Corpay (CPAY) 10-K risk factor changes: FY2014 vs FY2013

We believe that in [removed: 2013,] [added: 2014,] approximately [removed: 20%] [added: 17%] of our consolidated revenue was directly influenced by the absolute price of fuel.

Approximately [removed: 16%] [added: 17%] of our consolidated revenue in [removed: 2013] [added: 2014] was derived from transactions where our revenue is tied to fuel-price spreads.

We are subject to the credit risk of our customers, [removed: many of] which [removed: are small] [added: range in size from small, sole proprietorships] to [removed: mid-sized businesses.][added: large, publicly traded companies.]

We use various methods to screen potential customers and establish appropriate credit limits, but these methods cannot eliminate all potential credit risks and may not always prevent us from approving customer applications that are [added: not credit worthy or are] fraudulently completed.

Changes in our [removed: industry and] [added: industry, customer demand, and, in relation to our fleet customers,] movement in fuel prices may result in periodic increases to customer credit limits and spending and, as a result, [added: could lead to] increased credit losses.

We derived approximately [removed: 65%] [added: 66%] of our consolidated revenues from these fees and charges during the year ended December 31, [removed: 2013.][added: 2014.]

[removed: Our] [added: In the fleet card business, our] primary competitors in North America are small, regional and large independent fleet card providers, major oil companies and petroleum marketers that issue their own fleet cards and major financial services companies that provide card services to major oil companies and petroleum marketers.

We also compete for customers with providers of alternative payment mechanisms, such as [removed: financial institutions that issue corporate and consumer credit cards and] merchants offering house cash accounts or other forms of credit.

We may experience competitive disadvantages with respect to any of these factors from time to time as potential customers prioritize or value [removed: these competitive factors differently.]

[added: As a result, a specific offering of our products and service features,] networks and pricing may serve as a competitive advantage with respect to one customer and a disadvantage for another based on the customers’ preferences.

[removed: For example,] [added: In the fleet card business,] major oil companies and petroleum marketers and large financial institutions may choose to integrate fuel-card services as a complement to their existing card products and services, as well as offer add on complementary services.

_Our [added: fleet card] business is dependent on several key strategic relationships, the loss of which could adversely affect our operating results._

We refer to the major oil companies and petroleum marketers with whom we have strategic relationships as our “partners.” During [removed: 2013,] [added: 2014,] our top three strategic relationships with major oil companies accounted for approximately [removed: 13%] [added: 9%] of our consolidated revenue.

Our agreements with our major oil company partners typically have initial terms of five to ten years with current remaining terms ranging from [removed: two] [added: about one] to [removed: seven] [added: six] years.

[removed: Our competitors may be] willing to bid for these contracts on pricing or other terms that we consider uneconomical in order to win this business.

To grow our customer [removed: base,] [added: base in the closed loop fleet card and lodging card businesses,] we must retain and add relationships with merchants who are located in areas where our customers purchase fuel, maintenance services and lodging.

If we are unable to maintain and expand these relationships, our [removed: business] [added: closed loop fleet card and lodging card businesses] may be adversely affected._

_A decline in general economic conditions, and in particular, a decline in demand for fuel and other [removed: vehicle] [added: business related] products and services would adversely affect our business, operating results and financial condition._

We generate revenue based in part on the volume of [removed: fuel] purchase transactions we process.

Downturns in these economies are generally characterized by reduced commercial activity and, consequently, reduced purchasing of fuel and other [removed: vehicle] [added: business related] products and services by [removed: businesses.][added: our customers.]

Unfavorable changes in economic conditions, including declining consumer confidence, inflation, [removed: recession] [added: recession,] or other changes, may lead our [removed: customers, which are largely comprised of commercial fleets, to demand less fuel, or lead our partners] [added: corporate customers] to reduce their [added: spending, resulting in reduced demand for, or] use [removed: of] [added: of,] our products and services.

In addition, demand for fuel and other [removed: vehicle] [added: business related] products and services may be reduced by other factors that are beyond our control, such as the development and use of vehicles with greater fuel efficiency and alternative fuel sources.

For example, within the past five years we have entered into the [added: corporate payments, stored value card, vehicle maintenance management and] telematics business in the United States and Europe, [added: and] transaction processing, fuel, food, toll and transportation card and voucher businesses in Brazil and [removed: Mexico, and the lodging card business in][added: Mexico.]

_If we fail to develop and implement new technology, products and services, adapt our products and services to changes in technology, the marketplace [removed: or major oil partner] requirements, or if our ongoing efforts to upgrade our technology, products and services are not successful, we could lose customers and partners._

At December 31, [removed: 2013,] [added: 2014,] we had approximately [removed: $1.5] [added: $3.59] billion of debt outstanding under our Credit Facility and Securitization Facility.

_We meet a significant portion of our working capital needs through a securitization facility, which we must renew [removed: on an annual basis._][added: every three years._]

The securitization facility has a [removed: one] [added: three] year term.

Although we have been able to renew our securitization facility [removed: annually,] [added: annually in the past,] there can be no assurance that we will continue to be able to renew this facility in the future on terms acceptable to us.

For the year ended December 31, [removed: 2013,] [added: 2014,] approximately [removed: 49%] [added: 44%] of our revenue was denominated in currencies other than the U.S. dollar (primarily Czech koruna, Russian ruble, British pound, Brazilian real, Mexican peso, Australian dollar and New Zealand dollar).

[removed: If we raise additional funds through further issuances of equity or convertible] debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges senior to those of holders of our common stock.

Further, an acquisition may negatively affect our operating results because it may require us to incur charges and substantial debt or other liabilities, may cause adverse tax consequences, substantial depreciation and amortization or deferred compensation charges, may require the amortization, write-down or impairment of amounts related to deferred compensation, goodwill and other intangible assets, may include substantial contingent [removed: earn-out] [added: consideration] payments or other compensation that reduce our earnings during the quarter in which incurred, or may not generate sufficient financial return to offset acquisition costs.

We have foreign operations in, or provide services for commercial card accounts in Australia, [added: Austria,] Azerbaijan, Belarus, Belgium, [removed: Benin,] Botswana, Brazil, [removed: Cameroun,] Canada, the Czech Republic, Estonia, France, [removed: Gabon,] Georgia, [removed: Ghana,] [added: Germany,] Hong Kong, Ireland, Kazakhstan, [removed: Kenya,] Latvia, Lithuania, Luxembourg, Macau, [removed: Malawi,] Malaysia, Mexico, Moldova, [added: Mongolia, Morocco,] the Netherlands, New Zealand, Papua New Guinea, [removed: Peru,] Philippines, [added: Poland,] Portugal, [removed: Republic of Cyprus,] Russia, [removed: Singapore,] Slovakia, [added: Spain,] South Africa, [removed: Tanzania,] [added: Sweden,] United Arab Emirates, the United Kingdom, [removed: Zambia] and [removed: Zimbabwe.][added: Ukraine.]

For example, Russia and the Ukraine are experiencing significant unrest, which could escalate into [added: broader] armed conflict and [added: additional] economic sanctions by the U.S., United Nations or other countries against Russia.

_We are dependent on [added: the efficient and uninterrupted operation of interconnected computer systems, telecommunications, data centers and call centers, including] technology [removed: systems] and [removed: electronic communications networks] [added: network systems] managed by [added: multiple] third parties, which could result in our inability to prevent disruptions in our services._

We electronically receive, process, store and transmit data and sensitive information about our customers and merchants, including bank account [removed: information and] [added: information, social security numbers,] expense [removed: data.][added: data, and credit card, debit card and checking account numbers.]

_The market for [added: our commercial payment,] fleet [added: and stored value] card services is evolving and may not continue to develop or grow._

Furthermore, new technologies may displace [removed: fleet] [added: credit, debit and/or stored value] cards as payment mechanisms for [removed: fuel] purchase [removed: transactions.][added: transactions by businesses.]

A decline in the acceptance and use of [removed: fleet] [added: credit, debit and/or stored value] cards, and electronic payment transactions generally, by businesses and merchants could have a material adverse effect on our business, operating results and financial condition.

Our balance sheet includes goodwill and intangible assets that represent approximately [removed: 61%] [added: 72%] of our total assets at December 31, [removed: 2013.][added: 2014.]

Third parties [added: have in the past, and] could [added: in the future] claim that our technologies and processes underlying our products and services infringe their intellectual property.

In the commercial payments business, we face a variety of competitors, some of which have greater financial resources, name recognition and scope and breadth of products and services.

these competitive factors differently.

Many of our competitors provide additional and unrelated products and services to customers, such as treasury management, commercial lending and credit card processing.

By providing these other services that we do not provide, these competitors have an advantage of being able to bundle their products and services together and present them to existing customers with whom they have established relationships, sometimes at a discount.

For example, in the commercial payments business, we compete with full service banks that are able to offer treasury management and commercial lending in addition to commercial payment solutions.

If price competition continues to intensify, we may have to increase the incentives that we offer to our customers, decrease the prices of our products and services or lose customers, each of which could adversely affect our operating results.

Our competitors may be

The commercial payments industry in general, and our commercial payment solutions business specifically, depends heavily upon the overall level of spending.

In addition, unfavorable changes in economic conditions, may lead our fleet card customers to demand less fuel, or lead our partners to reduce their use of our products and services.

As a result, a sustained deterioration in general economic conditions in the United States or abroad, could have a material adverse effect on our revenue and profitability.

A weakening economy could also force some retailers and merchants to close, resulting in exposure to potential credit losses and transaction declines.

The products we deliver are designed to process complex transactions and provide reports and other information on those transactions, all at high volumes and processing speeds.

Any failure to deliver an effective and secure product or service or any performance issue that arises with a new product service could result in significant processing or reporting errors or other losses.

We may rely on third parties to develop or co-develop our solutions, or to incorporate our solutions into broader platforms for the commercial payments industry.

We may not be able to enter into such relationships on attractive terms, or at all, and these relationships may not be successful.

In addition, partners, some of whom may be our competitors or potential competitors, may choose to develop competing solutions on their own or with third parties.

Even if we are successful in developing new services and technologies, these new services and technologies may not achieve broad acceptance due to a variety of factors, including a lack of industry-wide standards, competing products and services, or resistance to these changes from our customers.

In addition, we may not be able to derive revenue from these efforts.

If we raise additional funds through further issuances of equity or convertible

Our ability to provide reliable service to customers, cardholders and other network participants depends upon uninterrupted operation of our data center and call centers as well as third party labor and services providers.

Our business involves processing large numbers of transactions, the movement of large sums of money and management of large amounts of data.

We rely on the ability of our employees, contractors, suppliers, systems and processes to complete these transactions in a secure, uninterrupted and error-free manner.

Our subsidiaries operate in various countries and country specific factors, such as power availability, telecommunications carrier redundancy, embargos and regulation can adversely impact our information processing by or for our local subsidiaries.

We engage backup facilities for each of our processing centers for key systems and data.

However, there could be material delays in fully activating backup facilities depending on the nature of the breakdown, security breach or catastrophic event (such as fire, explosion, flood, pandemic, natural disaster, power loss, telecommunications failure or physical break-in).

We have controls and documented measures to mitigate these risks but in any event these mitigating controls might not reduce the duration, scope or severity of an outage in time to avoid adverse effects.

Criminals are using increasingly sophisticated methods to engage in illegal activities involving financial products, such as skimming and counterfeiting payment cards and identity theft.

A single significant incident of fraud, or increases in the overall level of fraud, involving our cards and other products and services, could result in reputational damage to us, which could reduce the use and acceptance of our cards and other products and services or lead to greater regulation that would increase our compliance costs.

Fraudulent activity could also result in the imposition of regulatory sanctions, including significant monetary fines, which could have a material adverse effect on our business, financial condition and results of operations.

The uninterrupted operation of our information systems and our ability to maintain the confidentiality of the customer and consumer information that resides on our systems are critical to the successful operation of our business.

In addition, under payment network rules, regulatory requirements, and related obligations, we may be responsible for the acts or failures to act of certain third parties, such as third party service providers, vendors, partners and others, which we refer to collectively as associated participants.

The failure of our associated participants to safeguard cardholder data and other information in accordance with such rules, requirements and obligations could result in significant fines and sanctions.

We cannot assure you that there are written agreements in place with every associated participant or that such written agreements will ensure the adequate safeguarding of such data or information or allow us to seek reimbursement from associated participants.

Any such unauthorized use or disclosure of data or information also could result in litigation that could result in a material adverse effect on our business, financial condition and results of operations.

A substantial portion of our revenue is based on the volume of payment card transactions by our customers.

If businesses do not continue to use, or increase their use of, credit, debit or stored value cards as a payment mechanism for their transactions, it could have a material adverse effect on our business, financial condition and results of operations.

We believe that future growth in the use of credit, debit and stored value cards and other electronic payments will be driven by the cost, ease-of-use, and quality of services offered.

In order for us to

consistently increase and maintain profitability, businesses must continue to use and increase the use of electronic payment methods, including credit, debit and stored value cards.

Moreover, if there is an adverse development in the payments industry in general, such as new legislation or regulation that makes it more difficult for customers to do business, or a well-publicized data security breach that undermines the confidence of the public in electronic payment systems, it could have a material adverse effect on our business, financial condition and results of operations.

As a result, a specific offering of our products and service features,

These declines could result from, among other things, reduced fleet traffic, corporate purchasing, travel and other commercial activities from which we derive revenue.

the United States.

Our ability to process and authorize transactions electronically depends on our ability to communicate electronically through point-of-sale devices and electronic networks that are owned and operated by third parties.

In addition, in order to process transactions promptly, our computer equipment and network servers must be functional 24 hours a day, which requires access to telecommunications facilities managed by third-parties and the availability of electricity, which we do not control.

A severe disruption of one or more of these networks,

including as a result of utility or third-party system interruptions, could impair our ability to authorize transactions and process information, which could harm our reputation, result in a loss of customers or partners and adversely affect our business and operating results.

We also utilize third-party providers to assist us with business continuity and disaster recovery operations.

As a result, we are subject to the risk of a provider’s unresponsiveness in the event of a significant breakdown in our computer equipment or networks.

Furthermore, our property and business interruption insurance may not be adequate to compensate us for all losses or failures that may occur.

products and services, we may face a higher risk of being the target of intellectual property infringement claims asserted by third parties.

From time to time, we may be subject to legal action arising in the ordinary course of our business or otherwise.

Any such action could result in expenses which, if uninsured, could adversely impact our earnings and cash flows.

_We rely on third parties for card issuing and processing services supporting our MasterCard network fleet card products.

Failure to maintain these contractual relationships upon acceptable terms would have an adverse effect on our MasterCard network fleet card offerings, customer retention and operating results._

Some of our fleet-card products in North America are accepted in the MasterCard merchant network pursuant to our contractual relationships with issuing banks and third-party processors.

In order to continue offering fleet cards accepted at MasterCard network merchants, we must maintain our contractual relationship with at least one issuing bank.

Further, unless we develop our own MasterCard-approved processing capabilities, we must continue to obtain processing services from at least one processor approved by MasterCard with the capability to provide acceptable levels of reporting data for fleet operators.

Our failure to maintain adequate relationships, or find suitable alternatives, could have an adverse effect on our MasterCard network fleet card products, our customer retention and our operating results.

obtaining or retaining business.

In addition, our certificate of incorporation prohibits large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or consolidating with us except under certain circumstances.

FleetCor is a leading independent global provider of fuel [removed: cards] [added: cards, commercial payment] and [added: data solutions, stored value solutions, and] workforce payment products and services to businesses, [added: retailers,] commercial fleets, major oil companies, petroleum marketers and government entities in countries throughout North America, Latin America, Europe, Australia and New Zealand.

Our payment programs enable our customers to better manage and control [added: their commercial payments, card programs, and] employee spending and provide card-accepting merchants with a high volume customer base that can increase their sales and customer loyalty.

In [removed: 2013,] [added: 2014,] we processed approximately [removed: 328] [added: 652] million transactions on our proprietary networks and third-party [removed: networks.][added: networks (which includes approximately 270 million transactions related to our SVS product, acquired with Comdata).]

We [added: refer to these major oil companies, leasing companies, petroleum marketers, value-added resellers (VARs) and other referral partners with whom we have strategic relationships as our “partners.” We] provide our customers with various card products that typically function like a charge card to purchase fuel, lodging, food, toll, transportation and related products and services at participating locations.

In order to deliver our payment programs and services and process transactions, we own and operate proprietary “closed-loop” networks through which we electronically connect to merchants and capture, analyze and report customized [removed: information.][added: information in North America and internationally.]

In 2000, our current chief executive officer joined us and we changed our name to FleetCor Technologies, Inc. Since 2000, we have grown significantly through a combination of organic initiatives, product and service innovation and over [removed: 60] [added: 65] acquisitions of businesses and commercial account portfolios.

As of December 31, [removed: 2013,] [added: 2014,] we employed approximately [removed: 3,500] [added: 4,780] employees, approximately [removed: 900] [added: 2,180] of whom are located in the United States.

The results from our [removed: NexTraq] [added: Pacific Pride] business acquired in the [added: second quarter of 2014 and Comdata business acquired in the] fourth quarter of [removed: 2013] [added: 2014] are included within our North America segment.

In this report, we refer to this net revenue as “revenue.” For the years ended December 31, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011,] [added: 2012,] our North America and International segments generated the following revenue:

| | | [removed: 2013] [added: 2014] | | | | | | | | [removed: 2012] [added: 2013] | | | | | | | | [removed: 2011] [added: 2012] | | | | | | |

| North America | | $ | [removed: 460.7] [added: 668.3] | | | | [removed: 51.5] [added: 55.7] | % | | $ | [removed: 400.1] [added: 460.7] | | | | [removed: 56.6] [added: 51.5] | % | | $ | [removed: 348.8] [added: 400.1] | | | | [removed: 67.1] [added: 56.6] | % |

| International | | | [removed: 434.5] [added: 531.1] | | | | [removed: 48.5] [added: 44.3] | % | | | [removed: 307.4] [added: 434.5] | | | | [removed: 43.4] [added: 48.5] | % | | | [removed: 170.8] [added: 307.4] | | | | [removed: 32.9] [added: 43.4] | % |

| | | $ | [removed: 895.2] [added: 1,199.4] | | | | 100.0 | % | | $ | [removed: 707.5] [added: 895.2] | | | | 100.0 | % | | $ | [removed: 519.6] [added: 707.5] | | | | 100.0 | % |

Through our merchant and network relationships we primarily offer [removed: fuel,] [added: fuel cards, corporate cards, virtual cards, purchasing cards, T&E cards, gift cards, store value payroll cards,] vehicle maintenance, food, fuel, toll and transportation cards and vouchers or lodging services to our customers.

[removed: ][added: ]

Set forth below are our sources of revenue for the years ended December 31, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011,] [added: 2012,] expressed as a percentage of consolidated revenues:

| | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | |

| Revenue from customers and partners | | | [removed: 53.6] [added: 54.9] | % | | | [removed: 46.9] [added: 53.6] | % | | | [removed: 51.4] [added: 46.9] | % |

| Revenue from merchants and networks | | | [removed: 46.4] [added: 45.1] | % | | | [removed: 53.1] [added: 46.4] | % | | | [removed: 48.6] [added: 53.1] | % |

| Revenue tied to fuel-price spreads1 | | | [removed: 15.7] [added: 16.5] | % | | | [removed: 17.5] [added: 15.7] | % | | | [removed: 19.1] [added: 17.5] | % |

| Revenue influenced by absolute price of fuel1 | | | [removed: 19.6] [added: 17.0] | % | | | [removed: 20.7] [added: 19.6] | % | | | [removed: 23.7] [added: 20.7] | % |

| Revenue from program fees, transaction fees, late fees and other | | | [removed: 64.7] [added: 66.5] | % | | | [removed: 61.8] [added: 64.7] | % | | | [removed: 57.2] [added: 61.8] | % |

_Revenue per transaction._ Set forth below is revenue per transaction information for the years ended December 31, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011:][added: 2012:]

| Transactions (in [removed: millions)] [added: millions)2] | | | | | | | | | | | | |

| North America | | | [removed: 165.0] [added: 459.9] | | | | [removed: 156.9] [added: 165.0] | | | | [removed: 152.7] [added: 156.9] | |

| Total transactions1 | | | [removed: 327.5 | | | | 303.8] [added: 652.4] | | | | [removed: 214.8] [added: 327.5] | |

| North America | | $ | [removed: 2.79] [added: 1.45] | | | $ | [removed: 2.55] [added: 2.79] | | | $ | [removed: 2.28] [added: 2.55] | |

| Consolidated revenue per [removed: transaction1] [added: transaction] | | | [removed: 2.73] [added: 1.84] | | | | [removed: 2.33] [added: 2.73] | | | | [removed: 2.42] [added: 2.33] | |

| Consolidated adjusted revenue per [removed: transaction1] [added: transaction3] | | | [removed: 2.53] [added: 1.69] | | | | [removed: 2.14] [added: 2.53] | | | | [removed: 2.18] [added: 2.14] | |

[added: | 3 | Adjusted revenues is a non-GAAP financial measure defined as revenues, net less merchant commissions.] We [added: believe this measure is a more effective way to evaluate our revenue performance. We] use adjusted revenues as a basis to evaluate our revenues, net of the commissions that are paid to merchants to participate in our card programs. [added: Adjusted revenues is a supplemental non-GAAP financial measures of operating performance. See the heading entitled “Management’s Use of Non-GAAP Financial Measures.” |]

Adjusted [removed: revenues is a] [added: revenues, adjusted EBITDA, adjusted net income and adjusted net income per diluted share are] supplemental non-GAAP financial measures of operating performance.

We experienced an increase in transactions in our North America and International segments primarily [added: due to organic growth in certain payment programs, the impact of the acquisitions completed in 2014 and the full year impact of acquisitions completed in 2013.]

[added: We experienced an increase in transactions in our International segment primarily] due to organic growth in certain payment programs and the impact of the acquisitions completed in [removed: 2012] [added: 2014] and the full year impact of acquisitions completed in [removed: 2011.][added: 2013.]

Revenue per transaction on a consolidated basis has been significantly impacted by acquisitions in our International segment from [removed: 2011] [added: 2012] through [removed: 2013 and, to a lesser degree, our North American acquisition in 2013.][added: 2014.]

We also acquired NexTraq in the U.S in 2013 which has a higher revenue per transaction product in comparison to our other North [removed: American] [added: America] businesses.

This [removed: added] [added: contributed] to higher transaction volumes and revenue per transaction in our North [removed: American] [added: America] segment in 2013 over 2012, in addition to organic growth.

| | • | | _Other income, net_—Other income, net includes foreign currency transaction gains or losses, [removed: revenue/costs] [added: proceeds/costs] from the sale of assets and other miscellaneous operating costs and revenue. |

| | • | | _Interest expense, net_—Interest expense, net includes interest income on our cash balances and interest expense on our outstanding debt and [removed: excludes interest] on our securitization facility. We have historically invested our cash primarily in short-term money market funds. |

_Adjusted Revenues, [added: Adjusted] EBITDA, Adjusted Net Income and Adjusted Net Income Per Diluted Share._ Set forth below are adjusted revenues, [added: adjusted] earnings before interest, taxes, depreciation and [removed: amortization (EBITDA),] [added: amortization, other expense, net, equity method investment loss and loss on extinguishment of debt (Adjusted EBITDA),] adjusted net income and diluted adjusted net income per share for the years ended December 31, [added: 2014,] 2013 and 2012.

| Adjusted revenues | | $ | [removed: 827,028] [added: 1,103,136] | | | $ | [removed: 648,961] [added: 827,028] | | | $ | [removed: 468,392] [added: 648,961] | |

We support our products with specialized issuing, processing and information services that enable us to manage card accounts, facilitate the routing, authorization, clearing and settlement of transactions, and provide value-added functionality and data, including customizable card-level controls and productivity analysis tools.

Depending on our customer’s and partner’s needs, we provide these services in a variety of outsourced solutions ranging from a comprehensive “end-to-end” solution (encompassing issuing, processing and network services) to limited back office processing services.

The results from our Shell Germany business acquired during the third quarter of 2014 are reported in our International segment.

| | | 2014 | | | | 2013 | | | | 2012 | | |

| 2 | Transactions in 2014 includes appropriately 270 million transactions related to our SVS product, which is part of the Comdata business acquired in November 2014. |

From 2013 to 2014, total transactions increased from 327.5 million to 652.4 million, an increase of 324.9 million or 99.2%.

In 2014, transaction volume was primarily affected by the inclusion of approximately 270 million transactions related to our SVS product, which is part of the Comdata business acquired in November 2014.

Furthermore, as previously discussed, revenue per transaction in our North America segment has been significantly impacted by our acquisition the SVS product, which is part of our Comdata business acquired in November 2014.

In 2014, we acquired Comdata in the U.S., which has a higher revenue per transaction product in comparison to our other North American business, when excluding the impact of SVS, a part of the Comdata business.

The SVS product carries a very high volume of transactions at a very low revenue per transaction.

For discussion of revenue per transactions, we are going to exclude the impact of the SVS product which had approximately 270 million transactions in 2014 at a very low revenue per transaction.

| | • | | _Other operating, net_—Our other operating, net includes other operating expenses and income items unusual to the period and presented separately. |

| | • | | _Equity method investment loss_—Equity method investment loss relates to our minority interest in Masternaut, a provider of telematics solutions to commercial fleets in Europe, which we account for as an equity method investment. |

| | • | | _Loss on early extinguishment of debt_—Loss on early extinguishment of debt relates to our write-off of debt issuance costs associated with the refinancing of our Existing Credit Facility and entry into our New Credit Agreement, along with our recent acquisition of Comdata. |

| | | 2014 | | | | 2013 | | | | 2012 | | |

Acquisitions and Investments

During 2014, we completed acquisitions with an aggregate purchase price of $3.67 billion, net of cash acquired of $165.8 million.

| | • | | In April 2014, we completed an equity method investment in Masternaut Group Holdings Limited (“Masternaut”), Europe’s largest provider of telematics solutions to commercial fleets, included in “Equity method investment” in our Consolidated Balance Sheets. We own 44% of the outstanding equity of Masternaut. |

| | • | | In July 2014, we also acquired Pacific Pride (“PacPride”), a U.S. fuel card business, and in August 2014, we acquired a fuel card portfolio from Shell in Germany (“Shell Germany”). The purpose of these acquisitions was to strengthen our presence in the U.S. marketplace and establish our presence in the German fuel card market, respectively. |

| | • | | In November 2014, we acquired Comdata Inc. (“Comdata”) from Ceridian LLC, a portfolio company of funds affiliated with Thomas H. Lee Partners, L.P. (“THL”) and Fidelity National Financial Inc. (NYSE: FNF), for $3.42 billion. Comdata is a leading business-to-business provider of innovative electronic payment solutions. As an issuer and a processor, Comdata provides fleet, virtual card and gift card solutions to over 20,000 customers. Comdata has approximately 1,300 employees and enables over $54 billion in payments annually. This acquisition will complement the Company’s current fuel card business in the U.S. and add a new product with the virtual payments business. FleetCor financed the acquisition with approximately $2.4 billion of debt and the issuance of 7,625,380 shares of FleetCor common stock, including amounts applied at the closing to the repayment of Comdata’s debt. |

The results of operations from PacPride and Comdata are included within our North America segment, from the date of acquisition.

During 2014, we recorded adjustments to the estimated fair value of contingent consideration of $28.1 million, based on actual results of the business, which included the impact of an unfavorable tax judgment against VB during the fourth quarter of 2014.The most significant acquisitions are described below.

The Company estimated the fair value of remaining payments related to this contingent consideration of $0.5 million at December 31, 2014.

| North America | | $ | 668.3 | | | | 55.7 | % | | $ | 460.7 | | | | 51.5 | % | | $ | 207.6 | | | | 45.1 | % |

| International | | | 531.1 | | | | 44.3 | % | | | 434.5 | | | | 48.5 | % | | | 96.6 | | | | 22.2 | % |

| Total revenues, net | | | 1,199.4 | | | | 100.0 | % | | | 895.2 | | | | 100.0 | % | | | 304.2 | | | | 34.0 | % |

| Merchant commissions | | | 96.3 | | | | 8.0 | % | | | 68.2 | | | | 7.6 | % | | | 28.1 | | | | 41.3 | % |

| Processing | | | 173.3 | | | | 14.4 | % | | | 134.0 | | | | 15.0 | % | | | 39.3 | | | | 29.3 | % |

| Selling | | | 75.5 | | | | 6.3 | % | | | 57.4 | | | | 6.4 | % | | | 18.2 | | | | 31.7 | % |

| General and administrative | | | 206.0 | | | | 17.2 | % | | | 142.3 | | | | 15.9 | % | | | 63.7 | | | | 44.8 | % |

| Depreciation and amortization | | | 112.4 | | | | 9.4 | % | | | 72.7 | | | | 8.1 | % | | | 39.6 | | | | 54.5 | % |

| Other operating, net | | | (29.5 | ) | | | 2.5 | % | | | — | | | | — | | | | (29.5 | ) | | | (100 | %) |

| Operating income | | | 565.4 | | | | 47.1 | % | | | 420.6 | | | | 47.0 | % | | | 144.8 | | | | 34.4 | % |

| Equity method investment loss | | | 8.6 | | | | 0.7 | % | | | — | | | | — | | | | 8.6 | | | | 100 | % |

| Interest expense, net | | | 28.9 | | | | 2.4 | % | | | 16.4 | | | | 1.8 | % | | | 12.4 | | | | 75.3 | % |

| Loss on early extinguishment of debt | | | 15.8 | | | | 1.3 | % | | | — | | | | — | | | | 15.8 | | | | 100 | % |

| Provision for income taxes | | | 144.2 | | | | 12.0 | % | | | 119.1 | | | | 13.3 | % | | | 25.2 | | | | 21.1 | % |

| Net income | | $ | 368.7 | | | | 30.7 | % | | $ | 284.5 | | | | 31.8 | % | | $ | 84.2 | | | | 29.6 | % |

| North America | | $ | 287.3 | | | | | | | $ | 220.5 | | | | | | | $ | 66.8 | | | | 30.3 | % |

| International | | | 278.1 | | | | | | | | 200.1 | | | | | | | | 78.0 | | | | 39.0 | % |

We refer to these major oil companies, leasing companies and petroleum markets as “partners”.

Our customers can use this data to track important business productivity metrics, combat fraud and employee misuse, streamline expense administration and lower overall workforce and fleet operating costs.

The results from our Mexican prepaid fuel card and food voucher business acquired during the third quarter of 2011, Allstar business acquired during the fourth quarter of 2011, the Russian fuel card business acquired during the second quarter of 2012, CTF Technologies, Inc. acquired during the third quarter of 2012, the Australian Fleet Card business acquired during the first quarter of 2013, the New Zealand CardLink business acquired during the second quarter of 2013, the Brazilian VB business acquired during the third quarter of 2013, the Brazilian DB business acquired during the fourth quarter of 2013 and the UK Epyx business acquired during the fourth quarter of 2013 are reported in our International segment.

| | | | | | | | | | | | | |

| International1 | | | 162.5 | | | | 146.9 | | | | 62.1 | |

| International1 | | | 2.67 | | | | 2.09 | | | | 2.75 | |

1 Adjusted revenues is a non-GAAP financial measure defined as revenues, net less merchant commissions.

We believe this measure is a more effective way to evaluate our revenue performance.

See the heading entitled “Management’s Use of Non-GAAP Financial Measures.”

From 2011 to 2012, total transactions increased from 214.8 million to 303.8 million, an increase of 89.0 million or 41.4%.

In 2011, we acquired Efectivale in Mexico and Allstar Business Solutions Limited (Allstar) in the U.K., both in our International segment.

While the acquired businesses represent good profit margin businesses, they have lower revenue per transaction products in comparison to our other businesses.

The impact of these acquisitions on revenue per transaction was partially offset by the impact of acquisitions completed in 2012.

Adjusted revenues, EBITDA, adjusted net income and adjusted net income per diluted share are supplemental non-GAAP financial measures of operating performance.

| | faster rate than the merchant’s wholesale cost of fuel. See “Sources of Revenue” above for further information related to fuel-price spreads. |

Acquisitions

The most significant acquisitions are described below.

During 2011, we acquired two companies, with an aggregate purchase price of $333.8 million, net of cash acquired, which are further described below.

| | • | | In August 2011, we completed the acquisition of all of the outstanding stock of Efectivale, a prepaid fuel card and food voucher business based in Mexico City, Mexico. The purchase price of this |

| | acquisition was funded with cash. With this acquisition, we entered the Latin American fuel card and food voucher markets. |

| | • | | In December 2011, we completed the acquisition of all of the outstanding shares of Allstar, a fleet card company based in the United Kingdom. The aggregate purchase price was £200 million, or approximately $312 million, (based on the exchange rate on the date of acquisition), and was funded with cash and debt. As a result of this acquisition, we expanded our commercial fleet card offerings in the United Kingdom. |

| | | | | | | | | |

North America segment revenue per transaction was impacted by the reasons discussed above.

Other expense, net decreased from $1.1 million in 2012 to $0.6 million in 2013, a decrease of $0.5 million, a negligible change.

price for acquisitions.

| Term loan | | | 1.77 | % | | | 1.75 | % |

| Domestic Revolver A | | | 1.80 | % | | | 1.74 | % |

| North America | | $ | 400.1 | | | | 56.6 | % | | $ | 348.8 | | | | 67.1 | % | | $ | 51.3 | | | | 14.7 | % |

| International | | | 307.4 | | | | 43.4 | % | | | 170.8 | | | | 32.9 | % | | | 136.6 | | | | 80.0 | % |

| Total revenues, net | | | 707.5 | | | | 100.0 | % | | | 519.6 | | | | 100.0 | % | | | 187.9 | | | | 36.2 | % |

| Merchant commissions | | | 58.6 | | | | 8.3 | % | | | 51.2 | | | | 9.9 | % | | | 7.4 | | | | 14.5 | % |

| Processing | | | 115.5 | | | | 16.3 | % | | | 84.5 | | | | 16.3 | % | | | 31.0 | | | | 36.7 | % |

| Selling | | | 46.4 | | | | 6.6 | % | | | 36.6 | | | | 7.0 | % | | | 9.8 | | | | 26.8 | % |

| General and administrative | | | 110.1 | | | | 15.6 | % | | | 84.8 | | | | 16.3 | % | | | 25.3 | | | | 29.8 | % |

| Depreciation and amortization | | | 52.0 | | | | 7.3 | % | | | 36.2 | | | | 7.0 | % | | | 15.8 | | | | 43.6 | % |

| Operating income | | | 324.9 | | | | 45.9 | % | | | 226.3 | | | | 43.6 | % | | | 98.6 | | | | 43.6 | % |

| Interest expense, net | | | 13.0 | | | | 1.8 | % | | | 13.4 | | | | 2.6 | % | | | (0.4 | ) | | | (3.0 | )% |

| Loss on extinguishment of debt | | | — | | | | 0.0 | % | | | 2.7 | | | | 0.5 | % | | | (2.7 | ) | | | (100.0 | )% |

| Provision for income taxes | | | 94.6 | | | | 13.4 | % | | | 63.5 | | | | 12.2 | % | | | 31.1 | | | | 49.0 | % |

| Net income | | $ | 216.2 | | | | 30.6 | % | | $ | 147.3 | | | | 28.3 | % | | $ | 68.9 | | | | 46.8 | % |

Revenue from our International segment was [added: 44.3%,] 48.5% [removed: 43.4%] and [removed: 32.9%] [added: 43.4%] of total revenue for the years ended December 31, [added: 2014,] 2013, [removed: 2012,] and [removed: 2011,] [added: 2012,] respectively.

Exchange rates and currency positions as of December 31, [removed: 2013] [added: 2014] were used to perform the sensitivity analysis.

Such analysis indicated that a hypothetical 10% change in foreign currency exchange rates would have increased or decreased consolidated operating income during the year ended December 31, [removed: 2013] [added: 2014] by approximately [removed: $20.0] [added: $27.8] million had the U.S. dollar exchange rate increased or decreased relative to the currencies to which we had exposure.

When exchange rates and currency positions as of December 31, 2013 and 2012 were used to perform this sensitivity analysis, the analysis indicated that a hypothetical 10% change in currency exchange rates would have increased or decreased consolidated [removed: pretax] [added: operating] income for the years ended December 31, 2013 and 2012 by approximately [removed: $12.8] [added: $20.0] million and [removed: $7.3] [added: $12.8] million, respectively.

Under our [added: previously Existing] Credit Facility, we [removed: have] [added: had] a syndicated $550 million term loan agreement with a syndicate of term loan B investors in the United States, as well as a $850 million revolving credit facility.

Prior to entering into our [added: New] Credit [removed: Facility,] [added: Agreement,] we had borrowings outstanding under the [removed: 2005 Credit Facility and the CCS] [added: Existing] Credit Facility.

On [removed: June 22, 2011,] [added: November 14, 2014,] proceeds from our [removed: new] [added: New] Credit [removed: Facility] [added: Agreement] were used to retire our existing indebtedness under the [removed: 2005 Credit Facility and the CCS] [added: Existing] Credit Facility.

Based on the amounts and mix of our fixed and floating rate debt (exclusive of our Securitization Facility) at December 31, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011,] [added: 2012,] if market interest rates had increased or decreased an average of 100 basis points, our interest expense would have changed by [removed: $1.6] [added: $2.9] million, [removed: $1.3] [added: $1.6] million and $1.3 million, respectively.

Under our $3.355 billion Credit Facility, we have syndicated $2.02 billion and $300 million term loan agreements with a syndicate of term loan A and term loan B investors in the United States, respectively, as well as a revolving A credit facility of $1.0 billion and a revolving B credit facility of $35 million.

Interest on amounts outstanding under the previously Existing Credit Agreement bore interest, at our election, at the British Bankers Association LIBOR Rate (the Eurocurrency Rate), plus a margin based on a leverage ratio, or at our option, the Base Rate (defined as the rate equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the prime rate announced by Bank of America, N.A., or (c) the Eurocurrency Rate plus 1.00%) plus a margin based on a leverage ratio.

Under the 2005 Credit Facility, we had a syndicated $300.0 million term loan agreement with a syndicate of term loan B investors in the United States.

The term loan bore interest, at our election, at the prime rate or LIBOR plus a margin based on our leverage position.

Under the 2005 Credit Facility, we also had a $50 million unsecured revolving credit facility with a syndicate of banks based in the United States and Europe.

Borrowings bore a variable interest rate based at the prime rate or LIBOR plus a margin that varied according to our leverage position.

In addition, we had an $84.3 million term loan under our CCS Credit Facility.

This term loan bore interest on a base rate, PRIBOR, plus a margin and mandatory cost.

FleetCor is a leading independent global provider of fuel [removed: cards] [added: cards, commercial payment] and [added: data solutions, stored value solutions, and] workforce payment products and services to businesses, [added: retailers,] commercial fleets, major oil companies, petroleum marketers and government entities in countries throughout North America, Latin America, Europe, Australia and New Zealand.

Our payment programs enable our customers to better manage and control [added: their commercial payments, card programs, and] employee spending and provide card-accepting merchants with a high volume customer base that can increase their sales and customer loyalty.

We also provide a suite of fleet related and workforce payment solution products, including [removed: a] mobile telematics [removed: service,] [added: services,] fleet maintenance management and employee benefit and transportation related payments.

In [removed: 2013,] [added: 2014,] we processed approximately [removed: 328] [added: 652] million transactions on our proprietary networks and third-party [removed: networks.][added: networks (which includes approximately 270 million transactions related to our SVS product, acquired with Comdata).]

We market our [added: fleet] payment products directly to a broad range of [removed: businesses,] commercial fleet customers, oil companies, petroleum marketers and government entities.

We also manage commercial fleet card programs for major oil companies, such as British Petroleum (BP) (including its subsidiary Arco), Chevron and Shell, and over [removed: 800] [added: 1,100] petroleum marketers.

We refer to these major oil companies, leasing [removed: companies and] [added: companies,] petroleum [removed: marketers] [added: marketers, VARs and other referral partners] with whom we have strategic relationships as our “partners.” [added: These partners collectively maintain hundreds of thousands of end-customer relationships with commercial fleets, commercial payment solutions customers and other businesses.]

[removed: We sell a range of customized fleet and lodging payment programs directly and] indirectly to our customers through partners, such as major oil companies, leasing companies and petroleum marketers.

Depending on our [removed: customer’s] [added: customers] and [removed: partner’s] [added: partners] needs, we provide these services in a variety of outsourced solutions ranging from a comprehensive “end-to-end” solution (encompassing issuing, processing and network services) to limited back office processing services.

In addition, we offer a telematics solution [removed: in the U.S. and Europe] that combines global positioning, satellite tracking and other wireless technology to allow fleet operators to monitor the capacity utilization and movement of their vehicles and drivers.

We also provide a vehicle maintenance service offering that helps fleet customers to better manage their vehicle maintenance, service, and repair needs in the U.K. In Mexico, we offer [added: primarily] prepaid fuel and food vouchers and cards that may be used as a form of payment in restaurants, grocery stores and gas stations.

| | • | | _Fuelman network_—our primary proprietary fleet card network in the United States. We have negotiated card acceptance and settlement terms with over [removed: 12,500] [added: 11,000] individual merchants, providing the Fuelman network with [removed: more than] [added: approximately] 50,000 fueling sites and [removed: nearly 28,000] [added: over 26,000] maintenance sites across the country. |

| | • | | _Corporate Lodging Consultants network (CLC)_—our proprietary lodging network in the United States and Canada. The CLC Lodging network [removed: covers more than 17,800] [added: includes approximately 17,000] hotels across the United States and Canada. |

| | • | | [removed: _Commercial] [added: _Pacific Pride] Fueling Network [removed: (CFN)_—our “members only” unattended] [added: (PacPride)_—our] fueling [removed: location] network in the United States and [removed: Canada. The CFN network is] [added: Canada] composed of [removed: approximately 2,630] [added: over 2,000] fueling sites, each of which is [removed: owned by a CFN member, and the majority] [added: franchisee owned,] of which [added: approximately 940] are unattended cardlock facilities. [removed: The CFN membership base is comprised of approximately 260 independent petroleum marketers.] Our [removed: members] [added: franchisees] join [removed: CFN] [added: PacPride] to provide network access to their fleet customers and benefit from fleet card volume generated by our other [removed: members’] [added: franchisees’] fleet customers fueling at their locations. [added: With the launch of our PrideAdvantage card, fleet customer cards will be honored at both PacPride and Fuelman locations across the U.S., expanding the network of locations for fueling.] |

| | • | | _Allstar network_—our proprietary fleet card network in the United Kingdom. We have negotiated card acceptance and settlement terms with approximately [removed: 3,800] [added: 3,500] individual merchants, providing this network with over [removed: 7,500] [added: 7,600] fueling sites. |

| | • | | _Keyfuels network_—our proprietary fleet card network in the United Kingdom. We have negotiated card acceptance and settlement terms with [removed: approximately] [added: more than] 480 individual merchants, providing the Keyfuels network with over [removed: 2,290] [added: 2,300] fueling sites. |

| | • | | _CCS network_—our primary proprietary fleet card network in the Czech Republic and Slovakia. We have negotiated card acceptance and settlement terms with several major oil companies on a brand-wide basis, including Agip, Benzina, OMV and Shell, and with approximately [removed: 1,600] [added: 1,400] other merchants, providing the CCS network with over [removed: 2,500] [added: 2,300] fueling sites and [removed: 1,400] [added: over 1,200] other sites accepting our cards. |

| | • | | _Petrol Plus Region (PPR) network_—our primary proprietary fleet card network in Russia, Poland, Ukraine, [removed: Belarus, Lithuania, Estonia, Latvia] [added: Belarus] and Kazakhstan. We have negotiated card acceptance and settlement terms with about 725 individual merchants, providing the PPR network with approximately 11,600 fueling sites across the region. |

| | • | | _Efectivale network_—our proprietary fuel and food card and voucher networks in Mexico. We have negotiated acceptance and settlement terms with [removed: approximately 18,400] [added: over 22,000] individual merchants, providing the Mexican network with over [removed: 5,900] [added: 6,900] fueling sites and [removed: 67,700] [added: 69,000] food sites. |

| | • | | _CTF network_—our [removed: acquired] proprietary fuel controls network in Brazil. We have partnerships with BR Distribuidora (Petrobas) and Ipiranga Distribuidora, retail oil [removed: distributors] [added: distributors, as well as other fuel providers,] in Brazil. CTF’s processing system works at over [removed: 1,000] [added: 1,600] highway fueling sites through these [removed: partnerships.] [added: partnerships and is integrated with two main banks, Banco Bradesco and Banco Itau.] |

| | • | | _1link service network_—our proprietary maintenance and repair network in the United Kingdom. The 1link network processes transactions for [removed: more than 5,700 supplier accounts at] [added: fleet customers through] more than [removed: 8,900] [added: 9,000] service [removed: centers] [added: centres] across the United Kingdom. |

| | • | | [removed: _Auto Expresso] [added: _RODOCRED] network_—our proprietary toll network in Brazil. The [removed: Auto Expresso] [added: RODOCRED] network processes toll transactions [removed: on] [added: for] more than [removed: 90%] [added: 50,000 customers and approximately 95%] of toll roads across Brazil. |

| | • | | _VB Distribution system_—our proprietary distribution network in Brazil for transportation [added: cards, meal/grocery cards, and fuel] cards. The VB distribution network distributes cards for more than [added: 28,000 clients and negotiates with more than] 900 public transportation agencies across Brazil. |

| | • | | _MasterCard network_—In the United States and Canada, we issue corporate cards that utilize the MasterCard payment network, which includes [removed: approximately 185,000] [added: over 179,000] fuel sites and [removed: 492,000] [added: 500,000] maintenance [removed: location.] [added: locations.] Our co-branded MasterCard corporate [added: cards, virtual card corporate payment solution, purchasing cards, T&E] cards [added: and multi-use cards] have additional purchasing capabilities and can be accepted at over [removed: 7.9] [added: 8.6] million locations throughout the United States and Canada. We market these cards to customers who require card acceptance beyond our proprietary merchant locations. The MasterCard network delivers the ability to capture value-added transaction data at the point-of-sale and allows us to provide customers with fleet controls and reporting comparable to those of our proprietary fleet card networks. |

| | • | | _UTA network_—UNION TANK Eckstein GmbH & Co. KG (UTA) operates a network of over [removed: 48,000] [added: 49,000] points of acceptance in [removed: 39] [added: 40] European countries, including more than [removed: 33,000] [added: 34,000] fueling sites. The UTA network is generally utilized by European transport companies that travel between multiple countries. |

| | • | | _DKV network_—DKV operates a network of over 54,000 fleet card-accepting locations across [removed: 42 countries throughout Europe, including] more than [removed: 38,000 fueling sites.] [added: 40 countries throughout Europe.] The DKV network is generally utilized by European transport companies that travel between multiple countries. |

| | • | | _Carnet networks_—In Mexico, we issue fuel cards and food cards that utilize the Carnet payment network, which includes [removed: approximately 9,300] [added: over 10,000] fueling sites and [removed: 84,700] [added: over 76,000] food locations across the country. |

We provide our [added: fleet] products and services primarily to [added: trucking companies, commercial] fleet customers and our major oil company and petroleum marketer partners.

We distribute our [added: fleet] products and services directly to [added: trucking companies and commercial] fleet customers as well as through our major oil company and petroleum marketer partners.

[removed: Our agreements with our major oil company partners typically have initial terms of] five to ten years with current remaining terms ranging from two to seven years.

Our top three strategic relationships with major oil companies represented in the aggregate approximately [added: 9%,] 13%, [removed: 16%,] and [removed: 21%] [added: 16%] of our consolidated revenue for the years ended December 31, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011,] [added: 2012,] respectively.

No single partner represented more than 10% of our consolidated revenue in [added: 2014,] 2013 [removed: and] [added: or] 2012.

We provide similar [added: fleet] products and services to government fleet customers as we provide to other commercial fleet customers.

We market our products and services to fleet operators [added: and businesses] in North America and internationally through multiple channels including field sales, telesales, direct marketing, point-of-sale marketing and the internet.

We also leverage the sales and marketing capabilities of our strategic relationships with over [removed: 800] [added: 1,100] oil companies, petroleum marketers, card [removed: marketers and] [added: marketers,] leasing [removed: companies.][added: companies, VARs and other referral partners.]

We employ sales and marketing employees worldwide that are focused on acquiring new customers for all of our direct business card [removed: programs, as well as] [added: programs] select card programs for oil [removed: companies and] [added: companies,] petroleum [removed: marketers.][added: marketers and other services to fleets.]

| | • | | _Field sales_—Our direct sales team includes field sales representatives, who conduct face-to-face sales presentations and product demonstrations with prospects, assist with post-sale program implementation and training and provide in-person account management. [added: Field sales representatives also attend and manage our marketing at tradeshows.] Our field sales force [added: is dedicated to fleet products and other services and] generally targets fleets with more than 15 vehicles or cards. [removed: Field] [added: Our field] sales [removed: representatives also attend] [added: force for corporate payment solutions targets large] and [removed: manage our marketing at tradeshows.] [added: mid-sized businesses primarily in the United States. We] |

| | [removed: • | | _Strategic relationships_—We have developed and currently manage relationships with over 800 oil companies, independent petroleum marketers, card marketers and leasing companies. Our major oil company and petroleum marketer relationships offer our payment processing and information management services to their fleet customers in order to establish and enhance customer loyalty. Our card programs for major oil companies and petroleum marketers carry their proprietary branding and] may or may not be accepted in one of our merchant networks. We benefit from the marketing efforts of major oil companies and petroleum marketers with whom we have strategic relationships to attract customers to their fueling locations. We manage the fleet card sales and marketing efforts for several major oil companies across the full spectrum of channels, including field sales, telesales, direct marketing, point-of-sale marketing and internet marketing. In these cases, we establish dedicated sales and marketing teams to focus exclusively on marketing the products of major oil companies and petroleum marketers. Our major oil company relationships include some of the world’s largest oil companies such as BP, Chevron and Shell. Through our leasing company relationships, we offer our payment processing, vehicle maintenance and information management services to their fleet customers as part of the leasing company’s broader package of fleet services. Our leasing company relationships all reside outside of North America, and we view these relationships as an important strategic growth area. |

| | • | | _Strategic account management_—We assign designated account managers who serve as the single point of contact for our large [removed: fleets.] [added: accounts.] Our account managers have in-depth knowledge of our programs and our customers’ operations and objectives. Our account managers train [removed: fleet operators] [added: customer administrators] and support them on the operation and optimal use of our programs, oversee account setup and activation, review online billing and create customized reports. Our account managers also prepare periodic account reviews, provide specific information on trends in their accounts and work together to identify and discuss major issues and emerging [removed: needs of large fleets.] [added: needs.] |

| | • | | _Credit underwriting and collections._ We follow detailed application credit review, account management, and collections procedures for all [added: customers of] our [removed: fleet customers.] [added: payment solutions.] We use multiple levers including billing frequency, payment terms, spending limits and security to manage risk in our portfolio. [added: For the years ended December 31, 2014 and 2013, our bad debt expense was $24.4 million and $18.9 million, respectively.] |

We distribute our commercial payment solutions through direct and indirect channels to businesses of all sizes and types across a broad number of industry verticals, including retail, healthcare, construction and hospitality.

Our indirect channel includes a broad range of value-added resellers (VARs) and other referral partners.

We sell a range of customized fleet and lodging payment programs directly and

Our broad suite of commercial payment solutions with vertical-specific applications enable our corporate customers to manage and control electronic payments across their enterprise, optimize corporate spending and offer innovative services that increase employee efficiency and customer loyalty.

Our commercial payment solutions offer integrated components that create a powerful combination of robust payment functionality, deep business insights and comprehensive technical capabilities and support services.

| | • | | _Comdata Network_—our network of truck stops and fuel merchants for the over-the-road trucking industry. We have negotiated card acceptance and settlement terms at over 6,500 truck stops and fuel merchants across the United States and Canada. |

| | • | | _Commercial Fueling Network (CFN)_—our “members only” unattended fueling location network in the United States and Canada. The CFN network is composed of over 2,500 fueling sites, each of which is owned by a CFN member, and the majority of which are unattended cardlock facilities. The CFN network provides fuel card authorization, transaction processing and cardlock site branding for over 240 independent petroleum marketers. Through a CFN affiliation, petroleum marketers can offer commercial fleets an integrated fueling solution with access to over 50,000 locations via CFN’s FleetWide network. |

Our agreements with our major oil company partners typically have initial terms of

We distribute our commercial payment solutions through direct and indirect channels to businesses of all sizes and types across a broad number of industry verticals.

We serve customers across numerous industry verticals, such as retail, healthcare, construction and hospitality as well as general commercial payment services in energy, entertainment, insurance and trade finance.

We provide our commercial payment solutions under contracts with our customers.

Terms such as exclusivity, mandatory minimum contract payments and pricing terms vary based on scope of use, usage volumes, incentives and contract duration.

When our commercial payment solutions include short term credit, our contracts for those solutions contain credit and collection terms.

Contracts for our commercial stored value solutions include a description and pricing for our services and deliverables associated with those solutions.

| | also have small field sales teams targeting large and medium sized retailers as prospective customers of our stored value products in the Americas, Asia-Pacific and Europe. |

| --- | --- |

| | • | | For corporate payment solutions, our direct channel telesales group targets smaller businesses, provides cross-sale support and runs our vendor enrollment program that targets our commercial payment customer’s supply-chain partners. |

| | • | | _Strategic relationships_—We have developed and currently manage relationships with over 1,100 oil companies, independent petroleum marketers, card marketers and leasing companies. Our major oil company and petroleum marketer relationships offer our payment processing and information management services to their fleet customers in order to establish and enhance customer loyalty. Our card programs for major oil companies and petroleum marketers carry their proprietary branding and |

| --- | --- |

Our indirect channel includes a broad range of VARs and other referral partners that expand our reach into smaller businesses, new industry verticals and new geographies faster and at a significantly lower cost.

We provide our commercial payment solutions, third-party processing services and other fleet services to these partners who offer our services under our brands or their own brands on a “white-label” basis.

For example, we provide healthcare payment solutions through healthcare networks, corporate payment solutions through software and services providers and payroll card solutions through payroll service providers.

| | • | | _Implementation and activation_—We have dedicated implementation teams that are responsible for establishing the system set-up for each customer account. These teams focus on successful activation and utilization of our new customers and provide training and education on the use of our products and services. Technical support resources are provided to support the accurate and timely set-up of technical integrations between our proprietary processing systems and customer systems (e.g., payroll, enterprise resource planning and point-of-sale). Larger accounts are provided dedicated program managers who are responsible for managing and coordinating customer activities for the duration of the implementation. These program managers are responsible for the successful set-up of accounts to meet stated customer objectives. |

| | • | | _Customer service__—_Day-to-day servicing representatives are designated for customer accounts. These designated representatives are responsible for the daily service items and issue resolution of customers. These servicing representatives are familiar with the nuanced requirements and specifics of a customer’s program. Service representatives are responsible for customer training, fraud disputes, card orders, card maintenance, billing, etc. |

| | • | | _Call center program administrator_—Off-hour call center support is provided to customers to handle time-sensitive requests and issues outside of normal business hours. |

| | • | | _Management tools__—_We offer a variety of online servicing tools that enable companies to identify and provide authority to program administrators to self-service their accounts. |

| --- | --- | --- | --- |

Additionally, we provide cardholder support for individuals utilizing our payment tools, such as fleet, T&E, gift cards, and stored value payroll cards.

This support enables cardholders the ability to activate cards, check balances, and resolve issues in a timely and effective fashion.

Cardholder support is conducted 24-hours a day, seven-days per week in multiple languages utilizing telephony, web and call center technologies to deliver comprehensive and cost effective servicing.

We have rigorous operational metrics in place to increase cardholder responsiveness to corporate and customer objectives.

| --- | --- | --- | --- |

| --- | --- | --- | --- |

| --- | --- | --- | --- |

| --- | --- | --- | --- |

| --- | --- | --- | --- |

Our corporate payments business competes with large financial institutions and American Express.

Such entities will often offer extended payment terms as well as more broadly packaged treasury management services.

In highly competitive situations, we differentiate our business primarily based upon the utilization of both open and proprietary payment networks, integrated process flows and aggressive vendor enrollment programs which all in turn allow for faster and deeper accounts payable penetration and greater savings on accounts payable spend.

Our business competes on ease of program integration, reporting and data, customer rebates, cardholder features, payment terms and network acceptance.

These companies collectively maintain hundreds of thousands of end-customer relationships with commercial fleets.

In 2011, our relationship with Chevron represented approximately 11% of our consolidated revenue.

| | • | | _Welcome and activation_—We have dedicated teams that contact and welcome our new customers. These teams focus on successful activation and utilization of our new customers and provide training and education on the use of our products and services. |

In the United States, these laws apply primarily to consumer cards, which are cards used to make purchases for personal, family or household purposes.

Because our payment cards are limited to purchases for business purposes only, they are typically classified as commercial cards and are generally not subject to many of the laws and regulations applicable to consumer cards.

As a result, our business is less regulated than one that provides products or services to consumers; yet, we are still subject to significant domestic and foreign regulation.

The Federal Trade Commission Act empowers the Federal Trade Commission, or FTC, to regulate unfair methods of competition and unfair or deceptive acts or practices affecting commerce.

While this power is generally exercised to protect consumers, the FTC has sometimes taken action on behalf of small businesses.

requires that creditors disclose the reasons for taking any adverse action against an applicant or a customer seeking credit.

_Bank Secrecy Act_

We maintain anti-money laundering controls designed to prevent our network from being used for money laundering or terrorist financing.

For example, a provision of the law requires credit card issuers to collect and report information regarding applications made by women and minority owned businesses and small businesses.

We continue to prepare for this requirement, but proposed regulations have not been published.

provisions in our cardholder agreements as to the laws of which jurisdiction to apply.

_Other laws and regulations_

We are subject to a variety of laws and regulations governing privacy, data security, and breach notification.

We are also subject to debt-collection laws and to bankruptcy and other debtor-relief laws that can affect our ability to collect amounts owed to us.

| Jeffrey D. Lamb | | | 56 | | | Executive Vice President—New Products |

| Charles Freund | | | 41 | | | President—Emerging Markets |

_Jeffrey D.

Lamb_ joined us in December 2010 and serves as our Executive Vice President—New Products.

From December 2010 to May 2012, Mr. Lamb served as our Executive Vice President—Global Strategy and U.S. Sales and Marketing.

In July 2005, Mr. Lamb co-founded Socius Capital, LLC, an independent financial sponsor and management company to small and medium-sized businesses, and served as its Managing Director until December 2010.

Since December 2008, Mr. Lamb has served on the Board of Managers of Wazee Companies, LLC, an electrical repair and maintenance service provider.

Between July 2006 and March 2009, Mr. Lamb served on the Board of Directors of On the Scene Productions, Inc., a video production company for the public relations industry.

Mr. Lamb also served as the Chief Executive Officer of On the Scene Productions, Inc. between July 2006 and February 2008.

On the Scene Productions, Inc. filed its voluntary petition for bankruptcy liquidation under the U.S. Bankruptcy Code in October 2009.

From 2001 to 2004, Mr. Lamb was Senior Director of Worldwide Marketing for the service division of Sun Microsystems, Inc. (acquired by Oracle Corporation in January 2010), a provider of network computing infrastructure solutions.

From 2009 to 2013, Mr. Reed served as the Senior Vice President, Global Architecture and Technology at First Data Corporation, a global payment processing company.

_Michael Scarbrough_ joined us as President—NexTraq in connection with our acquisition of NexTraq in October 2013.

As of the date of this filing, we are not currently party to any legal proceedings or governmental inquiries or investigations that we consider to be material and we were not involved in any material legal proceedings that terminated during the fourth [removed: quarter, except as described below.][added: quarter.]

We are and may become, however, subject to [added: lawsuits from time to time in the ordinary course of our business.]

##### [Table of Contents](#toc)

lawsuits from time to time in the ordinary course of our business.

Beginning in 2010, we were involved in an investigation by the Office of Fair Trading in the United Kingdom, relating to our Keyfuels product line.

This product line consists of our proprietary payment card and associated site network in the United Kingdom.

A competitor alleged we were dominant in a relevant market with its Keyfuels product.

The Office of Fair trading investigated the allegations and following an extensive enquiry process, the Office of Fair Trading concluded that it had no grounds to take action against us or our subsidiaries over the alleged abuse of dominance.

The Office of Fair Trading issued a news release to this effect on October 31, 2013.

For the Fiscal Year Ended December 31, [removed: 2013][added: 2014]

Yes [removed: þ] [added: x] No ¨

Yes ¨ No [removed: þ][added: x]

| Large accelerated filer | | [removed: þ] [added: x] | | Accelerated filer | | ¨ |

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $5,564,802,000] [added: $10,086,100,000] as of June [removed: 28, 2013,] [added: 30, 2014,] the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing sale price as reported on the New York Stock Exchange.

As of February [removed: 7, 2014,] [added: 6, 2015,] there were [removed: 82,479,701] [added: 91,677,376] shares of common stock outstanding.

Portions of the registrant’s definitive Proxy Statement to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held on [removed: May 29, 2014] [added: June 10, 2015] are incorporated by reference into Part III of this report.

For The Year Ended December 31, [removed: 2013][added: 2014]

| [removed: [PART I](#tx634144_1)] [added: PART I] | | | | | | | | |

| | | [removed: [Item 1.](#tx634144_2)] [added: Item 1.] | | [removed: Business] [added: [Business](#tx831300_1)] | | | 4 | |

| | | [removed: [Item X.](#tx634144_3)] [added: Item X.] | | [removed: Executive] [added: [Executive] Officers of the [removed: Registrant] [added: Registrant](#tx831300_2)] | | | [removed: 14] [added: 19] | |

| | | [removed: [Item 1A.](#tx634144_4)] [added: Item 1A.] | | [removed: Risk Factors] [added: [Risk Factors](#tx831300_3)] | | | [removed: 17] [added: 21] | |

| | | [removed: [Item 1B.](#tx634144_5)] [added: Item 1B.] | | [removed: Unresolved] [added: [Unresolved] Staff [removed: Comments] [added: Comments](#tx831300_4)] | | | [removed: 31] [added: 39] | |

| | | [removed: [Item 2.](#tx634144_6)] [added: Item 2.] | | [removed: Properties] [added: [Properties](#tx831300_5)] | | | [removed: 32] [added: 40] | |

| | | [removed: [Item 3.](#tx634144_7)] [added: Item 3.] | | [removed: Legal Proceedings] [added: [Legal Proceedings](#tx831300_6)] | | | [removed: 32] [added: 41] | |

| | | [removed: [Item 4.](#tx634144_8)] [added: Item 4.] | | [removed: Mine] [added: [Mine] Safety [removed: Disclosures] [added: Disclosures](#tx831300_7)] | | | [removed: 33] [added: 41] | |

| [removed: [PART II](#tx634144_9)] [added: PART II] | | | | | | | | |

| | | [removed: [Item 5.](#tx634144_10)] [added: Item 5.] | | [removed: Market] [added: [Market] for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities] [added: Securities](#tx831300_8)] | | | [removed: 33] [added: 42] | |

| | | [removed: [Item 6.](#tx634144_11)] [added: Item 6.] | | [removed: Selected] [added: [Selected] Financial [removed: Data] [added: Data](#tx831300_9)] | | | [removed: 35] [added: 45] | |

| | | [removed: [Item 7.](#tx634144_12)] [added: Item 7.] | | [removed: Management’s] [added: [Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations] [added: Operations](#tx831300_10)] | | | [removed: 36] [added: 46] | |

| | | [removed: [Item 7A.](#tx634144_13)] [added: Item 7A.] | | [removed: Quantitative] [added: [Quantitative] and Qualitative Disclosures about Market [removed: Risk] [added: Risk](#tx831300_11)] | | | [removed: 68] [added: 79] | |

| | | [removed: [Item 8.](#tx634144_14)] [added: Item 8.] | | [removed: Financial] [added: [Financial] Statements and Supplementary [removed: Data] [added: Data](#tx831300_12)] | | | [removed: 70] [added: 81] | |

| | | [removed: [Item 9.](#tx634144_15)] [added: Item 9.] | | [removed: Changes] [added: [Changes] in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure] [added: Disclosure](#tx831300_13)] | | | [removed: 111] [added: 121] | |

| | | [removed: [Item 9A.](#tx634144_16)] [added: Item 9A.] | | [removed: Controls] [added: [Controls] and [removed: Procedures] [added: Procedures](#tx831300_14)] | | | [removed: 111] [added: 121] | |

| | | [removed: [Item 9B.](#tx634144_17)] [added: Item 9B.] | | [removed: Other Information] [added: [Other Information](#tx831300_15)] | | | [removed: 112] [added: 123] | |

| [removed: [PART III](#tx634144_18)] [added: PART III] | | | | | | | | |

| | | [removed: [Item 10.](#tx634144_19)] [added: Item 10.] | | [removed: Directors,] [added: [Directors,] Executive Officers and Corporate [removed: Governance] [added: Governance](#tx831300_16)] | | | [removed: 112] [added: 123] | |

| | | [removed: [Item 11.](#tx634144_20)] [added: Item 11.] | | [removed: Executive Compensation] [added: [Executive Compensation](#tx831300_17)] | | | [removed: 112] [added: 123] | |

| | | [removed: [Item 12.](#tx634144_21)] [added: Item 12.] | | [removed: Security] [added: [Security] Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters] [added: Matters](#tx831300_18)] | | | [removed: 113] [added: 123] | |

| | | [removed: [Item 13.](#tx634144_22)] [added: Item 13.] | | [removed: Certain] [added: [Certain] Relationships and Related Transactions, and Director [removed: Independence] [added: Independence](#tx831300_19)] | | | [removed: 113] [added: 123] | |

| | | [removed: [Item 14.](#tx634144_23)] [added: Item 14.] | | [removed: Principal] [added: [Principal] Accountant Fees and [removed: Services] [added: Services](#tx831300_20)] | | | [removed: 113] [added: 123] | |

| [removed: [PART IV](#tx634144_24)] [added: PART IV] | | | | | | | | |

| | | [removed: [Item 15.](#tx634144_25)] [added: Item 15.] | | [removed: Exhibits] [added: [Exhibits] and Financial Statement [removed: Schedules] [added: Schedules](#tx831300_21)] | | | [removed: 114] [added: 124] | |

| | | | | Signatures | | | [removed: 121] | |

10-K 1 d831300d10k.htm 10-K

Yes x No ¨

Yes x No ¨

Yes ¨ No x

10-K 1 d634144d10k.htm 10-K

We have received no written comments regarding our periodic or current reports from the staff of the [removed: SEC that were issued 180 days or more preceding the end of our fiscal year 2013 that remain unresolved.][added: SEC.]

The following table lists each of our material facilities and its location, use and approximate square footage, at December 31, [removed: 2013.][added: 2014.]

| Norcross, Georgia | | Corporate headquarters and operations | | | [removed: 75,300] [added: 81,000] | |

| Houston, Texas | | Credit and collections | | | [removed: 15,000] [added: 6,300] | |

| Prague, Czech Republic | | CCS headquarters, operations, customer service and sales | | | [removed: 28,000] [added: 32,000] | |

| Bryansk, Russia | | [removed: Sales] [added: Customer support, operations, accounting, sales] and marketing | | | 6,800 | |

| [removed: Kemerovo, Russia] [added: Auckland, New Zealand] | | [removed: AKN] [added: CardLink] headquarters, sales, [added: operations, and] customer support [removed: and operations] | | | [removed: 2,100] [added: 12,100] | |

| Sao Paulo, Brazil | | CTF and VB Servicios [removed: headquarters,] sales, customer support and operations | | | 32,300 | |

We also lease a number of minor additional facilities, including local sales and operations offices less than [removed: 2,000] [added: 2,500] square feet, small storage facilities and a small number of service stations in the United Kingdom.

| Salem, Oregon | | Pacific Pride sales, operations, and customer support | | | 10,000 | |

| Brentwood, Tennessee | | Comdata sales, operations, and customer support | | | 228,000 | |

| Franklin, Tennessee | | Comdata warehouse facility | | | 20,100 | |

| Louisville, Kentucky | | SVS sales, operations, and customer support | | | 66,000 | |

| Austin, Texas | | Comdata operations | | | 4,300 | |

##### [Table of Contents](#toc)

| Seattle, Washington | | CFN operations | | | 2,300 | |

| York, United Kingdom | | Operations and sales | | | 2,700 | |

| Santana Parnaiba, Brazil | | VB Servicos operations | | | 2,400 | |

| Auckland, New Zealand | | Cardlink headquarters, sales, operations, and cutomer support | | | 12,100 | |

##### [Table of Contents](#toc)

As of December 31, [removed: 2013,] [added: 2014,] there were [removed: 47] [added: 42] holders of record of our common stock.

The table set forth below provides the intraday high and low sales prices per share of our common stock for the four quarters during [removed: 2013] [added: 2014] and [removed: 2012.][added: 2013.]

[removed: ][added: ]

| 2014: | | | | | | | | |

| First Quarter | | $ | 130.57 | | | $ | 101.69 | |

| Second Quarter | | | 133.73 | | | | 108.75 | |

| Third Quarter | | | 148.60 | | | | 128.64 | |

| Fourth Quarter | | | 156.05 | | | | 123.44 | |

| 3/31/2014 | | $ | 422.39 | | | $ | 152.67 | | | $ | 217.93 | |

| 6/30/2014 | | $ | 483.67 | | | $ | 155.26 | | | $ | 218.52 | |

| 9/30/2014 | | $ | 521.54 | | | $ | 143.38 | | | $ | 221.34 | |

| 12/31/2014 | | $ | 545.72 | | | $ | 156.79 | | | $ | 256.74 | |

Except as previously disclosed on Form 8-K dated August 12, 2014 and Form 8-K dated November 17, 2014, there were no unregistered sales of equity securities during 2014.

##### [Table of Contents](#toc)

| 2012: | | | | | | | | |

| First Quarter | | $ | 39.90 | | | $ | 30.55 | |

| Second Quarter | | | 40.87 | | | | 34.01 | |

| Third Quarter | | | 45.60 | | | | 34.84 | |

| Fourth Quarter | | | 53.65 | | | | 44.38 | |

We had no unregistered sales of equity securities during 2013.

We derived the consolidated statement of income and other financial data for the years ended December 31, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011] [added: 2012] and the selected consolidated balance sheet data as of December 31, [removed: 2013] [added: 2014] and [removed: 2012] [added: 2013] from the audited consolidated financial statements included elsewhere in this report.

We derived the selected historical financial data for the years ended December 31, [removed: 2010] [added: 2011] and [removed: 2009] [added: 2010] and the selected consolidated balance sheets as of December 31, [removed: 2011, 2010] [added: 2012, 2011] and [removed: 2009] [added: 2010] from our audited consolidated financial statements that are not included in this report.

| (in thousands, except per share data) | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | | | [removed: 2009] [added: 2010] | | |

| Consolidated statement of income [removed: data(1):] [added: data:] | | | | | | | | | | | | | | | | | | | | |

| Revenues, net | | $ | [removed: 895,171] [added: 1,199,390] | | | $ | [removed: 707,534] [added: 895,171] | | | $ | [removed: 519,591] [added: 707,534] | | | $ | [removed: 433,841] [added: 519,591] | | | $ | [removed: 354,073] [added: 433,841] | |

| Merchant commissions | | | [removed: 68,143] [added: 96,254] | | | | [removed: 58,573] [added: 68,143] | | | | [removed: 51,199] [added: 58,573] | | | | [removed: 49,050] [added: 51,199] | | | | [removed: 39,709] [added: 49,050] | |

| Processing | | | [removed: 134,030] [added: 173,337] | | | | [removed: 115,446] [added: 134,030] | | | | [removed: 84,516] [added: 115,446] | | | | [removed: 69,687] [added: 84,516] | | | | [removed: 57,997] [added: 69,687] | |

| Selling | | | [removed: 57,346] [added: 75,527] | | | | [removed: 46,429] [added: 57,346] | | | | [removed: 36,606] [added: 46,429] | | | | [removed: 32,731] [added: 36,606] | | | | [removed: 30,579] [added: 32,731] | |

| General and administrative | | | [removed: 142,283] [added: 205,963] | | | | [removed: 110,122] [added: 142,283] | | | | [removed: 84,765] [added: 110,122] | | | | [removed: 78,135] [added: 84,765] | | | | [removed: 51,375] [added: 78,135] | |

| Depreciation and amortization | | | [removed: 72,737] [added: 112,361] | | | | [removed: 52,036] [added: 72,737] | | | | [removed: 36,171] [added: 52,036] | | | | [removed: 33,745] [added: 36,171] | | | | [removed: 28,368] [added: 33,745] | |

| Operating income | | | [removed: 420,632] [added: 565,449] | | | | [removed: 324,928] [added: 420,632] | | | | [removed: 226,334] [added: 324,928] | | | | [removed: 170,493] [added: 226,334] | | | | [removed: 146,045] [added: 170,493] | |

| Other expense (income), net | | | [removed: 602] [added: (700] | [added: )] | | | [removed: 1,121] [added: 602] | | | | [removed: (589] [added: 1,121] | [removed: )] | | | [removed: (1,319] [added: (589] | ) | | | [removed: (933] [added: (1,319] | ) |

| Interest expense, net | | | [removed: 16,461] [added: 28,856] | | | | [removed: 13,017] [added: 16,461] | | | | [removed: 13,377] [added: 13,017] | | | | [removed: 20,532] [added: 13,377] | | | | [removed: 17,363] [added: 20,532] | |

| Loss on early extinguishment of debt | | | [removed: —] [added: 15,764] | | | | — | | | | [removed: 2,669] [added: —] | | | | [removed: —] [added: 2,669] | | | | — | |

| Total other expense | | | [removed: 17,063] [added: 52,506] | | | | [removed: 14,138] [added: 17,063] | | | | [removed: 15,457] [added: 14,138] | | | | [removed: 19,213] [added: 15,457] | | | | [removed: 16,430] [added: 19,213] | |

| Income before income taxes | | | [removed: 403,569] [added: 512,943] | | | | [removed: 310,790] [added: 403,569] | | | | [removed: 210,877] [added: 310,790] | | | | [removed: 151,280] [added: 210,877] | | | | [removed: 129,615] [added: 151,280] | |

| Provision for income taxes | | | [removed: 119,068] [added: 144,236] | | | | [removed: 94,591] [added: 119,068] | | | | [removed: 63,542] [added: 94,591] | | | | [removed: 43,384] [added: 63,542] | | | | [removed: 40,563] [added: 43,384] | |

| Net income | | $ | [removed: 284,501] [added: 368,707] | | | $ | [removed: 216,199] [added: 284,501] | | | $ | [removed: 147,335] [added: 216,199] | | | $ | [removed: 107,896] [added: 147,335] | | | $ | [removed: 89,052] [added: 107,896] | |

| Earnings per share, basic | | $ | [removed: 3.48] [added: 4.37] | | | $ | [removed: 2.59] [added: 3.48] | | | $ | [removed: 1.83] [added: 2.59] | | | $ | [removed: 3.00] [added: 1.83] | | | $ | [removed: 2.17] [added: 3.00] | |

| Earnings per share, diluted | | [added: $] | [removed: 3.36] [added: 4.24] | | | [added: $] | [removed: 2.52] [added: 3.36] | | | [added: $] | [removed: 1.76] [added: 2.52] | | | [added: $] | [removed: 1.34] [added: 1.76] | | | [added: $] | [removed: 1.13] [added: 1.34] | |

| Weighted average shares outstanding, basic | | | [removed: 81,793] [added: 84,317] | | | | [removed: 83,328] [added: 81,793] | | | | [removed: 80,610] [added: 83,328] | | | | [removed: 35,434] [added: 80,610] | | | | [removed: 33,802] [added: 35,434] | |

| Weighted average shares outstanding, diluted | | | [removed: 84,655] [added: 86,982] | | | | [removed: 85,736] [added: 84,655] | | | | [removed: 83,654] [added: 85,736] | | | | [removed: 80,751] [added: 83,654] | | | | [removed: 78,854] [added: 80,751] | |

| (in thousands) | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | | | [removed: 2009] [added: 2010] | | |

| Cash and cash equivalents | | $ | [removed: 338,105] [added: 477,069] | | | $ | [removed: 283,649] [added: 338,105] | | | $ | [removed: 285,159] [added: 283,649] | | | $ | [removed: 114,804] [added: 285,159] | | | $ | [removed: 84,701] [added: 114,804] | |

| Restricted [removed: cash(2)] [added: cash(1)] | | | [removed: 48,244] [added: 135,144] | | | | [removed: 53,674] [added: 48,244] | | | | [removed: 55,762] [added: 53,674] | | | | [removed: 62,341] [added: 55,762] | | | | [removed: 67,979] [added: 62,341] | |

| Total assets | | | [removed: 3,932,235] [added: 8,674,506] | | | | [removed: 2,721,870] [added: 3,932,235] | | | | [removed: 2,349,169] [added: 2,721,870] | | | | [removed: 1,484,118] [added: 2,349,169] | | | | [removed: 1,209,545] [added: 1,484,118] | |

| Total debt | | | [removed: 1,486,378] [added: 3,593,717] | | | | [removed: 925,092] [added: 1,486,378] | | | | [removed: 704,265] [added: 925,092] | | | | [removed: 469,413] [added: 704,265] | | | | [removed: 351,551] [added: 469,413] | |

| Total stockholders’ equity | | | [removed: 1,243,893] [added: 2,753,137] | | | | [removed: 913,822] [added: 1,243,893] | | | | [removed: 811,436] [added: 913,822] | | | | [removed: 625,945] [added: 811,436] | | | | [removed: 474,049] [added: 625,945] | |

| [removed: (2)] [added: (1)] | Restricted cash represents customer deposits repayable on demand. |

| Other operating, net | | | (29,501 | ) | | | — | | | | — | | | | — | | | | — | |

| Equity method investment loss | | | 8,586 | | | | — | | | | — | | | | — | | | | — | |

| (1) | In June 2009, the Financial Accounting Standards Board, or FASB, issued authoritative guidance limiting the circumstances in which a financial asset may be derecognized when the transferor has not transferred the entire financial asset or has continuing involvement with the transferred asset. This guidance was effective for us as of January 1, 2010. As a result of the adoption of such guidance, effective January 1, 2010, our statements of income no longer include securitization activities in revenue. Rather, we report interest income, provision for bad debts and interest expense associated with the debt securities issued from our securitization facility. |

| --- | --- |

| [Reports of Independent Registered Public Accounting [removed: Firm](#tx634144_200)] [added: Firm](#fin831300_1)] | | | [removed: 71] [added: 82] | |

| [Consolidated Balance Sheets at December 31, [removed: 2013] [added: 2014] and [removed: 2012](#tx634144_201)] [added: 2013](#fin831300_2)] | | | [removed: 74] [added: 84] | |

| [Consolidated Statements of Income for the Years Ended December 31, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011](#tx634144_202)] [added: 2012](#fin831300_3)] | | | [removed: 75] [added: 85] | |

| [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011](#tx634144_203)] [added: 2012](#fin831300_4)] | | | [removed: 76] [added: 86] | |

| [Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011](#tx634144_204)] [added: 2012](#fin831300_5)] | | | [removed: 77] [added: 87] | |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011](#tx634144_205)] [added: 2012](#fin831300_6)] | | | [removed: 78] [added: 88] | |

| [Notes to Consolidated Financial [removed: Statements](#tx634144_206)] [added: Statements](#fin831300_7)] | | | [removed: 79] [added: 89] | |

We have audited the accompanying consolidated balance sheets of FleetCor Technologies, Inc. and subsidiaries as of December 31, [removed: 2013] [added: 2014] and [removed: 2012,] [added: 2013,] and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, [removed: 2013.][added: 2014.]

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of FleetCor Technologies, Inc. and subsidiaries at December 31, [removed: 2013] [added: 2014] and [removed: 2012,] [added: 2013,] and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, [removed: 2013,] [added: 2014,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), FleetCor Technologies, Inc. and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2013,] [added: 2014,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (1992] [added: (2013] framework) and our report dated March [removed: 3, 2014] [added: 2, 2015] expressed an unqualified opinion thereon.

We have audited FleetCor Technologies, Inc. and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2013,] [added: 2014,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (1992] [added: (2013] framework) (the COSO criteria).

Our audit of internal control over financial reporting of FleetCor Technologies, Inc. and subsidiaries also did not include an evaluation of the internal control over financial reporting of [removed: the entities mentioned herein.][added: Pacific Pride Services, LLC, FleetCor Deutschland GmbH, and Comdata, Inc.]

In our opinion, FleetCor Technologies, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2013,] [added: 2014,] based on the COSO [removed: criteria.][added: criteria.]

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of FleetCor Technologies, Inc. and subsidiaries as of December 31, [removed: 2013] [added: 2014] and [removed: 2012,] [added: 2013,] and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, [removed: 2013] [added: 2014] of FleetCor Technologies, Inc. and subsidiaries and our report dated March [removed: 3, 2014] [added: 2, 2015] expressed an unqualified opinion thereon.

| | | [added: 2014 | | | |] 2013 | | | | 2012 | | |

| Cash and cash equivalents [added: at beginning of year] | | [removed: $] | 338,105 | | | [removed: $] | 283,649 | | [added: | | 285,159 | |]

| Restricted cash | | | [removed: 48,244] [added: 135,144] | | | | [removed: 53,674] [added: 48,244] | |

| Accounts receivable (less allowance for doubtful accounts of [removed: $22,416] [added: $23,842] and [removed: $19,463,] [added: $22,416,] respectively) | | | [removed: 573,351] [added: 673,797] | | | | [removed: 525,441] [added: 573,351] | |

| Securitized accounts receivable—restricted for securitization investors | | | [removed: 349,000] [added: 675,000] | | | | [removed: 298,000] [added: 349,000] | |

| Prepaid expenses and other current assets | | | [removed: 40,062] [added: 74,889] | | | | [removed: 28,126] [added: 40,062] | |

| Deferred income taxes | | | [removed: 4,750] [added: 101,451] | | | | [removed: 6,464] [added: 4,750] | |

| Total current assets | | | [removed: 1,353,512] [added: 2,137,350] | | | | [removed: 1,195,354] [added: 1,353,512] | |

| Property and equipment | | | [removed: 111,100] [added: 135,062] | | | | [removed: 93,902] [added: 111,100] | |

| Less accumulated depreciation and amortization | | | [removed: (57,144] [added: (61,499] | ) | | | [removed: (48,706] [added: (57,144] | ) |

| Net property and equipment | | | [removed: 53,956] [added: 73,563] | | | | [removed: 45,196] [added: 53,956] | |

| Goodwill | | | [removed: 1,552,725] [added: 3,811,862] | | | | [removed: 926,609] [added: 1,552,725] | |

| Other intangibles, net | | | [removed: 871,263] [added: 2,437,367] | | | | [removed: 463,864] [added: 871,263] | |

| Other assets | | | [removed: 100,779] [added: 72,431] | | | | [removed: 90,847] [added: 100,779] | |

| Total assets | | $ | [removed: 3,932,235] [added: 8,674,506] | | | $ | [removed: 2,721,870] [added: 3,932,235] | |

| Accounts payable | | $ | [removed: 467,202] [added: 716,676] | | | $ | [removed: 418,609] [added: 467,202] | |

| Accrued expenses | | | [removed: 114,870] [added: 178,375] | | | | [removed: 75,812] [added: 114,870] | |

| Customer deposits | | | [removed: 182,541] [added: 492,257] | | | | [removed: 187,627] [added: 182,541] | |

| Securitization facility | | | [removed: 349,000] [added: 675,000] | | | | [removed: 298,000] [added: 349,000] | |

| Current portion of notes payable and lines of credit | | | [removed: 662,439] [added: 749,764] | | | | [removed: 141,875] [added: 662,439] | |

| Other current liabilities | | | [removed: 132,846] [added: 84,546] | | | | [removed: 20,299] [added: 132,846] | |

| Total current liabilities | | | [removed: 1,908,898] [added: 2,896,618] | | | | [removed: 1,142,222] [added: 1,908,898] | |

| Notes payable and other obligations, less current portion | | | [removed: 474,939] [added: 2,168,953] | | | | [removed: 485,217] [added: 474,939] | |

| Deferred income taxes | | | [removed: 249,504] [added: 815,169] | | | | [removed: 180,609] [added: 249,504] | |

| Other noncurrent liabilities | | | [removed: 55,001] [added: 40,629] | | | | [removed: —] [added: 55,001] | |

| Total noncurrent liabilities | | | [removed: 779,444] [added: 3,024,751] | | | | [removed: 665,826] [added: 779,444] | |

March 2, 2015

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Pacific Pride Services, LLC, FleetCor Deutschland GmbH, and Comdata, Inc., which are included in the 2014 consolidated financial statements of FleetCor Technologies, Inc. and subsidiaries and constituted approximately $4.8 billion of total assets, as of December 31, 2014 and $77 million and $20 million of revenues and net income, respectively, for the year then ended.

March 2, 2015

| | | 2014 | | | | 2013 | | |

| Cash and cash equivalents | | $ | 477,069 | | | $ | 338,105 | |

| Equity method investment | | | 141,933 | | | | — | |

| Other operating, net | | | (29,501 | ) | | | — | | | | — | |

| Equity method investment loss | | | 8,586 | | | | — | | | | — | |

| Net income | | $ | 368,707 | | | $ | 284,501 | | | $ | 216,199 | |

| Net income | | | — | | | | — | | | | 368,707 | | | | — | | | | — | | | | 368,707 | |

| Issuance of treasury stock | | | — | | | | 1,096,698 | | | | — | | | | 29,266 | | | | — | | | | 1,125,964 | |

| Issuance of common stock | | | 3 | | | | 124,077 | | | | — | | | | — | | | | — | | | | 124,080 | |

| Balance at December 31, 2014 | | $ | 120 | | | $ | 1,852,442 | | | $ | 1,403,905 | | | $ | (346,397 | ) | | $ | (156,933 | ) | | $ | 2,753,137 | |

| Net income | | $ | 368,707 | | | $ | 284,501 | | | $ | 216,199 | |

| Loss on extinguishment of debt | | | 15,764 | | | | — | | | | — | |

| Equity method investment loss | | | 8,586 | | | | — | | | | — | |

| Fair value adjustment for contingent consideration arrangements | | | (27,501 | ) | | | — | | | | — | |

| _1_ | _Amounts reported in acquisitions and investment, net of cash acquired, includes debt assumed and immediately repaid in acquisitions._ |

December 31, 2014

The Company also provides a suite of fleet related and workforce payment solution products, including a mobile telematics service, fleet maintenance management and employee benefit and transportation related payments.

The Company supports our products with specialized issuing, processing and information services that enables the Company to manage card accounts, facilitate the routing, authorization, clearing and settlement of transactions, and provide value-added functionality and data, including customizable card-level controls and productivity analysis tools.

Depending on customer’s and partner’s needs, the Company provides these services in a variety of outsourced solutions ranging from a comprehensive “end-to-end” solution (encompassing issuing, processing and network services) to limited back office processing services.

repair needs.

provided, the sales price is fixed or determinable and collectability is reasonably assured.

Fiscal year 2013 included 53 weeks for business reporting using a 4-4-5 accounting cycle.

The Company delivers both stored value cards and card-based services primarily in the form of gift cards.

For multiple-deliverable customer contracts, stored value cards and card-based services are separated into two units of accounting.

Store valued cards are generally recognized upon shipment to the customer.

Card-based services are recognized when the card services are rendered.

Certain acquisitions include contingent consideration related to the performance of the acquired operations following the acquisition.

Software development costs are amortized using the

The Company has

In November 2014, the Company expensed $15.8 million and capitalized $9.2 million of debt issuance costs associated with the refinancing of its Credit Facility.

| | | 2014 | | | | 2013 | | |

_Going Concern_

In August 2013, the FASB issued ASU 2014-15 “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern”, which requires entities to perform interim and annual assessments of the entity’s ability to continue as a going concern within one year of the date of issuance of the entity’s financial statements.

This ASU is effective for fiscal years ending after December 15, 2016 and interim periods thereafter, with early adoption permitted.

_Discontinued Operations Reporting_

In April 2014, the FASB issued an ASU 2014-08, “Discounted Operations Reporting” that changes the requirements for reporting discontinued operations.

This update will have the impact of reducing the frequency of disposals reported as discontinued operations, by requiring such a disposal to represent a strategic shift that has a major effect on an entity’s operations and financial results.

##### [Table of Contents](#toc)

March 3, 2014

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of the following entities which are included in the 2013 consolidated financial statements of FleetCor Technologies, Inc. and subsidiaries: FleetCor Technologies Australia Pty Ltd., Cardlink Systems, Ltd., Discrete Wireless, Inc., VB-Serviocios, Comercio E Administracao, DBTRANS, S.A., Epyx Limited and other insignificant acquisitions.

These entities constituted 32% of total assets and 23% of net assets as of December 31, 2013, and 8% of revenues and 4% of net income for the year then ended.

| Balance at December 31, 2010 | | $ | 112 | | | $ | 421,991 | | | $ | 387,163 | | | $ | (175,220 | ) | | $ | (8,101 | ) | | $ | 625,945 | |

| Net income | | | — | | | | — | | | | 147,335 | | | | — | | | | — | | | | 147,335 | |

| Issuance of common stock | | | 2 | | | | 44,212 | | | | — | | | | — | | | | — | | | | 44,214 | |

| Repurchase of common stock | | | — | | | | (200,000 | ) | | | — | |

| Cash and cash equivalents at beginning of year | | | 283,649 | | | | 285,159 | | | | 114,804 | |

The Company’s payment programs enable businesses to better manage and control employee spending and provide card-accepting merchants with a high volume customer base that can increase their sales and customer loyalty.

Within these segments, services are provided to commercial fleets, major oil companies, and petroleum marketers.

The consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (GAAP).

The consolidated financial statements include all normal and recurring adjustments that are necessary for a fair presentation of the Company’s financial position and operating results.

Fair Value Measurements

The Company’s financial instruments include cash and cash equivalents, restricted cash, accounts receivable, accounts payable, derivative instruments, notes payable and short and long-term debt.

The carrying values for current financial assets and liabilities, including cash and cash equivalents, restricted cash, accounts receivable and accounts payable, approximate their fair values due to the short maturity of such instruments.

The fair values of certain of the Company’s short and long-term debt approximates their carrying values as they bear interest at variable rates.

Certain acquisitions include additional contingent consideration related to future earn-outs based on the growth of the market.

Capitalization of costs

The Company accounts for income taxes in accordance with relevant authoritative literature.

Options granted have vesting provisions ranging

Prior to July 2012, due to the limited time the Company had been public, the Company estimated the volatility of the share price of the Company’s common stock by considering the historical volatility of the stock of similar public entities.

In determining the appropriateness of the public entities included in the volatility assumption the Company considered a number of factors, including the entity’s life cycle stage, size, financial leverage, and products offered.

In June 2011, the Company wrote-off $1.7 million and $1.0 million in deferred debt issuance costs associated with the extinguishment of the 2005 Facility and CCS Credit Facility, respectively.

Additionally, the Company incurred debt issuance costs associated with its new Credit Facility of $7.2 million in June 2011, $3.0 million in November 2012, and $1.4 million in March 2013.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation in the Consolidated Balance Sheets and Consolidated Statements of Cash Flows.

_Qualitative Impairment Test for Indefinite-Lived Intangibles_

In July 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2012-02, “Intangibles—Goodwill and Other,” which gives companies the option to first perform a qualitative assessment to determine whether it is more likely than not that an indefinite lived intangible asset is impaired.

The proposed guidance is similar to ASU 2011-08 for goodwill.

Companies would consider relevant events and circumstances that may affect the significant inputs used in determining the fair value of an indefinite-lived intangible asset.

A company that concludes that it is more likely than not that the fair value of such an asset exceeds its carrying amount would not need to calculate the fair value of the asset in the current year.

However, if a company concludes that it is more likely than not that the asset is impaired; it must calculate the fair value of the asset and compare that value with its carrying amount, as is required by current guidance.

ASU 2012-02 will be applied prospectively for annual and interim impairment tests performed.

ASU 2012-02 was effective for and adopted by the Company beginning January 1, 2013.

_Accumulated Other Comprehensive Income_

In February 2013, the FASB issued ASU 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (AOCI)” (ASU 2013-02).

Under ASU 2013-02, an entity is required to provide information about the amounts reclassified out of AOCI by component.

In addition, an entity is required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of AOCI by the respective line items of net income, but only if the amount reclassified is required to be reclassified in its entirety in the same reporting period.

For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about those amounts.

As of December 31, [removed: 2013,] [added: 2014,] management carried out, under the supervision and with the participation of our principal executive officer and principal financial officer, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934).

Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, [removed: 2013,] [added: 2014,] our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and are designed to ensure that information required to be disclosed in those reports is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2013.][added: 2014.]

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in _Internal Control-Integrated Framework._ As of December 31, [removed: 2013,] [added: 2014,] management believes that the Company’s internal control over financial reporting is effective based on those criteria.

In connection with management’s evaluation, our management team excluded from its assessment of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2013] [added: 2014] the internal controls relating to six subsidiaries that we acquired during the year ended December 31, [removed: 2013] [added: 2014] and for which financial results are included in our consolidated financial statements.

These Acquisitions constituted [removed: 32%] [added: $4.8 billion] of total assets [removed: and 23% of net assets, respectively,] at December 31, [removed: 2013, and 8%] [added: 2014, $77 million] of revenues and [removed: 4% of] [added: a] net [removed: income,] [added: loss of $20 million,] respectively, for the year then ended.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls [added: may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.]

[removed: Due to such limitations, there is a risk that material misstatements] may not be prevented or detected on a timely basis by internal control over financial reporting.

There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2013] [added: 2014] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On November 14, 2014, we acquired all of the outstanding stock of Comdata Inc., a provider of electronic payment solutions in the U.S. We also acquired two other insignificant businesses during 2014.

Due to such limitations, there is a risk that material misstatements

##### [Table of Contents](#toc)

On March 25, 2013, we acquired certain fuel card assets from GE Capital Australia’s Custom Fleet leasing business, which we refer to as FleetCard.

On April 29, 2013, we acquired all of the outstanding stock of CardLink, a fuel card processor in New Zealand.

On August 9, 2013, we acquired all of the stock of VB Servicos, Comercio e Administracao LTDA, a Brazilian provider of transportation cards and vouchers.

On October 1, 2013, we acquired all of the stock of Epyx, a UK provider of fleet maintenance, service and repair.

On October 15, 2013, we acquired DB Trans S.A., a provider of payment solutions for independent truckers in Brazil.

On October 17, 2013, we acquired all of the stock of NexTraq, a US based provider of telematics solutions.

We also acquired three other insignificant businesses during 2013.

may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Information about our directors may be found under the caption “Nominees” and “Continuing Directors” in our Proxy Statement for the Annual Meeting of Shareholders to be held [removed: May 29, 2014] [added: June 10, 2015] (the “Proxy Statement”).

##### [Table of Contents](#toc)

| [Reports of Independent Registered Public Accounting [removed: Firm](#tx634144_200)] [added: Firm](#fin831300_1)] | | | [removed: 71] [added: 82] | |