The following discussion should be read together with our 2008 10-K Report and the consolidated financial statements and related notes in "Item 1-Financial Statements" appearing elsewhere in this 10-Q Report. The following discussion contains forward-looking statements as described in the "Forward-Looking Statements" below. Our actual results may differ significantly from the results suggested by these forward-looking statements. Various 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 both Part II of this 10-Q Report and Part I of our 2008 10-K Report under "Item 1A - Risk Factors."

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 which may cause actual results to 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 report include, but are not limited to, our expectations regarding our business strategy, business prospects, operating results, 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, outcomes 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 associated with the use of derivatives;

• non-performance by counterparties or customers to derivatives 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;

• 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;

• our ability to manage growth;

• our ability to integrate acquired businesses;

• material disruptions in the availability or supply of fuel;

• 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 and the facility to sell certain of our accounts receivables;

• 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;

• increased levels of competition;

• the outcome of litigation;

• our ability to comply with federal and state laws and regulations including those related to environmental matters; and

• other risks, including those described in "Item 1A-Risk Factors" on our 2008 10-K Report and those described from time to time in our 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 interim 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 engaged in the marketing and sale of marine, aviation 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: marine, aviation and land. In our marine segment, we offer fuel and related services to a broad base of maritime customers, including international container and tanker fleets, commercial cruise lines and time-charter operators, as well as to the United States and foreign governments. 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, corporate fleets, fractional operators, private aircraft, military fleets and to the United States and foreign governments, as well as a private label charge card used to purchase aviation fuel and related services to customers in the general aviation industry. In our land segment, we offer fuel and related services to petroleum distributors operating in the land transportation market, retail petroleum operators, industrial, commercial and government customers. We also operate a small number of retail gasoline stations.

Our revenue and cost of revenue are significantly impacted by world oil prices, as evidenced in part by our revenue and cost of revenue increases in recent fiscal years, and the decrease in the first quarter of 2009 compared to 2008, while our gross profit is not necessarily impacted by changes in world oil prices. However, significant movements in fuel prices during any given financial period can have a significant impact on our gross profit due to our inventory average costing methodology. Changes in fuel prices can positively or negatively impact gross profit during any given financial period depending on the direction, volatility and timing of such price movements.

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. 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 the gross profit achieved on fuel resales, and in the case of the aviation segment, a percentage of processed charge card business. Our profitability in our segments also depends on our operating expenses, which may be significantly affected to the extent that we are required to provide for potential bad debt.

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 2008 10-K Report.

Reportable Segments

We have three reportable operating segments: marine, aviation and land. Corporate expenses are allocated to the 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.

Results of Operations

The results of operations for the three months ended March 31, 2008 do not include the results of the Texor business since the acquisition was not completed until June 2008.

Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2008

Revenue. Our revenue for the first quarter of 2009 was $2.0 billion, a decrease
of $2.5 billion, or 55.2%, as compared to the first quarter of 2008. Our revenue
during these periods was attributable to the following segments (in thousands):



                                   For the Three Months
                                      ended March 31,
                                    2009          2008         $ Change
              Marine segment     $ 1,102,862   $ 2,427,173   $ (1,324,311 )
              Aviation segment       710,415     1,872,962     (1,162,547 )
              Land segment           200,666       191,351          9,315

                                 $ 2,013,943   $ 4,491,486   $ (2,477,543 )

Our marine segment contributed $1.1 billion in revenue for the first quarter of 2009, a decrease of $1.3 billion, or 54.6%, as compared to the first quarter of 2008. Of the total decrease in marine segment revenue, $783.3 million was due to a decrease in the average price per metric ton sold as a result of lower world oil prices in the first quarter of 2009. The remaining decrease of $541.0 million was due to decreased sales volume as a result of the adverse impact on the shipping industry due to world economic conditions and our efforts to reduce low margin and certain high risk business.

Our aviation segment contributed $710.4 million in revenue for the first quarter of 2009, a decrease of $1.2 billion, or 62.1%, as compared to the first quarter of 2008. Of the total decrease in aviation segment revenue, $587.8 million was due to decreased sales volume primarily attributable to the adverse impact on the aviation industry due to world economic conditions and our efforts to reduce low margin and certain high risk business, which began during the second quarter of 2008. The remaining decrease of $558.4 million was due to a decrease in the average price per gallon sold as a result of lower world oil prices in the first quarter of 2009.

Our land segment contributed $200.7 million in revenue for the first quarter of 2009, an increase of $9.3 million, or 4.9%, as compared to the first quarter of 2008. Of the total increase in land segment revenue, $86.0 million was primarily due to increased sales volume attributable to incremental sales from the acquisition of the Texor business, which was completed in June 2008. Partially offsetting this increase was $76.7 million due to a decrease in the average price per gallon sold as a result of lower world oil prices in the first quarter of 2009.

Gross Profit. Our gross profit for the first quarter of 2009 was $87.3 million, an increase of $13.5 million, or 18.3%, as compared to the first quarter of 2008. Our gross profit during these periods was attributable to the following segments (in thousands):

                                     For the Three Months
                                       ended March 31,
                                      2009          2008      $ Change
                Marine segment     $    47,092    $  36,945   $  10,147
                Aviation segment        32,021       35,079      (3,058 )
                Land segment             8,222        1,785       6,437

                                   $    87,335    $  73,809   $  13,526

Our marine segment gross profit for the first quarter of 2009 was $47.1 million, an increase of $10.1 million, or 27.5%, as compared to the first quarter of 2008. Contributing to the total increase in marine segment gross profit was $18.3 million in increased gross profit per metric ton sold, due to favorable market conditions, partially offset by approximately $8.2 million due to decreased sales volume.

Our aviation segment gross profit for the first quarter of 2009 was $32.0 million, a decrease of $3.1 million, or 8.7%, as compared to the first quarter of 2008. Of the decrease in aviation segment gross profit, $13.8 million was due to decreased sales volume. Partially offsetting this decrease was $10.7 million in higher gross profit per gallon sold, which reflects our efforts to change the business mix to yield higher margins.

Our land segment gross profit for the first quarter of 2009 was $8.2 million, an increase of $6.4 million as compared to $1.8 million for the first quarter of 2008. The increase in land segment gross profit was primarily due to the inclusion of the results of the Texor business.

Operating Expenses. Total operating expenses for the first quarter of 2009 were $54.2 million, an increase of $2.7 million, or 5.3%, as compared to the first quarter of 2008. The following table sets forth our expense categories (in thousands):

                                              For the Three Months
                                                ended March 31,
                                               2009          2008      $ Change
       Compensation and employee benefits   $    33,793    $  29,498   $   4,295
       Provision for bad debt                       458        1,910      (1,452 )
       General and administrative                19,979       20,080        (101 )

                                            $    54,230    $  51,488   $   2,742

Of the total increase in operating expenses, approximately $4.3 million was related to compensation and employee benefits. Partially offsetting this increase was a $1.5 million decrease related to provision for bad debt and a $0.1 million decrease related to general and administrative expenses. The increase in compensation and employee benefits was primarily due to the incremental compensation and employee benefits costs related to the acquisition of the Texor business, new hires to support our continued growing global business and higher incentive compensation. The decrease in provision for bad debt was primarily due to a reduced risk assessment on our receivable portfolio due in part to a reduction of the receivable balances and changes in the mix of our customer base.

Income from Operations. Our income from operations for the first quarter of 2009 was $33.1 million, an increase of $10.8 million, or 48.3%, as compared to the first quarter of 2008. Income from operations during these periods was attributable to the following segments (in thousands):

                                             For the Three Months
                                                ended March 31,
                                              2009            2008       $ Change
        Marine segment                     $    29,342      $ 17,656     $  11,686
        Aviation segment                        11,672        12,382          (710 )
        Land segment                             1,089          (742 )       1,831

                                                42,103        29,296        12,807
        Corporate overhead - unallocated        (8,998 )      (6,975 )      (2,023 )

                                           $    33,105      $ 22,321     $  10,784

Our marine segment earned $29.3 million in income from operations for the first quarter of 2009, an increase of $11.7 million, or 66.2%, as compared to the first quarter of 2008. This increase resulted from $10.1 million in higher gross profit and approximately $1.6 million due to decreased operating expenses. The decrease in marine segment operating expenses was primarily attributable to decreased general and administrative expenses.

Our aviation segment income from operations was $11.7 million for the first quarter of 2009, a decrease of $0.7 million, or 5.7%, as compared to the first quarter of 2008. This decrease resulted from $3.1 million in lower gross profit, which was partially offset by decreased operating expenses of approximately $2.4 million. The decrease in aviation segment operating expenses was primarily attributable to decreases in general and administrative expenses and provision for bad debt.

Our land segment income from operations was $1.1 million for the first quarter of 2009 as compared to a loss from operations of $0.7 million for the first quarter of 2008. The $1.8 million improvement resulted from the incremental income from operations as a result of the acquisition of the Texor business, which was partially offset by an increase in land segment operating expenses attributable to increases in compensation and employee benefits.

Corporate overhead costs not charged to the business segments were $9.0 million for the first quarter of 2009, an increase of $2.0 million, or 29.0%, as compared to the first quarter of 2008. The increase in corporate overhead costs was attributable to increases in compensation and employee benefits, including higher incentive based compensation, and general and administrative expenses.

Other Income and Expense, net. For the first quarter of 2009, we had other expense, net of $1.4 million, a decrease of $0.9 million, or 39.0%, as compared to the first quarter of 2008. This decrease was primarily due to a reduction in the foreign exchange losses incurred.

Taxes. For the first quarter of 2009, our effective tax rate was 18.7% and our income tax provision was $5.9 million, as compared to an effective tax rate of 20.9% and an income tax provision of $4.2 million for the first quarter of 2008. The lower effective tax rate for the first quarter of 2009 resulted primarily from differences in the actual and forecasted results of our subsidiaries in tax jurisdictions with different tax rates as compared to 2008.

Net Income and Diluted Earnings per Share. Our net income for the first quarter of 2009 was $25.8 million, an increase of $10.1 million, or 64.0%, as compared to the first quarter of 2008. Diluted earnings per share for the first quarter of 2009 was $0.87 per share, an increase of $0.33 per share, or 61.1%, as compared to the first quarter of 2008.

Liquidity and Capital Resources

In 2008, worldwide capital and credit markets experienced unprecedented volatility, and we continue to closely monitor the potential impact of these market conditions on our liquidity. Despite this unprecedented volatility, to date, these market conditions have not had a material adverse impact on our liquidity. In fact, our liquidity and positive cash flow have increased primarily due to decreased world oil prices and generation of positive cash flow through our focus on managing working capital, which resulted in a decrease in our net trade cycle.

Cash and cash equivalents. As of March 31, 2009, we had $386.3 million of cash and cash equivalents compared to $314.4 million of cash and cash equivalents as of December 31, 2008. Our primary use of cash and cash equivalents is to fund accounts receivable and purchase inventory. We are usually extended unsecured trade credit from our suppliers for our fuel purchases; however, certain suppliers require us to provide a letter of credit. Our ability to fund fuel purchases, obtain trade credit from our suppliers and provide letters of credit is critical to our business. 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 which we can purchase on an unsecured basis from our suppliers.

Short-term investments. As of March 31, 2009 and December 31, 2008, our short-term investments consisted of $8.1 million of commercial paper with a par value of $10.0 million, which was investment grade when purchased. On the maturity date of the investment in August 2007, the issuer of the commercial paper defaulted on its repayment obligation. As a result, the commercial paper has been reclassified from cash equivalents to short-term investments. The commercial paper is classified as a short-term investment as of March 31, 2009 based on information available to us that suggests that it is likely there will be a cash settlement of the commercial paper within one year. Changes in facts and circumstances in future periods could lead to changes in the expected settlement date of the commercial paper balances. Accordingly, there may be changes in our classification of such balances from short-term to long-term.

Credit Facility. Our Credit Facility permits borrowings of up to $475.0 million with a sublimit of $125.0 million for the issuance of letters of credit and bankers' acceptances. Under the Credit Facility, we have the right to request increases in available borrowings up to an additional $75.0 million, subject to the satisfaction of certain conditions. We had no outstanding borrowings under our Credit Facility at March 31, 2009 and December 31, 2008. Our issued letters of credit under the Credit Facility totaled $59.6 million and $50.2 million at March 31, 2009 and December 31, 2008, respectively. There were no outstanding bankers' acceptances under our Credit Facility at March 31, 2009 and December 31, 2008. We had $415.4 million of availability under our Credit Facility at March 31, 2009. The Credit Facility expires on December 21, 2012.

Based on information available to us, all of the financial institutions participating under our syndicated Credit Facility are able to fulfill their commitments as of our filing date. However, there can be no assurance that the financial institutions will continue to fulfill their funding obligations under the Credit Facility in the future.

Outstanding borrowings under our Credit Facility, our cash and cash equivalents and short-term investments fluctuate primarily based on operating cash flow, most significantly, the timing of receipts from our customers and payments to our suppliers. Higher interest rates can have a negative effect on our liquidity due to higher costs of borrowing under our Credit Facility.

Our Credit Facility contains certain operating and financial covenants with which we are required to comply. Our failure to comply with the operating and 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 March 31, 2009, we believe we were in compliance with all covenants contained in our Credit Facility.

Accounts Receivable Facility. We have a Master Accounts Receivable Purchase Agreement with a syndicate of financial institutions which establishes a facility (the "Receivable Facility") for us to sell up to an aggregate of $160.0 million of our accounts receivable on a revolving basis. The Receivable Facility may be increased to up to $250.0 million, subject to the satisfaction of certain conditions, and matures in September 2010 unless an event of termination occurs or the term is extended for subsequent one-year terms with the prior written consent of the syndicate of financial institutions. The Receivable Facility contains customary termination events, including, among other things, the failure to make timely payments under the Receivable Facility, the breach of covenants, and the occurrence and continuance of events of default under our Credit Facility. As of March 31, 2009, no accounts receivable had been sold under the Receivable Facility.

Other credit lines. We have unsecured credit lines aggregating $50.0 million for the issuance of letters of credit and bank guarantees. Letters of credit issued under these credit lines are subject to fees at market rates payable semiannually and at maturity in arrears. These credit lines are renewable on an annual basis. As of March 31, 2009 and December 31, 2008, our outstanding bank guarantees under these credit lines totaled $20.7 million and $20.9 million, respectively.

Additionally, we have a separate $15.0 million credit facility for the issuance of bankers' acceptances (the "BA Facility") with one of the banks participating in our Credit Facility. The BA Facility is a continuing facility that will remain in full force and effect until revoked by us or the bank. Bankers' acceptances issued under the BA Facility are subject to commissions and fees (finance charges) at the bank's prevailing rate on the date of acceptance. As of March 31, 2009, there were no outstanding bankers' acceptances under the BA Facility. As of December 31, 2008, we had $14.7 million of outstanding bankers' acceptances, net of unamortized finance charges of $0.1 million, under the BA Facility.

. . .