February 26, 2010
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
Response Letter dated November 9, 2009
File No. 1-09533
Dear Mr. Schwall:
As you are aware, World Fuel Services Corporation (the "Company") submitted
letters to the staff (the "Staff") of the U.S. Securities and Exchange
Commission (the "Commission") dated November 9, 2009, October 8, 2009 and August
7, 2009 (collectively, the "2009 Response Letters"), which provided information
to the Staff regarding an administrative subpoena dated April 19, 2009 (the
"April Subpoena") received by the Company from the U.S. Treasury Department's
Office of Foreign Assets Control ("OFAC"). In response to the April Subpoena,
the Company provided OFAC with information regarding the Company's transactions
involving Cuba, Iran and Sudan since April 1, 2004. In the 2009 Response
Letters, the Company provided the Staff with information regarding the Company's
response to the April Subpoena, as well as information regarding the nature of
the Company's business activities involving Cuba, Iran and Sudan.
The purpose of this letter is to update the Staff that on December 8, 2009,
the Company received a separate administrative subpoena from OFAC (the "December
Subpoena") requesting information regarding the Company's transactions involving
Sudanese overflight payments since June 30, 2008. As a result of regulatory
changes to the Sudan sanctions regime, certain OFAC-issued licenses related to
Sudan expired on June 30, 2008, and all holders of these licenses were required
to reapply for licensure. This regulatory change applied to the Company's OFAC
license authorizing payments for Sudan overflight permits.
Upon receipt of the December Subpoena, the Company conducted a
comprehensive internal review and discovered (i) that it had engaged in a small
number of transactions with Sudan without a valid OFAC license authorizing
payments for overflight permits, as the Company's license expired on June 30,
2008 and the Company had not obtained a replacement license (the Company has now
applied for a replacement license and that application is pending) and (ii)
several of these transactions resulted in small payments to Sudan that
potentially violated the terms of our now-expired license because we erroneously
made payments to bank accounts other than the account specified in our license.
We have reported these potential violations to OFAC in response to the December
Subpoena and the Company is fully cooperating with OFAC to resolve this matter.
The potential violations discovered in response to the December Subpoena
were not intentional and resulted from the Company's good faith, and objectively
reasonable, belief that its license to purchase Sudan overflight permits had not
expired and from inadvertent errors of its employees regarding the license
restrictions on payment accounts. As discussed in the 2009 Response Letters, the
amount of any penalty that might be assessed by OFAC as a result of its review
is subject to several mitigating factors. In our response to the December
Subpoena, the Company identified a number of mitigating factors that it believes
should apply in these circumstances, many of which are similar to those
identified in our response to the April Subpoena, including (1) the
insignificant amount of revenue attributable to these transactions, (2) that any
potential violations were inadvertent and did not demonstrate an intent to
violate U.S. sanctions regulations or the Company's licenses and (3) the steps
taken by the Company to continue enhancing its compliance policies and
procedures (and any determination regarding the applicability of such mitigating
factors would be made by OFAC in connection with its review). Accordingly, the
Company's materiality analysis with regards to these matters, as set forth in
the 2009 Response Letters, remains unchanged. However, for completeness, the
Company has updated its risk factor regarding compliance with U.S. and foreign
laws and regulations to include disclosure regarding the December Subpoena and
the Company's response, under Item 1A of the Company's 10-K for the fiscal year
ended December 31, 2009.
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