the Company or any Subsidiary, or shall interfere with or restrict in any way the rights of the Company or any Subsidiary, which are hereby expressly reserved, to terminate the employment of the Participant at any time for any lawful reason whatsoever or for no reason, with or without Cause and with or without notice. Such reservation of rights can be modified only in an express written contract executed by a duly authorized officer of the Company.

9. Stock Retention Policy. The Participant shall retain ownership of one-half (50%) of the Restricted Stock acquired by the Participant hereunder (net of the number of Shares that the Company determines to withhold or that the Participant is permitted to tender, in each case, pursuant to Section 7 hereof to satisfy applicable tax withholding requirements), for a period of five (5) years after vesting of such Restricted Stock (or until the Participant’s employment with, and services for, the Company and its Subsidiaries terminate, if earlier). The Participant agrees to comply with such policy and any modifications thereof that may be adopted by the Committee from time to time. For the avoidance of doubt, this Section 9 shall not be construed as permitting the Participant to sell or otherwise transfer any Shares that constitute Remaining Shares prior to the applicable Restriction Lapse Date.

10. Stock Ownership Policy. The Participant understands that the Committee has adopted a policy that requires the Participant to own a multiple of the Participant’s base salary, determined by leadership level, in Common Stock. The Participant agrees to comply with such policy and any modifications thereof that may be adopted by the Committee from time to time.

12. Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

14. Governing Law/Jurisdiction. The validity and effect of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Florida, without regard to any conflict-of-law rule or principle that would give effect to the laws of another jurisdiction. Any dispute, controversy, or question of interpretation arising under, out of, in connection with, or in relation to this Agreement or any amendments hereof, or any breach or default hereunder, shall be submitted to, and determined and settled by, litigation in the state or Federal courts in Miami-Dade County, Florida. Each of the parties hereby irrevocably submits to the exclusive jurisdiction of the state and Federal courts sitting in Miami-Dade County, Florida. Each party hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any litigation in Miami-Dade County, Florida.

15. Committee Authority. The Committee shall have all discretion, power and authority to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith.

All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Participant, the Company and all other interested persons and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

16. Captions. The captions provided herein are for convenience only and are not to serve as a basis for the interpretation or construction of this Agreement.

18. Miscellaneous. This Agreement constitutes the entire understanding of the parties on the subjects covered. The Participant expressly warrants that he or she is not executing this Agreement in reliance on any promises, representations or inducements other than those contained herein. This Agreement and the Plan can be amended or terminated by the Company to the extent permitted under the Plan. Amendments hereto shall be effective only if set forth in a written statement or contract, executed by a duly authorized member of the Committee. The Participant shall at any time and from time to time after the date of this Agreement, do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers, conveyances, powers of attorney, receipts, acknowledgments, acceptances and assurances as may reasonably be required to give effect to the terms hereof or otherwise to satisfy and perform the Participant’s obligations hereunder.

19. Compliance with Section 409A. (a) It is intended that the Restricted Stock awarded pursuant to this Agreement and any cash dividends paid with respect thereto be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), because it is believed that the Agreement does not provide for a deferral of compensation and accordingly that the Agreement does not constitute a nonqualified deferred compensation plan within the meaning of Section 409A. The provisions of this Agreement shall be interpreted in a manner consistent with this intention, and the provisions of this Agreement may not be amended, adjusted, assumed or substituted for, converted or otherwise modified without the Participant’s prior written consent if and to the extent that the Company believes that such amendment, adjustment, assumption or substitution, conversion or modification would cause the award to violate the requirements of Section 409A. If and to the extent that the Company believes that the Restricted Stock or any cash dividends payable with respect thereto may constitute a “nonqualified deferred compensation plan” under Section 409A, the terms and conditions set forth in this Agreement (and/or the provisions of the Plan applicable thereto) shall be interpreted in a manner consistent with the applicable requirements of Section 409A, and the Company, in its sole discretion and without the consent of the Participant, may amend this Agreement (and the provisions of the Plan applicable thereto) if and to the extent that the Company determines necessary or appropriate to comply with applicable requirements of Section 409A.

(b) Notwithstanding the foregoing, the Company does not make any representation to the Participant that the shares of Restricted Stock or any cash dividends paid with respect thereto awarded pursuant to this Agreement are exempt from, or satisfy, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold harmless the Participant or any beneficiary for any tax, additional tax, interest or penalties that the Participant or any beneficiary may incur in the event that any provision of this Agreement, or any amendment or modification thereof, or any other action taken with respect thereto, that either is consented to by the Participant or that the Company reasonably believes should not result in a violation of Section 409A, is deemed to violate any of the requirements of Section 409A.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Grant Date.

		WORLD FUEL SERVICES CORPORATION,

		by

			Name:
			Title:


		PARTICIPANT

		Signature:
		Print Name:

EXHIBIT “A”

VESTING SCHEDULE

[ ] shares of Restricted Stock shall vest if the Participant remains continuously employed by the Company or a Subsidiary through and until March 15, 201[4].

[ ] shares of Restricted Stock shall vest if the Participant remains continuously employed by the Company or a Subsidiary through and until March 15, 201[5].

[ ] shares of Restricted Stock shall vest if the Participant remains continuously employed by the Company or a Subsidiary through and until March 15, 201[6].

Exhibit 10.6

AMENDMENT NO. 1 TO CREDIT AGREEMENT

THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of July 28, 2011 is made by and among WORLD FUEL SERVICES CORPORATION, a Florida corporation (“WFS”), WORLD FUEL SERVICES EUROPE, LTD., a corporation organized and existing under the laws of the United Kingdom (“WFS Europe”), and WORLD FUEL SERVICES (SINGAPORE) PTE LTD, a corporation organized and existing under the laws of Singapore (“WFS Singapore”, and together with WFS and WFS Europe, each a “Borrower” and collectively the “Borrowers”), each of the undersigned GUARANTORS, BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States (“Bank of America”), in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and each of the Lenders signatory hereto. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed to them in the Credit Agreement as defined below (after giving effect to this Amendment).

W I T N E S S E T H:

WHEREAS, the Borrowers, Bank of America, as Administrative Agent, Swing Line Lender and L/C-BA Issuer, and the Lenders have entered into that Third Amended and Restated Credit Agreement, dated as of September 8, 2010 (the “Original Credit Agreement”, and as the Original Credit Agreement is hereby amended and as from time to time hereafter further amended, modified, supplemented, restated, or amended and restated, the “Credit Agreement”), pursuant to which the Lenders have made available to the Borrowers a revolving credit facility with a swing line sublimit and a letter of credit sublimit;

WHEREAS, as a condition to making the credit facilities available to the Borrowers the Lenders have required that WFS and certain of its Subsidiaries guarantee payment of the Obligations; and

WHEREAS, the Borrowers have requested that the Lenders consent to amend the Credit Agreement to, among other things, (i) extend the maturity date of the Revolving Credit Facility and (ii) to provide for a new term loan facility; and

WHEREAS, the Administrative Agent and the Lenders signatory hereto are willing to effect such amendment on the terms and conditions contained in this Amendment;

NOW, THEREFORE, in consideration of the premises and further valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Amendments to Original Credit Agreement. Subject to the terms and conditions set forth herein, the Original Credit Agreement (including the exhibits and schedules attached thereto) is hereby amended such that, after giving effect to all such amendments, the Credit Agreement shall read in its entirety as attached hereto as Exhibit A.

2. Joining Lender. By its execution of this Amendment, each of the Persons becoming Lenders by the execution of this Amendment (each a “Joining Lender”) hereby

confirms and agrees that, on and after the date hereof, it shall be and become a party to the Agreement as a Lender, and shall have all of the rights and be obligated to perform all of the obligations of a Lender thereunder with the Commitment and Pro Rata Term Share applicable to such Lender identified on Schedule 2.01 attached hereto in addition to any commitment applicable thereto immediately prior to the effectiveness hereof. Each Joining Lender further (a) represents and warrants that it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Agreement, (ii) it meets all requirements of an Eligible Assignee under the Agreement (subject to receipt of such consents as may be required under the Agreement), (iii) from and after the date hereof, it shall be bound by the provisions of the Agreement as a Lender thereunder and, to the extent of the assets of the type presented by its Commitment, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to purchase such asset on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Arrangers or any other Lender or agent, and (v) if it is a Foreign Lender, it has delivered to the Administrative Agent any documentation required to be delivered by it pursuant to the terms of the Agreement, duly completed and executed by such Joining Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

3. Effectiveness; Conditions Precedent. The effectiveness of this Amendment and the amendments to the Credit Agreement herein provided are subject to the satisfaction of the following conditions precedent:

(a) the Administrative Agent shall have received each of the following documents or instruments in form and substance reasonably acceptable to the Administrative Agent:

(i) counterparts of this Amendment, duly executed by each Borrower, each Guarantor, the Administrative Agent, and each Lender;

(ii) a Term Loan Note executed by WFS in favor of each Lender requesting a Term Loan Note;

(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party;

(iv) a favorable opinion of counsel to the Loan Parties, addressed to the Administrative Agent and each lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request, in form and substance satisfactory to the Administrative Agent; and

(v) such other certificates, instruments and documents as the Administrative Agent shall reasonably request;

(b) the Borrowers shall have paid to each Lender under the Original Credit Agreement that approves this Amendment a fee in an amount equal to 10.0 basis points payable on such Lender’s Commitment under the Original Credit Agreement (for the avoidance of doubt, prior to giving effect to this Amendment and the making of the Term Loan); and

(c) unless waived by the Administrative Agent, all fees and expenses payable to the Administrative Agent and the Lenders (including the fees and expenses of counsel to the Administrative Agent to the extent invoiced prior to the date hereof) estimated to date shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).

4. Consent and Confirmation of the Guarantors. Each of the Guarantors hereby consents, acknowledges and agrees to the amendments set forth herein and hereby confirms and ratifies in all respects the Collateral Documents to which such Guarantor is a party and the Guaranty (including without limitation the continuation of each such Guarantor’s payment and performance obligations thereunder upon and after the effectiveness of this Amendment and the amendments contemplated hereby) and the enforceability of such Collateral Documents and the Guaranty against such Guarantor in accordance with their respective terms.

5. Representations and Warranties. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrowers represent and warrant to the Administrative Agent and the Lenders as follows:

(a) The representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date;

(b) The Persons appearing as Guarantors on the signature pages to this Agreement constitute all Persons who are required to be Guarantors pursuant to the terms of the Credit Agreement and the other Loan Documents, including without limitation all Persons who became Material Subsidiaries or were otherwise required to become Guarantors after the Closing Date, and each of such Persons has become and remains a party to the Guaranty as a Guarantor;

(c) This Amendment has been duly authorized, executed and delivered by the Borrowers and the Guarantors party hereto and constitutes a legal, valid and binding obligation of such parties, except as may be limited by general principles of equity or by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally; and

(d) No Default or Event of Default has occurred and is continuing.

6. Entire Agreement. This Amendment, together with the Loan Documents (collectively, the “Relevant Documents”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter. No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to the other in relation to the subject matter hereof or thereof. None of the terms or conditions of this Amendment may be changed, modified, waived or canceled orally or otherwise, except in writing and in accordance with Section 10.01 of the Credit Agreement.

7. Full Force and Effect of Amendment. Except as hereby specifically amended, modified or supplemented, the Credit Agreement and all other Loan Documents are hereby confirmed and ratified in all respects and shall be and remain in full force and effect according to their respective terms.

8. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, facsimile or other electronic transmission (including .pdf) shall be effective as delivery of a manually executed counterpart of this Amendment.

9. Governing Law. This Amendment shall in all respects be governed by, and construed in accordance with, the laws of the State of New York.

10. Enforceability. Should any one or more of the provisions of this Amendment be determined to be illegal or unenforceable as to one or more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto.

11. References. All references in any of the Loan Documents to the “Credit Agreement” shall mean the Credit Agreement, as amended hereby.

12. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of Borrowers, the Administrative Agent, the Guarantors, the Lenders (including the Joining Lenders) and their respective successors and assignees to the extent such assignees are permitted assignees as provided in Section 10.06 of the Credit Agreement.

[Signature pages follow.]

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be made, executed and delivered by their duly authorized officers as of the day and year first above written.

	BORROWERS:

	WORLD FUEL SERVICES CORPORATION


	By:	/s/ Ira M. Birns
	Name:	Ira M. Birns
	Title:	EVP & CFO

World Fuel Services Corporation