Acquisitions and Divestitures

12 Months Ended

Dec. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Acquisitions and Divestitures

3. Acquisitions and Divestitures

2024 Divestitures

On May 1, 2024, we completed the sale of our Avinode Group and our portfolio of aviation fixed-based operator software products (the "Avinode disposal group") for cash proceeds, net of cash sold, of $200.1 million (the "Avinode sale"). The Avinode sale resulted in a pre-tax gain of $96.0 million, net of costs to sell and after the reclassification of cumulative translation losses of $17.1 million to net income, that is included in Other income (expense), net within our Consolidated Statements of Income and Comprehensive Income. The related tax expense of $12.4 million is included in the Provision for income taxes within our Consolidated Statements of Income and Comprehensive Income. Prior to the Avinode sale, the Avinode disposal group was reported within the aviation segment. The Avinode sale did not meet the criteria to be reported as a discontinued operation.

On December 13, 2024, we completed the sale of our land and marine subsidiaries in Brazil (the "Brazil disposal group") for cash proceeds, net of cash sold, of $8.9 million (the "Brazil sale"). The Brazil sale resulted in a pre-tax

loss of $111.2 million, net of costs to sell and after the reclassification of cumulative translation losses of $80.0 million to net income, that is included in Other income (expense), net within our Consolidated Statements of Income and Comprehensive Income. The related tax benefit of $6.0 million is included in the Provision for income taxes within our Consolidated Statements of Income and Comprehensive Income. Prior to the Brazil sale, the Brazil disposal group was reported within the land and marine segments. The Brazil sale did not meet the criteria to be reported as a discontinued operation.

2022 Acquisition

During the first quarter of 2022, we completed the acquisition of Flyers Energy Group, LLC ("Flyers") for a total purchase price of $795.0 million. Flyers' operations include transportation, commercial fleet fueling, lubricants distribution, and the supply of wholesale, branded and renewable fuels. The acquisition was accounted for as a business combination and is reported in the land segment.

The purchase price allocation was finalized during the third quarter of 2022. The following table summarizes the fair value of the aggregate consideration as well as the final allocation of the purchase price to the fair value of the assets acquired and liabilities assumed (in millions):

	Final Purchase Price Allocation
Consideration:
Cash paid at closing	$	642.7
Working capital adjustment paid to seller	2.3
Common stock issued to seller	50.0
Amount due to sellers (1)	100.0
Total fair value of consideration	$	795.0
Assets acquired and liabilities assumed:
Cash	$	3.3
Accounts receivable	109.8
Inventory	50.9
Property, plant and equipment	126.6
Identifiable intangible assets subject to amortization (2)	162.5
Identifiable intangible assets not subject to amortization (3)	29.3
Accounts payable	(38.0)
Other assets and liabilities, net (4)	(37.3)
Net identifiable assets acquired	407.0
Goodwill (5)	388.0
Net assets acquired	$	795.0

(1)As of December 31, 2024, the amount due to sellers has been paid in full and no amount remains outstanding.

(2)Identifiable intangible assets subject to amortization primarily consist of customer and network relationships and other identifiable assets which will be amortized over a weighted average life of 11.6 years.

(3)Identifiable intangible assets not subject to amortization include trademarks and trade names acquired.

(4)Includes the recognition of right of use assets of $45.0 million and lease liabilities of $46.0 million.

(5)Goodwill is attributable primarily to the expected synergies and other benefits that we believe will result from combining the acquired operations with the operations of our land segment. All of the goodwill assigned to the land segment was deductible for tax purposes.

Total revenue and income before income taxes of Flyers included in the Company's Consolidated Statement of Income and Comprehensive Income for the period from the date of acquisition through December 31, 2022 were $3.4 billion and $71.2 million, respectively.