Acquisitions, Assets and Liabilities Held for Sale

2016 Acquisitions

On July 1, 2016, we completed the acquisition of all of the outstanding capital stock of PAPCO, Inc. (“PAPCO”) and Associated Petroleum Products, Inc (“APP”). PAPCO, headquartered in Virginia Beach, VA and APP, headquartered in Tacoma, WA are leading distributors of gasoline, diesel, lubricants, propane and related services in the Mid-Atlantic and the Pacific Northwest region of the United States, respectively. These acquisitions combined with the Company’s existing land segment operations, will serve to further enhance our commercial and industrial platforms to deliver value-added solutions to customers across the United States.

In addition to the above acquisitions, we completed five acquisitions in our land segment in the first nine months of 2016 which were not significant individually or in the aggregate.

The following table summarizes the aggregate consideration paid for all 2016 acquisitions and the provisional amounts of the assets acquired and liabilities assumed recognized at the acquisition date. The Company is in the process of finalizing the valuations of certain acquired assets and assumed liabilities; thus, the provisional measurements of these acquired assets and assumed liabilities are subject to change and will be finalized no later than one year from the acquisition date.



	Total
Cash paid for acquisition of businesses	$	247.9
Amounts due to sellers	14.5
Estimated purchase price	$	262.4

Assets acquired:
Accounts and notes receivable	$	60.4
Inventories	33.7
Property and equipment	44.2
Goodwill and identifiable intangible assets	172.0
Other current and long-term assets	11.2

Liabilities assumed:
Accounts payable	(33.0		)
Accrued expenses and other current liabilities	(25.9		)
Long-term liabilities and deferred tax liabilities	(0.3		)
Estimated purchase price	$	262.4

All of the goodwill was assigned to the land segment and is attributable primarily to the expected synergies and other benefits that we believe will result from combining the operations of PAPCO and APP with the operations of World Fuel Services' land segment. The identifiable intangible assets consists of customer relationships and other identifiable intangible assets.

The following presents the unaudited pro forma results for 2016 and 2015 as if 2016 acquisitions had been completed on January 1, 2015:



	Unaudited Supplemental Pro Forma Consolidated Results
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(In millions, except per share data)	2016		2015		2016		2015
Revenues	$	7,399.8	$	8,315.4	$	19,797.6	$	25,202.0
Net income attributable to World Fuel	42.7		49.2		133.2		142.3

Earnings per common share:
Basic earnings per common share	$	0.62	$	0.70	$	1.92	$	2.02
Diluted earnings per common share	$	0.61	$	0.70	$	1.91	$	2.00

The financial position, results of operations and cash flows of the 2016 acquisitions have been included in our consolidated financial statements since their respective acquisition dates and did not have a significant impact on our revenue and net income for the three and nine months ended September 30, 2016.

Tobras Distribuidora de Combustiveis Limitada (“Tobras”)

On June 23, 2016, we acquired the remaining 49% of the outstanding equity interest of Tobras Distribuidora de Combustiveis Limitada (“Tobras”) from the minority owners for an aggregate purchase price of approximately $3.7 million in cash (the “Tobras Acquisition”). Prior to the Tobras Acquisition, we owned 51% of the outstanding shares of Tobras and exercised control, and as such, we consolidated Tobras in our financial statements. As a result of the acquisition of the remaining equity interest of Tobras, we recorded a $10.9 million adjustment to capital in excess of par value on our consolidated balance sheets, which consisted of $3.7 million of cash paid and $7.2 million of non-controlling interest equity.

ExxonMobil

In the first quarter of 2016, we signed a definitive agreement to acquire from certain ExxonMobil affiliates their aviation fueling operations at more than 80 airport locations in Canada, the United Kingdom, Germany, Italy, France, Australia and New Zealand. The total purchase price is approximately $260 million and is expected to be fully funded with cash on hand. The transaction will close in phases and we expect to complete the Canada, France and U.K. locations during the fourth quarter of 2016. The remaining locations are expected to be completed during the first half of 2017. The transaction is subject to customary regulatory consents and closing conditions, including securing third party consents.

2015 Acquisitions

On September 1, 2015, we completed the acquisition of all of the outstanding stock of Pester Marketing Company (“Pester”), a leading distributor, transporter, and blender of branded motor fuels and lubricants to wholesale, industrial, commercial and agricultural customers. Pester is headquartered in Denver, Colorado and is also a leading operator of retail convenience stores in the Rocky Mountain region.

In addition to the above acquisition, in September 2015, we completed an acquisition in our aviation segment which was not significant.

The following presents the unaudited pro forma results for 2015 as if the 2015 acquisitions had been completed on January 1, 2015 (in millions, except per share data):



	Three Months Ended		Nine Months Ended
	September 30,		September 30,
(In millions, except per share data)	2015		2015
Revenues	$	7,948.7	$	24,071.1
Net income attributable to World Fuel	52.0		139.9

Earnings per common share:
Basic earnings per common share	$	0.74	$	1.98
Diluted earnings per common share	$	0.74	$	1.97

Assets and Liabilities Held for Sale

In connection with the acquisition of all of the outstanding stock of Pester Marketing Company (“Pester”) on September 1, 2015, we committed to a plan to sell certain assets and liabilities of Pester’s fuel retail business. On May 1, 2016, we completed the sale of Pester’s retail business for $32.3 million, resulting in a gain of $3.8 million, which is included in other income, net in the consolidated statements of income and comprehensive income.