November 9, 2009
VIA EDGAR AND OVERNIGHT COURIER
Mr. H. Roger Schwall
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-5546
Re: World Fuel Services Corporation
Form 10-K for the Fiscal Year Ended December 31, 2008
Filed February 26, 2009
Response Letter dated October 8, 2009
File No. 1-09533
Dear Mr. Schwall:
This letter sets forth the response of World Fuel Services Corporation
(the "Company") to the comment of the staff (the "Staff") of the U.S. Securities
and Exchange Commission (the "Commission") set forth in your comment letter
dated October 28, 2009. For your convenience, we have included the text of the
Staff's comment (numbered as set forth in the Comment Letter) followed by our
response.
1. We note your responses to comments 1 and 2 of our letter dated
September 24, 2009, including your representation that the limited
number of transactions that may have resulted in violations of U.S.
sanctions regulations resulted in revenue to you of less than
$100,000. Please tell us the number of transactions you have
identified as potential violations, and the nature and dollar amount
of the potential fines and other penalties that may be imposed in the
event OFAC determines that the transactions in question violated U.S.
sanctions regulations. Please also expand your materiality discussion
to address these factors.
As disclosed in our Quarterly Report on Form 10-Q for the quarter ended
June 30, 2009 (the "Second Quarter 2009 10-Q") and in our letter to the Staff
dated August 7, 2009, on June 22, 2009 we provided to the U.S. Treasury
Department's Office of Foreign Assets Control ("OFAC"), in response to an
administrative subpoena, information regarding all transactions by the Company
involving Cuba since April 1, 2004. In addition, our submission to OFAC included
information on transactions involving Iran and Sudan during that same time
period. We provided the Staff with information regarding the nature of these
transactions in our letter to the Staff dated October 8, 2009.
Among the transactions we identified in our June 22, 2009 submission to
OFAC were certain activities that may have violated U.S. sanctions regulations
or our OFAC-issued licenses. However, we have not yet received any response from
OFAC to our submission, and to our knowledge there has been no determination to
date by OFAC concerning which activities constituted violations of applicable
regulations or our licenses. In fact, in our submission to OFAC we included
several transactions that we do not believe are violations, but rather were
brought to the attention of OFAC by us out of an abundance of caution and in the
interest of completeness. The determination as to which Company activities
violated applicable regulations or licenses will be made by OFAC in connection
with its ongoing review. Accordingly, we are not in a position at this time to
identify the specific number of violations that occurred.
As disclosed in the Second Quarter 2009 10-Q, OFAC has the authority to
assess penalties for violations of U.S. sanctions regulations or our licenses.
Under OFAC's Economic Sanctions Enforcement Guidelines, the amount of any
penalty that might be assessed is subject to a number of factors, including the
dollar value of the transactions, which in the case of the Company's reported
transactions is low both in the aggregate and on a transaction-by-transaction
basis, as well as other mitigating factors. In our submission to OFAC, the
Company identified several mitigating factors that it believes should apply in
these circumstances, including (1) the insignificant amount of revenue
attributable to these transactions, (2) the Company's cooperation and voluntary
expansion of its internal review to include transactions involving countries
beyond those that were the subject of the OFAC subpoena, (3) that any potential
violations were inadvertent and did not demonstrate an intent to violate U.S.
sanctions regulations or our permits and (4) the steps taken by the Company to
enhance its then-existing compliance policies and procedures. Any determination
regarding the applicability of such mitigating factors would also be made by
OFAC in connection with its ongoing review.
However, the Company does not expect that these matters will result in
a material adverse effect on the business, financial condition or results of
operations of the Company. Nevertheless, we cannot assure you as to the specific
nature or dollar amount of any potential fines or other penalties that may be
assessed by OFAC, all of which are subject to the discretion of OFAC in
connection with its ongoing review.
Acknowledgement:
The Company acknowledges that:
(a) the Company is responsible for the adequacy and accuracy of the
disclosure in the Company's filings with the Commission;
(b) Staff comments or changes to a disclosure in response to Staff
comments do not foreclose the Commission from taking any action with respect to
the Company's filings with the Commission; and
(c) the Company may not assert Staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
If any member of the Staff has any questions concerning these matters
or needs additional information or clarification, he or she should contact R.
Alexander Lake, General Counsel, or the undersigned at (305) 428-8000.
Very truly yours,
/s/ Ira M. Birns
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Ira M. Birns
Executive Vice-President and Chief
Financial Officer