filings.toolsCorpay (CPAY) 10-K risk factor changes: FY2016 vs FY2015
The 2016-12-31 10-K against the 2015-12-31 one, compared heading by heading and sentence by sentence. One of these filings carries no fiscal year tag, so its year is the calendar year of the period end.
Item 1A152 rewritten138 added81 removed319 unchanged
All filing items1,351 rewritten1,026 added932 removed1,598 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: only 0 carried over between the two years, which usually means one filing was read wrongly, so none is reported as new or removed.
- Sentence by sentence, 1,026 added, 932 removed, 1,351 rewritten and 1,598 unchanged across 18 items that differ.
Sentences by item
21 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2016; struck-through words were in FY2015. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
152 rewritten, 138 added, 81 removed, 319 unchanged
Read the full itemFY2016 item · filed March 1, 2017FY2015 item · filed February 29, 2016
[removed: _You] [added: You] should carefully consider the following risks applicable to us.
See “Note Regarding Forward-Looking Statements” in this [removed: report._][added: report.]
[removed: Risks] [added: Risks] related to our [removed: business][added: business]
[removed: _A] [added: A] decline in retail fuel prices could adversely affect our revenue and operating [removed: results._][added: results.]
We believe that in [removed: 2015,] [added: 2016,] approximately [removed: 15% of] [added: 13%] our consolidated revenue was directly influenced by the absolute price of fuel.
| [removed: |] • | [removed: |] supply and demand for oil and gas, and market expectations regarding supply and demand; |
| [removed: |] • | [removed: |] actions by members of OPEC and other major oil-producing nations; |
| [removed: |] • | [removed: |] new oil production being developed in the U.S. and elsewhere; |
| [removed: |] • | [removed: |] political conditions in oil-producing and gas-producing nations, including insurgency, terrorism or war; |
| [removed: |] • | [removed: |] oil refinery capacity; |
| [removed: |] • | [removed: |] weather; |
| [removed: |] • | [removed: |] the prices of foreign exports; |
| [removed: |] • | [removed: |] speculative trading; |
| [removed: |] • | [removed: |] the implementation of fuel efficiency standards and the adoption by our fleet customers of vehicles with greater fuel efficiency or alternative fuel sources; |
| [removed: |] • | [removed: |] general worldwide economic conditions; and |
| [removed: |] • | [removed: |] governmental regulations, taxes and tariffs. |
[removed: _A] [added: A] portion of our revenue is derived from fuel-price spreads.
As a result, a contraction in fuel-price spreads could adversely affect our operating [removed: results._][added: results.]
Approximately [removed: 12%] [added: 11%] of our consolidated revenue in [removed: 2015] [added: 2016] was derived from transactions where our revenue is tied to fuel-price spreads.
[removed: _If] [added: If] we fail to adequately assess and monitor credit risks of our customers, we could experience an increase in credit [removed: loss._][added: loss.]
[removed: _We] [added: We] derive a significant portion of our revenue from program fees and charges paid by the users of our cards.
Any decrease in our receipt of such fees and charges, or limitations on our fees and charges, could adversely affect our business, results of operations and financial [removed: condition._][added: condition.]
We derived approximately [removed: 72%] [added: 76%] of our consolidated revenues from these fees and charges during the year ended December 31, [removed: 2015.][added: 2016.]
[removed: _We] [added: We] operate in a competitive business environment, and if we are unable to compete effectively, our business, operating results and financial condition would be adversely [removed: affected._][added: affected.]
[added: We may experience competitive] disadvantages with respect to any of these factors from time to time as potential customers prioritize or value these competitive factors differently.
[removed: Resulting combined entities could be at a competitive advantage if their fuel-card] products and services are effectively integrated and bundled into sales packages with their widely utilized non-fuel-card-related products and services.
[removed: _Our] [added: Our] fleet card business is dependent on several key strategic relationships, the loss of which could adversely affect our operating [removed: results._][added: results.]
We intend to seek to expand our strategic relationships with major oil [removed: companies.][added: companies and to establish additional relationships with other petroleum marketers.]
[removed: We refer to the major oil companies and petroleum marketers with whom we have strategic relationships as our “partners.”] During [removed: 2015,] [added: 2016,] our top three strategic relationships with major oil companies accounted for less than 7% 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 about [removed: two] [added: one] to [removed: seven] [added: six] years.
[added: The use] of these processes may affect our ability to effectively compete for these relationships.
[removed: _We] [added: We] depend, in part, on our merchant relationships to grow our business.
If we are unable to maintain and expand these relationships, our closed loop fleet card and lodging card businesses may be adversely [removed: affected._][added: affected.]
[removed: _We] [added: We] depend on our relationships with major truck stop merchants to serve our over-the-road fuel card customers.
If we are unable to maintain these relationships, our over-the-road card businesses may be adversely [removed: affected._][added: affected.]
[removed: _A] [added: A] decline in general economic conditions, and in particular, a decline in demand for fuel and other business related products and services would adversely affect our business, operating results and financial [removed: condition._][added: condition.]
Unfavorable changes in economic conditions, including declining consumer confidence, inflation, recession, [added: political climate] or other changes, may lead our corporate customers to reduce their spending, resulting in reduced demand for, or use of, our products and services.
[removed: _We] [added: We] have expanded into new lines of business in the past and may do so in the future.
If we are unable to successfully integrate these new businesses, our results of operations and financial condition may be adversely [removed: affected._][added: affected.]
For example, [removed: within the past five years] we have entered into the corporate payments, stored value card, vehicle maintenance management and telematics business in the United States and Europe, and transaction processing, fuel, food, toll and transportation card and voucher businesses in Brazil and Mexico.
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Our bad debt expense was $35.9 million in 2016 compared to $24.6 million in 2015.
Revenues for late fees and finance charges represent 6% of our consolidated revenue for the year ended December 31, 2016.
Resulting combined entities could be at a competitive advantage if their fuel-card
We refer to the major oil companies and petroleum marketers with whom we have strategic relationships as our “partners.” We use this term in the business sense to refer to strategic business relationships formed through contracts such as Card Program Agreements, and not in the legal sense of operating under legal partnership arrangements created pursuant to laws such as the Uniform Partnership Act.
During 2016, we received notice from an oil partner that they did not intend to renew our current contract when it expires at the end of 2017.
Additionally, in 2016, we signed an agreement to manage the commercial fuel card program for a new strategic partner.
We do not expect either of these contracts to have a material impact on our business and operating results.
Any failure to deliver an effective and secure product or service or any
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We may experience competitive
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The use
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An excerpt. Shown here: 40 of 152 rewritten, 40 of 138 added and 40 of 81 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2016 filing and the FY2015 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
324 rewritten, 388 added, 307 removed, 351 unchanged
Read the full itemFY2016 item · filed March 1, 2017FY2015 item · filed February 29, 2016
[removed: RESULTS] [added: RESULTS] OF [removed: OPERATIONS][added: OPERATIONS]
[removed: General Business][added: General Business]
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: 2015,] [added: 2016,] we processed approximately [removed: 1.9] [added: 2.2] billion transactions on our proprietary networks and third-party networks (which includes approximately 1.3 billion transactions related to our SVS product, acquired with Comdata).
In 2000, our current chief executive officer joined us and we changed our name to FleetCor Technologies, Inc. Since 2000, we have grown significantly [added: through a combination of organic initiatives, product and service innovation and over 70 acquisitions of businesses and commercial account portfolios.]
As of December 31, [removed: 2015,] [added: 2016,] we employed approximately [removed: 5,330] [added: 7,100] employees, approximately [removed: 2,660] [added: 2,270] of whom are located in the United States.
[removed: Executive Overview][added: Executive Overview]
In this report, we refer to this net revenue as “revenue.” For the years ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013,] [added: 2014,] our North America and International segments generated the following revenue:
| | | [removed: Year] [added: Year] ended December [removed: 31, | | |] [added: 31,] | | | | | | | | | | | | | | | | | | | |
| | | [removed: 2015 | | | | | | | | 2014 | | | | | | | | 2013 | |] [added: 2015] | | | [added: 2014] | |
| [removed: (dollars in millions)] [added: (in millions)] | | [removed: Revenues, net] [added: Revenues, net] | | | | [removed: %] [added: %] of total revenues, [removed: net |] [added: net] | | | [removed: Revenues, net] [added: Revenues, net] | | | | [removed: %] [added: %] of total revenues, [removed: net |] [added: net] | | | [removed: Revenues, net] [added: Revenues, net] | | | | [removed: %] [added: %] of total revenues, [removed: net |] [added: net] | |
| North America | | $ | [removed: 1,232.0 |] [added: 1,279.1] | | | [removed: 72.3] [added: 69.8] | % | | $ | [removed: 668.3 |] [added: 1,232.0] | | | [removed: 55.7] [added: 72.3] | % | | $ | [removed: 460.7 |] [added: 668.3] | | | [removed: 51.5] [added: 55.7] | % |
| International | | [removed: | 470.9] [added: 552.4] | | | | [removed: 27.7] [added: 30.2] | % | | [removed: | 531.1] [added: 470.9] | | | | [removed: 44.3] [added: 27.7] | % | | [removed: | 434.5] [added: 531.1] | | | | [removed: 48.5] [added: 44.3] | % |
| | | $ | [removed: 1,702.9 |] [added: 1,831.5] | | | 100.0 | % | | $ | [removed: 1,199.4 |] [added: 1,702.9] | | | 100.0 | % | | $ | [removed: 895.2 |] [added: 1,199.4] | | | 100.0 | % |
[removed: _Sources] [added: Sources] of [removed: Revenue_][added: Revenue]
[removed: _Transactions._] In both of our segments, we derive revenue from transactions.
This representative model [removed: may] [added: is] not [removed: include] [added: applicable to] all of our businesses.
[removed: Illustrative] [added: Illustrative] Transaction [removed: Flow][added: Flow]
[removed: ][added: ]
[removed: Illustrative] [added: Illustrative] Revenue Model for Fuel [removed: Purchases][added: Purchases]
[removed: (unit] [added: (unit] of one [removed: gallon)][added: gallon)]
| [removed: Illustrative] [added: Illustrative] Revenue [removed: Model] [added: Model] | | | | | | [removed: Merchant] [added: Merchant] Payment [removed: Methods] [added: Methods] | | | | | | | | | | | | | | | | |
| Retail Price | | $ | 3.00 | | | [removed: i)] [added: i)] Cost Plus [removed: Mark-up:] [added: Mark-up:] | | | | | | [removed: ii)] [added: ii)] Percentage [removed: Discount:] [added: Discount:] | | | | | | [removed: iii)] [added: iii)] Fixed [removed: Fee:] [added: Fee:] | | | | |
| Wholesale Cost | | [removed: |] (2.86 | [added: |] ) | | Wholesale Cost | | $ | 2.86 | | | Retail Price | | $ | 3.00 | | | Retail Price | | $ | 3.00 | |
| | | | | | | Mark-up | | [removed: |] 0.05 | | | [added: |] Discount (3%) | | [removed: |] (0.09 | [added: |] ) | | Fixed Fee | | [removed: |] (0.09 | [added: |] ) |
Set forth below [removed: are our sources of] [added: is] revenue [added: per transaction information] for the years ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013, expressed as a percentage of consolidated revenues:][added: 2014:]
| | | [removed: Year Ended] [added: Year ended] December [removed: 31,] [added: 31,] | | | | | | | | | | |
| | | [removed: 2015] [added: 2016] | | | | [removed: 2014] | | | [added: 2015] | [removed: 2013] | | | [added: | | | 2014 | | | | | |]
[removed: _Revenue per transaction._] Set forth below is [added: further breakdown of] revenue per transaction [added: by product] information for the years ended December 31, [removed: 2015, 2014] [added: 2016] and [removed: 2013:][added: 2015 (in millions, except per transaction data):]
| | | [removed: Year ended] [added: Year Ended] December [removed: 31,] [added: 31,] | | | | | | | | | | | [added: | | |]
| | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |
| [removed: Transactions] [added: Transactions] (in [removed: millions)2] [added: millions)] | | | | | | | | | | | | |
| North America | | [added: 1,718.7] | [removed: 1,667.5] | | | [added: 1,667.5] | [removed: 459.9] | | | [added: 459.9] | [removed: 165.0] | |
| International | | [added: 507.8] | [removed: 183.9] | | | [added: 183.9] | [removed: 192.5] | | | [added: 192.5] | [removed: 162.5] | |
| Total transactions | | [added: 2,226.5] | [removed: 1,851.4] | | | [added: 1,851.4] | [removed: 652.4] | | | [added: 652.4] | [removed: 327.5] | |
| [removed: Revenue] [added: Revenue] per [removed: transaction] [added: transaction] | | | | | | | | | | | | |
| North America | | $ | 0.74 | | | $ | [removed: 1.45] [added: 0.74] | | | $ | [removed: 2.79] [added: 1.45] | |
| International | | [added: 1.09] | [removed: 2.56] | | | [added: 2.56] | [removed: 2.76] | | | [added: 2.76] | [removed: 2.67] | |
| Consolidated revenue per transaction | | [added: 0.82] | [removed: 0.92] | | | [added: 0.92] | [removed: 1.84] | | | [added: 1.84] | [removed: 2.73] | |
| Consolidated adjusted revenue per transaction3 | | [added: 0.78] | [removed: 0.86] | | | [added: 0.86] | [removed: 1.69] | | | [added: 1.69] | [removed: 2.53] | |
Fleetcor is the global leader in workforce payment products.
We primarily go to market with our fuel card payments product solutions, corporate payments products, toll products, lodging cards and gift cards.
Our products are used in 53 countries around the world, with our primary geographies in the U.S., Brazil and the U.K., which accounted for approximately 92% of our revenue in 2016.
Our core products are primarily sold to businesses, retailers, major oil companies and marketers and government entities.
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Revenues, net, Net Income and Net Income Per Diluted Share.
Set forth below are revenues, net, net income and net income per diluted share for the years ended December 31, 2016, 2015 and 2014.
| (in thousands, except per share amounts) | | 2016 | | | | 2015 | | | | 2014 | | |
Transactions.
Revenues by geography, product and source.
Set forth below are further breakdowns of revenue by geography, product and source for the years ended December 31, 2016 and 2015 (in millions):
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| | | 2016 | | | | | | | 2015 | | | | | | |
| Revenue by Geography* | | Revenues, net | | | | % of total revenues, net | | | Revenues, net | | | | % of total revenues, net | | |
| United States | | $ | 1,279 | | | 70 | % | | $ | 1,232 | | | 72 | % | |
| United Kingdom | | 229 | | | | 13 | | | 248 | | | | 15 | | |
| Brazil | | 168 | | | | 9 | | | 85 | | | | 5 | | |
| Other | | 156 | | | | 8 | | | 138 | | | | 8 | | |
| Consolidated revenues, net | | $ | 1,832 | | | 100 | % | | $ | 1,703 | | | 100 | % | |
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| | | 2016 | | | | | | | 2015 | | | | | | |
| Revenue by Product Category* | | Revenues, net | | | | % of total revenues, net | | | Revenues, net | | | | % of total revenues, net | | |
| Fuel cards | | $ | 1,124 | | | 61 | % | | $ | 1,116 | | | 66 | % | |
| Gift | | 185 | | | | 10 | | | 170 | | | | 10 | | |
| Corporate payments | | 180 | | | | 10 | | | 162 | | | | 10 | | |
| Tolls | | 103 | | | | 6 | | | 9 | | | | 1 | | |
| Lodging | | 101 | | | | 5 | | | 92 | | | | 5 | | |
| Other | | 140 | | | | 8 | | | 154 | | | | 9 | | |
| Consolidated revenues, net | | $ | 1,832 | | | 100.0 | % | | $ | 1,703 | | | 100.0 | % | |
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| | | 2016 | | | | | | | 2015 | | | | | | |
| Major Sources of Revenue* | | Revenues, net | | | | % of total revenues, net | | | Revenues, net | | | | % of total revenues, net | | |
FleetCor is a leading independent global provider of fuel cards, commercial payment and data solutions, stored value solutions, and workforce payment products and services to businesses, retailers, commercial fleets, major oil companies, petroleum marketers and government entities in countries throughout North America, South America, Europe, Australia and New Zealand.
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through a combination of organic initiatives, product and service innovation and over 65 acquisitions of businesses and commercial account portfolios.
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##### [Table of Contents](#toc)
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| Revenue from customers and partners | | | 64.8 | % | | | 54.9 | % | | | 53.6 | % |
| Revenue from merchants and networks | | | 35.2 | % | | | 45.1 | % | | | 46.4 | % |
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| | | | 100.0 | % | | | 100.0 | % | | | 100.0 | % |
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| Revenue directly tied to fuel-price spreads1 | | | 12.4 | % | | | 16.5 | % | | | 15.7 | % |
| Revenue directly influenced by the absolute price of fuel1 | | | 15.1 | % | | | 17.0 | % | | | 19.6 | % |
| Revenue from program fees, late fees, interest and other | | | 72.5 | % | | | 66.5 | % | | | 64.7 | % |
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| | | | 100.0 | % | | | 100.0 | % | | | 100.0 | % |
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| 1 | Although we cannot precisely calculate the absolute impact of fuel price spreads and the absolute price of fuel on our consolidated revenues, we believe these percentages approximate their relative impacts. |
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| 2 | Transactions in 2015 and 2014 include appropriately 1.3 billion and 270 million transactions, respectively, related to our SVS product, which is part of the Comdata business acquired in November 2014. SVS, Stored Value Solutions, is our global provider of gift card and stored value solutions. The SVS product has lower revenue per transaction. |
From 2013 to 2014, total transactions increased from 327.5 million to 652.4 million, an increase of 324.9 million or 99.2%.
We experienced an increase in transactions in our North America and International segments primarily 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.
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.
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##### [Table of Contents](#toc)
| | transactions where a customer purchases products or services from the merchant. In the card programs where it is paid, merchant commissions equal the difference between the price paid by us to the merchant and the merchant’s wholesale cost of the underlying products or services. |
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An excerpt. Shown here: 40 of 324 rewritten, 40 of 388 added and 40 of 307 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND in the FY2016 filing and the FY2015 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
12 rewritten, 0 added, 7 removed, 20 unchanged
Read the full itemFY2016 item · filed March 1, 2017FY2015 item · filed February 29, 2016
[removed: Foreign] [added: Foreign] currency [removed: risk][added: risk]
Revenue from our International segment was [removed: 27.7%, 44.3%] [added: 30.2%, 27.7%] and [removed: 48.5%] [added: 44.3%] of total revenue for the years ended December 31, [added: 2016,] 2015, [removed: 2014,] and [removed: 2013,] [added: 2014,] respectively.
Exchange rates and currency positions as of December 31, [removed: 2015] [added: 2016] 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: 2015] [added: 2016] by approximately [removed: $22.5] [added: $24.8] 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, [removed: 2014] [added: 2015] and [removed: 2013] [added: 2014] 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 operating income for the years ended December 31, [removed: 2014] [added: 2015] and [removed: 2013] [added: 2014] by approximately [removed: $27.8] [added: $22.5] million and [removed: $20.0] [added: $27.8] million, respectively.
[removed: Interest] [added: Interest] rate [removed: risk][added: risk]
Under our [removed: $3.355] [added: $3.36] 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 Credit Agreement [removed: bear interest, at our election, at] [added: (other than] the [added: term loan B facility) accrues based on the] British Bankers Association LIBOR Rate (the Eurocurrency Rate), plus a margin based on a leverage ratio, or [removed: 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.
Based on the amounts and mix of our fixed and floating rate debt (exclusive of our Securitization Facility) at December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013,] [added: 2014,] if market interest rates had increased or decreased an average of 100 basis points, our interest expense would have changed by [removed: $23.2] [added: $27.9] million, [removed: $29.2] [added: $26.2] million and [removed: $11.4] [added: $31.6] million, respectively.
[removed: Fuel] [added: Fuel] price [removed: risk][added: risk]
[added: A decline in retail fuel prices] could cause a change in our revenue from several sources, including fees paid to us based on a percentage of each customer’s total purchase.
[removed: Fuel-price] [added: Fuel-price] spread [removed: risk][added: risk]
Prior to entering into our New Credit Agreement, we had borrowings outstanding under the Existing Credit Facility.
On November 14, 2014, proceeds from our New Credit Agreement were used to retire our existing indebtedness under the Existing Credit Facility.
Under our previously Existing Credit Facility, we 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.
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.
A decline in retail fuel prices
##### [Table of Contents](#toc)
##### [Table of Contents](#toc)
Item 1. BUSINESS
153 rewritten, 121 added, 94 removed, 212 unchanged
Read the full itemFY2016 item · filed March 1, 2017FY2015 item · filed February 29, 2016
[removed: General][added: General]
We also provide a suite of fleet related and workforce payment [removed: solution] products, including mobile telematics services, fleet maintenance management and employee benefit and transportation related payments.
In [removed: 2015,] [added: 2016,] we processed approximately [removed: 1.9] [added: 2.2] billion transactions on our proprietary networks and third-party networks (which includes approximately 1.3 billion transactions related to our SVS product, acquired with Comdata, Inc. [removed: (“Comdata”)).][added: (“Comdata”).]
We also manage commercial fleet card programs for major oil companies, such as British Petroleum (BP) (including its subsidiary Arco), [removed: Chevron] [added: Shell] and [removed: Shell,] [added: Speedway,] and over [removed: 900] [added: 800] petroleum marketers.
[removed: Our] [added: Our] products and [removed: services][added: services]
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 [added: marketers.]
We support these [removed: cards] [added: card 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.
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 [removed: employee efficiency and customer loyalty.]
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 [removed: primarily] prepaid fuel and food vouchers and cards that may be used as a form of payment in restaurants, grocery stores and gas stations.
Other than our fuel card products and [removed: services,] [added: services and prepaid giftcard products,] no other products or services accounted for 10% or more of consolidated revenues in any of the last three fiscal years.
[removed: _Networks_][added: Networks]
[removed: _North] [added: North] America proprietary closed-loop [removed: networks_][added: networks]
| [removed: |] • | [removed: | _Fuelman network_—our] [added: Fuelman network—our] primary proprietary fleet card network in the United States. We have negotiated card acceptance and settlement terms with over 11,000 individual merchants, providing the Fuelman network with [removed: approximately 56,000] [added: over 55,000] fueling sites and over [removed: 29,000] [added: 28,000] maintenance sites across the country. |
| [removed: |] • | [removed: | _Comdata Network_—our] [added: 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 [removed: 6,900] [added: 6,800] truck stops and fuel merchants across the United States and Canada. |
| [removed: |] • | [removed: | _Corporate] [added: Corporate] Lodging Consultants network [removed: (CLC)_—our] [added: (CLC)—our] proprietary lodging network in the United States and Canada. The CLC Lodging network includes [removed: approximately 17,400] [added: over 16,400] hotels. |
| [added: •] | [removed: member, and] [added: Commercial Fueling Network (CFN)—our “members only” fueling network in] the [added: United States and Canada. The CFN network is composed of over 2,500 fueling sites owned by a CFN member—the] majority of which are unattended cardlock facilities. [removed: The] CFN [removed: network] provides fuel card authorization, transaction [removed: processing and] [added: processing,] cardlock site branding [added: and reciprocal site access] for over [removed: 230] [added: 220] independent petroleum marketers. Through a CFN affiliation, petroleum marketers can offer commercial fleets an integrated fuel card solution with access to over [removed: 56,000] [added: 55,000] locations via FleetCor’s Fuelman network. |
| [removed: |] • | [removed: | _Pacific] [added: Pacific] Pride Fueling [removed: Network (PacPride)_—our branded] [added: network (Pacific Pride)—our "franchise"] fueling network in the United States composed of [removed: over 1,000] [added: approximately 1,200] fueling [removed: sites, each of which is franchisee owned. Our franchisees join PacPride to provide network access to their fleet customers and benefit from] [added: sites owned by more than 250 franchisees. The Pacific Pride franchise offering includes a dynamic] fleet card [removed: volume generated by our other franchisees’] [added: management system and provides franchisees'] fleet customers [added: access to Pacific Pride's network of unattended] fueling [added: facilities. Franchisees also benefit when fleet customers of other franchisees purchase fuel] at their locations. [removed: In 2015, PacPride launched] [added: Additionally,] the PrideAdvantage fleet card providing fleet customers of franchisees access to over [removed: 56,000] [added: 55,000] locations via FleetCor’s Fuelman network. |
[removed: _International] [added: International] proprietary closed-loop [removed: networks_][added: networks]
| [removed: |] • | [removed: | _Allstar network_—our] [added: Allstar network—our] proprietary fleet card network in the United Kingdom. We have negotiated card acceptance and settlement terms with [removed: approximately 2,600] [added: over 2,200] individual merchants, providing this network with over [removed: 7,600] [added: 7,400] fueling sites. |
| [removed: |] • | [removed: | _Keyfuels network_—our] [added: Keyfuels network—our] proprietary fleet card network in the United Kingdom. We have negotiated card acceptance and settlement terms with more than [removed: 480] [added: 500] individual merchants, providing the Keyfuels network with over 2,600 fueling sites. |
| [removed: |] • | [removed: | _CCS network_—our] [added: 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 [removed: Agip,] [added: MOL,] Benzina, [removed: OMV] [added: OMV, Slovnaft] and Shell, and with [removed: approximately 1,300] [added: over 1,100] other merchants, providing the CCS network [removed: with] [added: at] over [removed: 2,400] [added: 2,600] fueling sites and [removed: over 1,100] [added: 800] other sites accepting our cards. |
| [removed: |] • | [removed: | _Petrol] [added: Petrol] Plus Region (PPR) [removed: network_—our] [added: network—our] primary proprietary fleet card network in Russia, Poland, Ukraine, Belarus, Kazakhstan and Moldova. We have negotiated card acceptance and settlement terms with [removed: over] [added: approximately] 650 individual merchants, providing the PPR network with [removed: approximately 11,200] [added: over 13,500] fueling sites across the region. |
| [removed: |] • | [removed: | _Efectivale network_—our] [added: Efectivale network—our] proprietary fuel and food card and voucher networks in Mexico. We have negotiated acceptance and settlement terms with over [removed: 44,000] [added: 52,000] individual merchants, providing the Mexican network with over [removed: 4,000] [added: 6,200] fueling sites, [removed: 36,000] [added: 41,800] food locations and 4,000 restaurants. |
| [removed: |] • | [removed: | _CTF network_—our] [added: CTF network—our] proprietary fuel controls network in Brazil. We have partnerships with BR Distribuidora (Petrobas) and Ipiranga Distribuidora, retail oil distributors, as well as other fuel providers, in Brazil. CTF’s processing system works at over 1,700 highway fueling sites through these partnerships and is integrated with two main banks, Banco Bradesco and Banco Itau. |
| [removed: |] • | [removed: | _1link] [added: 1link] service [removed: network_—our] [added: network—our] proprietary maintenance and repair network in the United Kingdom. The 1link network processes transactions for fleet customers through more than [removed: 9,000] [added: 9,400] service centres across the United Kingdom. |
| [removed: |] • | [removed: | _RODOCRED network_—our] [added: RODOCRED network—our] proprietary toll network in Brazil. The RODOCRED network processes toll transactions for more than [removed: 65,000] [added: 46,900] customers on all toll roads across Brazil. |
| [removed: |] • | [removed: | _VB] [added: VB] Distribution [removed: system_—our] [added: system—our] proprietary distribution network in Brazil for transportation cards, meal/grocery cards, and fuel cards. The VB distribution network distributes cards for more than [removed: 26,000] [added: 25,000] clients and negotiates with more than 1,300 public transportation agencies across Brazil. |
[removed: _Third-Party networks_][added: Third-Party networks]
| [removed: |] • | [removed: | _MasterCard network_—In] [added: MasterCard network—In] the United States and Canada, we issue corporate cards that utilize the MasterCard payment network, which includes over [removed: 176,000] [added: 178,000] fuel sites and [removed: 522,000] [added: 469,000] maintenance locations. Our co-branded MasterCard corporate cards, virtual card corporate payment solution, purchasing cards, T&E cards and multi-use cards have additional purchasing capabilities and can be accepted at [removed: over 10.3] [added: approximately 10.7] 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. |
| [removed: |] • | [removed: | _Major] [added: Major] oil and fuel marketer [removed: networks_—The] [added: networks—The] proprietary networks of branded locations owned by our major oil and petroleum marketer partners in both North America and internationally are generally utilized to support the proprietary, branded card programs of these partners. |
| [removed: |] • | [removed: | _UTA network_—UNION] [added: UTA network—UNION] TANK Eckstein GmbH & Co. KG (UTA) operates a network of over [removed: 52,000] [added: 54,000] points of acceptance in 40 European countries, including more than [removed: 37,000] [added: 39,000] fueling sites. The UTA network is generally utilized by European transport companies that travel between multiple countries. |
| [removed: |] • | [removed: | _DKV network_—DKV] [added: DKV network—DKV] operates a network of over [removed: 58,500] [added: 60,000] fleet card-accepting locations across more than 40 countries throughout Europe. The DKV network is generally utilized by European transport companies that travel between multiple countries. |
| [removed: |] • | [removed: | _Carnet networks_—In] [added: Carnet networks—In] Mexico, we issue fuel cards and food cards that utilize the Carnet payment network, which includes over 11,000 fueling sites, over 31,000 food locations and over 500,000 restaurants across the country. |
[removed: Customers] [added: Customers] and distribution [removed: channels][added: channels]
We also provide services through strategic relationships with our partners, ranging in size from major oil companies, such as British Petroleum (BP) (including its subsidiary, Arco), [removed: Chevron] [added: Shell] and [removed: Shell,] [added: Speedway,] to smaller petroleum marketers with as little as a single fueling location.
In addition, we provide network services to those major oil company partners who choose to offer a co-branded MasterCard as [added: part of their card program.]
No single partner represented more than 10% of our consolidated revenue in [removed: 2015, 2014] [added: 2016, 2015] or [removed: 2013.][added: 2014.]
[removed: Sales] [added: Sales] and [removed: marketing][added: marketing]
We market our products and services to [removed: fleet operators and businesses] [added: prospective customers] in North America and internationally through multiple channels including field sales, telesales, direct marketing, point-of-sale marketing and the internet.
We also utilize tradeshows, advertising and other awareness campaigns to [added: further] market our products and services.
Fleetcor is the global leader in workforce payment products.
We primarily go to market with our fuel card payments product solutions, corporate payments products, toll products, lodging cards and gift cards.
Our products are used in 53 countries around the world, with our primary geographies in the U.S., Brazil and the U.K., which accounted for approximately 92% of our revenue in 2016.
Our core products are primarily sold to businesses, retailers, major oil companies and marketers and government entities.
employee efficiency and customer loyalty.
Also in Brazil, we offer an electronic toll and parking payments product to commercial and consumer customers, as well as a cardless fuel payments product offering at fueling sites throughout Brazil.
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| • | Sem Parar network—our proprietary toll network in Brazil. The network processes toll transactions for more than 3.2 million customers on 99% of the toll roads across Brazil. |
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FleetCor is a leading independent global provider of fuel cards, commercial payment and data solutions, lodging and transportation management services, stored value solutions, and workforce payment products and services to businesses, retailers, commercial fleets, major oil companies, petroleum marketers and government entities in countries throughout North America, Latin America, Europe, Australia and New Zealand.
##### [Table of Contents](#toc)
marketers.
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| | • | | _Commercial Fueling Network (CFN)_—our “members only” fueling 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 |
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##### [Table of Contents](#toc)
| | • | | _Marcus_—our proprietary fleet management telematics solution serving customers primarily in the United States and Canada. The Marcus solution provides fleet management services to more than 100,000 devices across North America. |
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part of their card program.
We also leverage the sales and marketing capabilities of our strategic relationships with over 900 oil companies, petroleum marketers, card marketers, leasing 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 programs, select card programs for oil companies, petroleum marketers and other services to fleets.
In marketing our products and services, we emphasize the size and reach of our acceptance networks, the benefits of our purchasing controls and reporting functionality and a commitment to high standards of customer service.
| | • | | _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. Field sales representatives also attend and manage our marketing at tradeshows. Our field sales force is dedicated to fleet products and other services and generally targets fleets with more than 15 vehicles or cards. Our field sales force for corporate payment solutions targets large and mid-sized businesses primarily in the United States. We 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. |
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##### [Table of Contents](#toc)
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| | • | | 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. |
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An excerpt. Shown here: 40 of 153 rewritten, 40 of 121 added and 40 of 94 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2016 filing and the FY2015 filing.
Cover and table of contents
60 rewritten, 22 added, 11 removed, 27 unchanged
Read the full itemFY2016 item · filed March 1, 2017FY2015 item · filed February 29, 2016
[removed: UNITED STATES][added: UNITED STATES]
[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]
[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]
[removed: FORM 10-K][added: FORM 10-K]
| [removed: x] [added: ý] | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |
[removed: For] [added: For] the Fiscal Year Ended December 31, [removed: 2015][added: 2016]
| ¨ | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |
[removed: For] [added: For] the Transition Period From [removed: to][added: to]
[removed: Commission] [added: Commission] File Number [removed: 001-35004][added: 001-35004]
[removed: FLEETCOR] [added: FLEETCOR] TECHNOLOGIES, [removed: INC.][added: INC.]
| [removed: DELAWARE] [added: DELAWARE] | | [removed: 72-1074903] [added: 72-1074903] |
| [removed: (STATE] [added: (STATE] OF [removed: INCORPORATION)] [added: INCORPORATION)] | | [removed: (I.R.S. ID)] [added: (I.R.S. ID)] |
[removed: 5445] [added: 5445] Triangle Parkway, Suite 400, Norcross, Georgia [removed: 30092-2575][added: 30092-2575]
[removed: (770) 449-0479][added: (770) 449-0479]
[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]
| [removed: COMMON] [added: COMMON] STOCK, $0.001 PAR VALUE PER [removed: SHARE] [added: SHARE] | | [removed: NEW] [added: NEW] YORK STOCK [removed: EXCHANGE] [added: EXCHANGE] |
[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the [removed: Act:][added: Act:]
[removed: NONE][added: NONE]
Yes [removed: x] [added: ý] No ¨
Yes ¨ No [removed: x][added: ý]
Yes [removed: x] [added: ý] No ¨
Yes [removed: x] [added: ý] No ¨
| Large accelerated filer | | [removed: x] [added: ý] | | Accelerated filer | | ¨ |
Yes ¨ No [removed: x][added: ý]
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $13,498,625,921] [added: 12,916,568,362] as of June 30, [removed: 2015,] [added: 2016,] 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: 15, 2016,] [added: 10, 2017,] there were [removed: 92,616,940] [added: 91,892,435] shares of common stock outstanding.
[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]
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 June [removed: 8, 2016] [added: 21, 2017] are incorporated by reference into Part III of this report.
[removed: FLEETCOR] [added: FLEETCOR] TECHNOLOGIES, [removed: INC.][added: INC.]
[removed: FORM 10-K][added: FORM 10-K]
[removed: For] [added: For] The Year Ended December 31, [removed: 2015][added: 2016]
[removed: INDEX][added: INDEX]
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| [removed: PART I | | | |] [added: PART I] | | |
| Item 1. | [removed: | [Business](#osm18451_1) | | | 4] [added: [Business](#s3B4853029586B734E2A62FA5D0089C9A)] | [added: [4](#s3B4853029586B734E2A62FA5D0089C9A)] |
| Item X. | [removed: |] [Executive Officers of the [removed: Registrant](#osm18451_2) | | | 20] [added: Registrant](#sDFA16C2EF7E8BAC0F7492FA5D02AD7DC)] | [added: [17](#sDFA16C2EF7E8BAC0F7492FA5D02AD7DC)] |
| Item 1A. | [removed: |] [Risk [removed: Factors](#osm18451_3) | | | 22] [added: Factors](#sE9E3ACF6C2F63F3206982FA5D05C0893)] | [added: [19](#sE9E3ACF6C2F63F3206982FA5D05C0893)] |
| Item 1B. | [removed: |] [Unresolved Staff [removed: Comments](#osm18451_4) | | | 40] [added: Comments](#s133899BF7005CD729D5F2FA5D07EC59A)] | [added: [35](#s133899BF7005CD729D5F2FA5D07EC59A)] |
| Item 2. | [removed: | [Properties](#osm18451_5) | | | 41] [added: [Properties](#s7D2E115B3049F9FB0E232FA5D0AF76FB)] | [added: [36](#s7D2E115B3049F9FB0E232FA5D0AF76FB)] |
| Item 3. | [removed: |] [Legal [removed: Proceedings](#osm18451_6) | | | 42] [added: Proceedings](#sCEEB28A282184B6812982FA5D0D02E68)] | [added: [37](#sCEEB28A282184B6812982FA5D0D02E68)] |
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An excerpt. Shown here: 40 of 60 rewritten, all 22 added and all 11 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2016 filing and the FY2015 filing.
Item 1B. UNRESOLVED STAFF COMMENTS
0 rewritten, 0 added, 1 removed, 1 unchanged
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##### [Table of Contents](#toc)
Item 2. PROPERTIES
32 rewritten, 8 added, 6 removed, 5 unchanged
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The following table lists each of our material facilities and its location, use and approximate square footage, at December 31, [removed: 2015.][added: 2016.]
| [removed: Facility | | Use |] [added: Facility] | [removed: Approximate size] [added: Use] | [added: Approximate size] | |
| [removed: _United States_ | | |] [added: United States] | | [removed: _Square Feet_] [added: Square Feet] | |
| Norcross, Georgia | [removed: |] Corporate headquarters and operations | [removed: | |] 81,000 | |
| Covington, Louisiana | [removed: |] Corporate [removed: accounting, treasury] [added: accounting] and [removed: merchant authorization | |] [added: treasury] | 13,600 | |
| Houston, Texas | [removed: |] Credit and collections | [removed: | |] 6,300 | |
| Concord, California | [removed: |] Customer support | [removed: | |] 7,100 | |
| Wichita, Kansas | [removed: |] CLC operations and customer support | [removed: | |] 31,100 | |
| Atlanta, Georgia | [removed: |] NexTraq sales, operations and customer support | [removed: | |] 36,800 | |
| Tampa, Florida | [removed: |] NexTraq sales | [removed: | |] 8,300 | |
| [removed: Sunnyvale, California |] [added: Knaresborough, United Kingdom] | [removed: Telenav sales, operations] [added: Operations, sales] and customer support | [removed: | | 15,100] [added: 5,100] | |
| Salem, Oregon | [removed: |] Pacific Pride sales, operations and customer support | [removed: | |] 10,000 | |
| Brentwood, Tennessee | [removed: |] Comdata sales, operations and customer support | [removed: | |] 228,000 | |
| Nashville, Tennessee | [removed: |] Comdata operations | [removed: | | 38,300] [added: 38,320] | |
| Louisville, Kentucky | [removed: |] SVS sales, operations and customer support | [removed: | |] 66,000 | |
| Austin, Texas | [removed: |] Comdata operations | [removed: | |] 4,300 | |
| [removed: _International_ | | |] [added: International] | | | |
| Prague, Czech Republic | [removed: |] CCS headquarters and Shell Europe (Germany, Austria, [removed: Poland] [added: Poland, Hungary, Switzerland, Czech Republic] and [removed: Hungary) operations | |] [added: Slovakia) operations, credit and collections, customer service and sales] | 35,000 | |
| Mexico City, Mexico(1) | [removed: |] FleetCor Mexico headquarters and operations | [removed: | |] 22,500 | |
| Moscow, Russia | [removed: |] PPR and NKT headquarters, sales, customer support, operations, credit and collections | [removed: | |] 16,300 | |
| Bryansk, Russia | [removed: |] Sales and marketing | [removed: | |] 19,900 | |
| Ipswich, United Kingdom(1) | [removed: |] Operations, sales and customer support | [removed: | |] 17,900 | |
| [removed: Knaresborough,] [added: Walsall,] United Kingdom | [removed: |] Operations, sales and customer support | [removed: | | 5,100] [added: 9,500] | |
| London, United Kingdom | [removed: |] Europe headquarters | [removed: | |] 2,800 | |
| Swindon, United Kingdom | [removed: |] Allstar and Shell Europe (Belgium, Netherlands and France) operations, sales and customer support | [removed: | |] 18,300 | |
| [removed: Walsall,] [added: Birmingham,] United Kingdom | [removed: | Operations, sales] [added: EPYX headquarters, sales, operations] and customer support | [removed: | | 9,500] [added: 12,500] | |
| Sao Paulo, Brazil | [removed: |] CTF and VB Servicios headquarters, sales, customer support and operations | [removed: | |] 32,300 | |
| Osasco, Brazil | [removed: |] CTF and VB Servicios [added: operations, STP and SemParar Headquarters, sales,] operations [removed: | |] [added: and customer support] | [removed: 7,100] [added: 59,900] | |
| Rio de Janeiro, Brazil | [removed: |] DB Trans and AExpresso headquarters, sales, operations and customer support | [removed: | |] 15,300 | |
| Auckland, New Zealand | [removed: |] CardLink headquarters, sales, operations and customer support | [removed: | |] 12,100 | |
| [removed: Nurnberg,] [added: Nuernberg,] Germany | [removed: |] Shell Europe sales | [removed: | | 3,800] [added: 4,300] | |
We also lease a number of minor additional facilities, including local sales and operations offices less than [removed: 2,550] [added: 2,400] square feet, small storage facilities and a small number of service stations in the United Kingdom; which are not included in the above list.
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| --- | --- | --- | --- |
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| | | | |
| Almere, Netherlands | Travelcard headquarters, sales, customer support, operations, credit and collections | 5,600 | |
_____________________
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| --- | --- | --- | --- | --- | --- | --- |
| Franklin, Tennessee | | Comdata warehouse facility | | | 20,100 | |
| | | | | | | |
| Birmingham, United Kingdom | | EPYX headquarters, sales, operations and customer support | | | 12,500 | |
##### [Table of Contents](#toc)
Item 4. MINE SAFETY DISCLOSURES
1 rewritten, 0 added, 1 removed, 1 unchanged
Read the full itemFY2016 item · filed March 1, 2017FY2015 item · filed February 29, 2016
[removed: PART II][added: PART II]
##### [Table of Contents](#toc)
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
20 rewritten, 19 added, 11 removed, 30 unchanged
Read the full itemFY2016 item · filed March 1, 2017FY2015 item · filed February 29, 2016
[removed: MATTERS,] [added: MATTERS,] AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES][added: SECURITIES]
As of December 31, [removed: 2015,] [added: 2016,] there were [removed: 45] [added: 102] 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: 2015] [added: 2016] and [removed: 2014.][added: 2015.]
| | | [removed: High] [added: High] | | | | [removed: Low] [added: Low] | | |
| Second Quarter | | [removed: |] 165.67 | | | | 149.75 | | [added: |]
| Third Quarter | | [removed: |] 164.61 | | | | 135.16 | | [added: |]
| Fourth Quarter | | [removed: |] 157.97 | | | | 134.55 | | [added: |]
On February 4, 2016, [removed: our] [added: the Company’s] Board of Directors approved a stock repurchase program [added: (the "Program")] under which [removed: we] [added: the Company] may begin purchasing up to $500 million of its common stock over the next 18 [removed: months.][added: month period.]
Any stock repurchases may be made at times and in such amounts as [removed: we deem] [added: deemed] appropriate.
The timing and amount of stock [removed: repurchase,] [added: repurchases,] if any, will depend on a variety of factors including the stock price, market conditions, corporate and regulatory requirements, and any additional constraints related to material inside information [removed: we] [added: the Company] may possess.
[removed: The] [added: Any] repurchases [added: have been and] are expected to be funded by available cash flow from the business and working capital.
| [removed: Period Ending] [added: Period Ending] | | [removed: FleetCor] [added: FleetCor] Technologies, [removed: Inc.] [added: Inc.] | | | | [removed: Russell 2000] [added: Russell 2000] | | | | [removed: S&P] [added: S&P] Data Processing and Outsourced [removed: Services] [added: Services] | | |
| 3/31/2011 | | $ | 119.85 | | | $ | 109.79 | | | $ | [removed: 103.76] [added: 103.77] | |
| 9/30/2011 | | $ | 96.37 | | | $ | 83.84 | | | $ | [removed: 101.69] [added: 101.70] | |
| 12/31/2011 | | $ | 109.61 | | | $ | 96.43 | | | $ | [removed: 117.84] [added: 117.85] | |
| 3/31/2012 | | $ | 142.28 | | | $ | 108.06 | | | $ | [removed: 131.45] [added: 131.46] | |
| 6/30/2012 | | $ | 128.59 | | | $ | 103.92 | | | $ | [removed: 134.18] [added: 134.19] | |
| 9/30/2012 | | $ | 164.40 | | | $ | 108.99 | | | $ | [removed: 142.48] [added: 142.49] | |
| 12/31/2012 | | $ | 196.88 | | | $ | 110.54 | | | $ | [removed: 150.84] [added: 150.85] | |
[removed: ][added: ]
| | | | | | | | | |
| 2016: | | | | | | | | |
| First Quarter | | $ | 150.25 | | | $ | 107.56 | |
| Second Quarter | | 156.58 | | | | 133.64 | | |
| Third Quarter | | 174.84 | | | | 137.26 | | |
| Fourth Quarter | | 176.42 | | | | 140.75 | | |
There were 1,259,145 common shares totaling $187.7 million repurchased under the Program during 2016.
The following table presents information with respect to purchases of common stock of the Company made during the three months ended December 31, 2016 by the Company as defined in Rule 10b-18(a)(3) under the Exchange Act:
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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| Period | | Total Number of Shares Purchased | | | Average Price Paid Per Share | | | | Total Number of Shares Purchased as Part of the Publicly Announced Plan | | | Maximum Value that May Yet be Purchased Under the Publicly Announced Plan (in thousands) | | |
| October 1, 2016 through December 31, 2016 | | 1,000,000 | | | $ | 152.17 | | | 1,259,145 | | | $ | 312,348 | |
| 12/31/2010 | | $ | 113.03 | | | $ | 102.78 | | | $ | 95.88 | |
| 6/30/2011 | | $ | 108.37 | | | $ | 106.71 | | | $ | 110.66 | |
| 3/30/2016 | | $ | 545.87 | | | $ | 144.99 | | | $ | 284.49 | |
| 6/30/2016 | | $ | 525.25 | | | $ | 149.92 | | | $ | 279.08 | |
| 9/30/2016 | | $ | 637.54 | | | $ | 162.90 | | | $ | 301.21 | |
| 12/31/2016 | | $ | 519.34 | | | $ | 176.63 | | | $ | 300.42 | |
| 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 | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 12/31/2010 | | $ | 113.47 | | | $ | 101.99 | | | $ | 95.81 | |
##### [Table of Contents](#toc)
| Period Ending | | FleetCor Technologies, Inc. | | | | Russell 2000 | | | | S&P Data Processing and Outsourced Services | | |
| 6/30/2011 | | $ | 108.77 | | | $ | 107.69 | | | $ | 109.64 | |
##### [Table of Contents](#toc)
Item 6. SELECTED FINANCIAL DATA
33 rewritten, 0 added, 11 removed, 7 unchanged
Read the full itemFY2016 item · filed March 1, 2017FY2015 item · filed February 29, 2016
We derived the consolidated statement of income and other financial data for the years ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013] [added: 2014] and the selected consolidated balance sheet data as of December 31, [removed: 2015] [added: 2016] and [removed: 2014] [added: 2015] 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: 2012] [added: 2013] and [removed: 2011] [added: 2012] and the selected consolidated balance sheets as of December 31, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011] [added: 2012] from our audited consolidated financial statements that are not included in this report.
| [removed: (in] [added: (in] thousands, except per share [removed: data)] [added: data)] | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | |
| [removed: Consolidated] [added: Consolidated] statement of income [removed: data:] [added: data:] | | | | | | | | | | | | | | | | | | | | |
| Revenues, net | | $ | [removed: 1,702,865] [added: 1,831,546] | | | $ | [removed: 1,199,390] [added: 1,702,865] | | | $ | [removed: 895,171] [added: 1,199,390] | | | $ | [removed: 707,534] [added: 895,171] | | | $ | [removed: 519,591] [added: 707,534] | |
| Merchant commissions | | [added: 104,345] | [added: | | |] 108,257 | | | | 96,254 | | | | 68,143 | | | | 58,573 | | | [removed: | 51,199 | |]
| Processing | | [added: 355,414] | [added: | | |] 331,073 | | | | 173,337 | | | | 134,030 | | | | 115,446 | | | [removed: | 84,516 | |]
| Selling | | [added: 131,443] | [added: | | |] 109,075 | | | | 75,527 | | | | 57,346 | | | | 46,429 | | | [removed: | 36,606 | |]
| General and administrative | | [added: 283,625] | [added: | | |] 297,715 | | | | 205,963 | | | | 142,283 | | | | 110,122 | | | [removed: | 84,765 | |]
| Depreciation and amortization | | [added: 203,256] | [added: | | |] 193,453 | | | | 112,361 | | | | 72,737 | | | | 52,036 | | | [removed: | 36,171 | |]
| Other operating, net | | [added: (690] | [removed: (4,242] | ) | | [added: (4,242] | [removed: (29,501] | ) | | [removed: | —] [added: (29,501] | | [added: )] | | — | | | | — | | [added: |]
| Operating income | | [added: 754,153] | [added: | | |] 667,534 | | | | 565,449 | | | | 420,632 | | | | 324,928 | | | [removed: | 226,334 | |]
| Equity method investment loss | | [removed: | 57,668] [added: 36,356] | | | | [removed: 8,586] [added: 57,668] | | | | [removed: —] [added: 8,586] | | | | — | | | | — | | [added: |]
| Other expense (income), net | | [added: 2,982] | [added: | | |] 2,523 | | | | (700 | [removed: )] | [added: )] | | 602 | | | | 1,121 | | | [removed: | (589 | ) |]
| Interest expense, net | | [added: 71,896] | [added: | | |] 71,339 | | | | 28,856 | | | | 16,461 | | | | 13,017 | | | [removed: | 13,377 | |]
| Loss on early extinguishment of debt | | [removed: |] — | | | | [removed: 15,764] [added: —] | | | | [removed: —] [added: 15,764] | | | | — | | | | [removed: 2,669] [added: —] | | [added: |]
| Total other expense | | [added: 111,234] | [added: | | |] 131,530 | | | | 52,506 | | | | 17,063 | | | | 14,138 | | | [removed: | 15,457 | |]
| Income before income taxes | | [added: 642,919] | [added: | | |] 536,004 | | | | 512,943 | | | | 403,569 | | | | 310,790 | | | [removed: | 210,877 | |]
| Provision for income taxes | | [added: 190,534] | [added: | | |] 173,573 | | | | 144,236 | | | | 119,068 | | | | 94,591 | | | [removed: | 63,542 | |]
| Net income | | $ | [removed: 362,431] [added: 452,385] | | | $ | [removed: 368,707] [added: 362,431] | | | $ | [removed: 284,501] [added: 368,707] | | | $ | [removed: 216,199] [added: 284,501] | | | $ | [removed: 147,335] [added: 216,199] | |
| Earnings per share, basic | | $ | [removed: 3.94] [added: 4.89] | | | $ | [removed: 4.37] [added: 3.94] | | | $ | [removed: 3.48] [added: 4.37] | | | $ | [removed: 2.59] [added: 3.48] | | | $ | [removed: 1.83] [added: 2.59] | |
| Earnings per share, diluted | | $ | [removed: 3.85] [added: 4.75] | | | $ | [removed: 4.24] [added: 3.85] | | | $ | [removed: 3.36] [added: 4.24] | | | $ | [removed: 2.52] [added: 3.36] | | | $ | [removed: 1.76] [added: 2.52] | |
| Weighted average shares outstanding, basic | | [added: 92,597] | [added: | | |] 92,023 | | | | 84,317 | | | | 81,793 | | | | 83,328 | | | [removed: | 80,610 | |]
| Weighted average shares outstanding, diluted | | [added: 95,213] | [added: | | |] 94,139 | | | | 86,982 | | | | 84,655 | | | | 85,736 | | | [removed: | 83,654 | |]
| | | [removed: As] [added: As] of December [removed: 31,] [added: 31,] | | | | | | | | | | | | | | | | | | |
| [removed: (in thousands)] [added: (in thousands)] | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | |
| [removed: Consolidated] [added: Consolidated] balance sheet [removed: data:] [added: data:] | | | | | | | | | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | [removed: 447,152] [added: 475,018] | | | $ | [removed: 477,069] [added: 447,152] | | | $ | [removed: 338,105] [added: 477,069] | | | $ | [removed: 283,649] [added: 338,105] | | | $ | [removed: 285,159] [added: 283,649] | |
| Restricted cash(1) | | [added: 168,752] | [added: | | |] 167,492 | | | | 135,144 | | | | 48,244 | | | | 53,674 | | | [removed: | 55,762 | |]
| Total [removed: assets(2)] [added: assets] | | [added: 9,626,732] | [removed: 7,891,868] | | | [added: 7,889,806] | [removed: 8,524,701] | | | [added: 8,524,701] | [removed: 3,908,717] | | | [added: 3,908,717] | [removed: 2,721,870] | | | [added: 2,721,870] | [removed: 2,349,169] | |
| Total debt | | [added: 3,858,233] | [removed: 2,937,062] | | | [added: 2,935,000] | [removed: 3,593,717] | | | [added: 3,593,717] | [removed: 1,486,378] | | | [added: 1,486,378] | [removed: 925,092] | | | [added: 925,092] | [removed: 704,265] | |
| Total stockholders’ [removed: equity(2)] [added: equity] | | [added: 3,084,038] | [added: | | |] 2,830,047 | | | | 2,618,562 | | | | 1,223,502 | | | | 913,822 | | | [removed: | 811,436 | |]
[removed: |] (1) [removed: |] Restricted cash represents customer deposits repayable on demand. [removed: |]
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##### [Table of Contents](#toc)
| --- | --- |
| (2) | Revision of Previously Issued Financial Statements— We have revised previously reported balances within our Consolidated Balance Sheets as of December 31, 2014 and 2013, to translate these balances using the correct functional currencies. This revision had no effect on our Consolidated Statements of Income or Consolidated Statements of Cash Flows. We do not believe this revision was material to any prior period financial statement. See Footnote 2 to the Consolidated Financial Statements, Summary of Significant Accounting Policies. |
| --- | --- |
##### [Table of Contents](#toc)
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
523 rewritten, 294 added, 386 removed, 466 unchanged
Read the full itemFY2016 item · filed March 1, 2017FY2015 item · filed February 29, 2016
[removed: INDEX] [added: INDEX] TO CONSOLIDATED FINANCIAL [removed: STATEMENTS][added: STATEMENTS]
| | [removed: | Page | |] [added: Page] |
| [Reports of Independent Registered Public Accounting [removed: Firm](#tx18451_23) | | | 83] [added: Firm](#s93A89BF5FDEC7B49DAF82FA5D21EC735)] | [added: [74](#s93A89BF5FDEC7B49DAF82FA5D21EC735)] |
| [Consolidated Balance Sheets at December 31, [removed: 2015] [added: 2016] and [removed: 2014 4](#tx18451_24) | | | 85] [added: 2015](#sC2DDE842B1DF88D1F72C2FA5C5813279)] | [added: [76](#sC2DDE842B1DF88D1F72C2FA5C5813279)] |
| [Consolidated Statements of Income for the Years Ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013](#tx18451_25) | | | 86] [added: 2014](#sB98642C4D60FFA002A7F2FA5C558FA68)] | [added: [77](#sB98642C4D60FFA002A7F2FA5C558FA68)] |
| [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013](#tx18451_26) | | | 87] [added: 2014](#s85F01D164BAB8DBB75F02FA5C5F0B67B)] | [added: [78](#s85F01D164BAB8DBB75F02FA5C5F0B67B)] |
| [Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013](#tx18451_27) | | | 88] [added: 2014](#s44AA855BAD6F0E31D9552FA5C4D6C6E5)] | [added: [79](#s44AA855BAD6F0E31D9552FA5C4D6C6E5)] |
| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013](#tx18451_28) | | | 89] [added: 2014](#s829958ECC28F70AFFDF12FA5C4A98819)] | [added: [80](#s829958ECC28F70AFFDF12FA5C4A98819)] |
| [Notes to Consolidated Financial [removed: Statements](#tx18451_29) | | | 90] [added: Statements](#s03A15DA55D9150407D042FA5D36BD12C)] | [added: [82](#s03A15DA55D9150407D042FA5D36BD12C)] |
We have audited the accompanying consolidated balance sheets of FleetCor Technologies, Inc. and subsidiaries as of December 31, [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] 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: 2015.][added: 2016.]
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: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, [removed: 2015,] [added: 2016,] 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: 2015,] [added: 2016,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated [removed: February 29, 2016] [added: March 1, 2017] expressed an unqualified opinion thereon.
We have audited FleetCor Technologies, Inc. and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2015,] [added: 2016,] based on criteria established in Internal [removed: Control—Integrated] [added: Control-Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
In our opinion, FleetCor Technologies, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2015,] [added: 2016,] 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: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] 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: 2015] [added: 2016] of FleetCor Technologies, Inc. and subsidiaries and our report dated [removed: February 29, 2016] [added: March 1, 2017] expressed an unqualified opinion thereon.
[removed: _(In] [added: (In] Thousands, Except Share and Par Value [removed: Amounts)_][added: Amounts)]
| | | [removed: December 31,] [added: December 31,] | | | | | | |
| | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | [added: | 2014 | | |]
| [removed: Assets] [added: Assets] | | | | | | | | |
| Cash and cash [removed: equivalents |] [added: equivalents, beginning of year] | [removed: $] | 447,152 | | | [removed: $] | 477,069 | | [added: | | 338,105 | | |]
| Restricted cash | | [added: 168,752] | [removed: 167,492] | | | [added: 167,492] | [removed: 135,144] | |
| Accounts [removed: receivable] [added: and other receivables] (less allowance for doubtful accounts of [removed: $21,903] [added: $32,506] and [removed: $23,842,] [added: $21,903,] respectively) | | [added: 1,202,009] | [removed: 638,954] | | | [added: 638,954] | [removed: 673,797] | |
| Securitized accounts receivable—restricted for securitization investors | | [added: 591,000] | [removed: 614,000] | | | [added: 614,000] | [removed: 675,000] | |
| Prepaid expenses and other current assets | | [added: 90,914] | [removed: 68,661] | | | [added: 68,113] | [removed: 74,889] | |
| Deferred income taxes | | [added: —] | [removed: 8,913] | | | [added: 8,913] | [removed: 101,451] | |
| Property and equipment | | [added: 253,361] | [removed: 163,569] | | | [added: 163,569] | [removed: 135,062] | |
| Less accumulated depreciation and amortization | | [added: (110,857] | [removed: (82,809] | ) | | [added: (82,809] | [removed: (61,499] | ) |
| Net property and equipment | | [added: 142,504] | [removed: 80,760] | | | [added: 80,760] | [removed: 73,563] | |
| Goodwill | | [added: 4,195,150] | [removed: 3,546,034] | | | [added: 3,546,034] | [removed: 3,713,182] | |
| Other intangibles, net | | [added: 2,653,233] | [removed: 2,183,595] | | | [added: 2,183,595] | [removed: 2,386,242] | |
| Equity method investment | | [added: 36,200] | [removed: 76,568] | | | [added: 76,568] | [removed: 141,933] | |
| [removed: Liabilities] [added: Liabilities] and stockholders’ [removed: equity] [added: equity] | | | | | | | | |
| Accounts payable | | $ | [removed: 669,528] [added: 1,151,432] | | | $ | [removed: 716,676] [added: 669,528] | |
| Accrued expenses | | [added: 238,812] | [removed: 150,677] | | | [added: 150,677] | [removed: 178,375] | |
| Customer deposits | | [added: 530,787] | [removed: 507,233] | | | [added: 507,233] | [removed: 492,257] | |
| Securitization facility | | [added: 591,000] | [removed: 614,000] | | | [added: 614,000] | [removed: 675,000] | |
| Current portion of notes payable and lines of credit | | [added: 745,506] | [removed: 261,647] | | | [added: 261,100] | [removed: 749,764] | |
| Other current liabilities | | [added: 38,781] | [removed: 44,936] | | | [added: 44,936] | [removed: 84,546] | |
| Notes payable and other obligations, less current portion | | [added: 2,521,727] | [removed: 2,061,415] | | | [added: 2,059,900] | [removed: 2,168,953] | |
| Deferred income taxes | | [added: 668,580] | [removed: 713,428] | | | [added: 713,428] | [removed: 799,939] | |
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March 1, 2017
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 Serviços e Tecnologia de Pagamentos S.A. and TravelCard Nederland B.V., which is included in the 2016 consolidated financial statements of FleetCor Technologies, Inc. and subsidiaries and constituted 18% of total assets as of December 31, 2016 and 5% of revenues for the year then ended.
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 Serviços e Tecnologia de Pagamentos S.A. and TravelCard Nederland B.V..
March 1, 2017
| | | 2016 | | | | 2015 | | |
| Cash and cash equivalents | | $ | 475,018 | | | $ | 447,152 | |
| Total current assets | | 2,527,693 | | | | 1,944,624 | | |
| Other assets | | 71,952 | | | | 58,225 | | |
| Total assets | | $ | 9,626,732 | | | $ | 7,889,806 | |
| Total current liabilities | | 3,296,318 | | | | 2,247,474 | | |
| Total noncurrent liabilities | | 3,246,376 | | | | 2,812,285 | | |
| Total liabilities and stockholders’ equity | | $ | 9,626,732 | | | $ | 7,889,806 | |
| Net income | | — | | | | — | | | | 452,385 | | | | — | | | | — | | | | 452,385 | | |
| Acquisition/return of common stock | | — | | | | — | | | | — | | | | — | | | | (187,979 | | ) | | (187,979 | | ) |
| Balance at December 31, 2016 | | $ | 121 | | | $ | 2,074,094 | | | $ | 2,218,721 | | | $ | (666,403 | ) | | $ | (542,495 | ) | | $ | 3,084,038 | |
| Acquisitions, net of cash acquired1 | | (1,331,985 | | ) | | (49,069 | | ) | | (2,395,778 | | ) |
| Other | | 1,411 | | | | (8,470 | | ) | | (171,239 | | ) |
| Repurchase of common stock | | (187,678 | | ) | | — | | | | — | | |
December 31, 2016
1.
FleetCor Technologies, Inc. and its subsidiaries (the Company) is a global provider of workforce payment products.
The Company primarily goes to market with its fuel card payments product solutions, corporate payments products, toll products, lodging cards and gift cards.
The Company's products are used in 53 countries around the world, with its primary geographies in the U.S., Brazil and the U.K., which accounted for approximately 92% of revenue in 2016.
The Company's core products are primarily sold to businesses, retailers, major oil companies and marketers and government entities.
2.
Set forth below is a breakdown of revenue by product for the years ended December 31, 2016 and 2015 (in millions):
| | | Year Ended December 31, | | | | | | |
| | | 2016 | | | | 2015 | | |
| Revenue by Product Category* | | Revenues, net | | | | Revenues, net | | |
| Fuel cards | | $ | 1,124 | | | $ | 1,116 | |
| Gift | | 185 | | | | 170 | | |
| Corporate payments | | 180 | | | | 162 | | |
| Tolls | | 103 | | | | 9 | | |
| Lodging | | 101 | | | | 92 | | |
| Other | | 140 | | | | 154 | | |
| Consolidated revenues, net | | $ | 1,832 | | | $ | 1,703 | |
* Columns may not calculate due to impact of rounding.
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##### [Table of Contents](#toc)
February 29, 2016
##### [Table of Contents](#toc)
February 29, 2016
##### [Table of Contents](#toc)
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| Total current assets | | | 1,945,172 | | | | 2,137,350 | |
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| Other assets | | | 59,739 | | | | 72,431 | |
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| Total assets | | $ | 7,891,868 | | | $ | 8,524,701 | |
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| Total current liabilities | | | 2,248,021 | | | | 2,896,618 | |
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| Total noncurrent liabilities | | | 2,813,800 | | | | 3,009,521 | |
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| Total liabilities and stockholders’ equity | | $ | 7,891,868 | | | $ | 8,524,701 | |
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##### [Table of Contents](#toc)
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An excerpt. Shown here: 40 of 523 rewritten, 40 of 294 added and 40 of 386 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2016 filing and the FY2015 filing.
Item 9A. CONTROLS AND PROCEDURES
8 rewritten, 7 added, 1 removed, 10 unchanged
Read the full itemFY2016 item · filed March 1, 2017FY2015 item · filed February 29, 2016
[removed: Evaluation] [added: Evaluation] of Disclosure Controls and [removed: Procedures][added: Procedures]
As of December 31, [removed: 2015,] [added: 2016,] management carried out, under the supervision and with the participation of our Chief Executive Officer and Chief 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 Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, [removed: 2015,] [added: 2016,] 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 Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
[removed: Management] [added: Management] Report on Internal Control over Financial [removed: Reporting][added: Reporting]
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2015.][added: 2016.]
In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in [removed: _Internal] [added: Internal] Control-Integrated [removed: Framework._ As of December 31, 2015, management believes that the Company’s internal control over financial reporting is effective based on those criteria.][added: Framework.]
[removed: Changes] [added: Changes] in Internal Control over Financial [removed: Reporting][added: Reporting]
There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2015] [added: 2016] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
As of December 31, 2016, 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, 2016, the internal controls related to two subsidiaries that we acquired during the year ended December 31, 2016, and for which financial results are included in our consolidated financial statements.
On August 31, 2016, we acquired all of the stock of Serviços e Tecnologia de Pagamentos S.A. (“STP”), an electronic toll payments company in Brazil and provider of cardless fuel payments at a number of Shell sites throughout Brazil.
On August 4, 2016, we acquired all of the stock of Travelcard Nederland B.V. (“Travelcard”), a leading universal fuel card issuer in the Netherlands.
Collectively we refer to these transactions as the Acquisitions.
These Acquisitions constituted 18% of total assets, at December 31, 2016, and 5% of revenues, for the year then ended.
This exclusion was in accordance with Securities and Exchange Commission guidance that an assessment of a recently acquired business may be omitted in management's report on internal control over financial reporting the year of acquisition.
##### [Table of Contents](#toc)
Item 9B. OTHER INFORMATION
1 rewritten, 0 added, 0 removed, 1 unchanged
Read the full itemFY2016 item · filed March 1, 2017FY2015 item · filed February 29, 2016
[removed: PART III][added: PART III]
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 rewritten, 0 added, 0 removed, 7 unchanged
Read the full itemFY2016 item · filed March 1, 2017FY2015 item · filed February 29, 2016
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 June [removed: 8, 2016] [added: 21, 2017] (the “Proxy Statement”).
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
1 rewritten, 0 added, 0 removed, 1 unchanged
Read the full itemFY2016 item · filed March 1, 2017FY2015 item · filed February 29, 2016
[removed: AND] [added: AND] RELATED STOCKHOLDER [removed: MATTERS][added: MATTERS]
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
1 rewritten, 0 added, 0 removed, 1 unchanged
Read the full itemFY2016 item · filed March 1, 2017FY2015 item · filed February 29, 2016
[removed: INDEPENDENCE][added: INDEPENDENCE]
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
1 rewritten, 0 added, 1 removed, 1 unchanged
Read the full itemFY2016 item · filed March 1, 2017FY2015 item · filed February 29, 2016
[removed: PART IV][added: PART IV]
##### [Table of Contents](#toc)
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
28 rewritten, 29 added, 14 removed, 134 unchanged
Read the full itemFY2016 item · filed March 1, 2017FY2015 item · filed February 29, 2016
[removed: (a)] [added: (a)] Financial Statements and [removed: Schedules][added: Schedules]
[removed: Index] [added: Index] to Financial [removed: Statements][added: Statements]
| | [removed: | Page | |] [added: Page] |
| [Reports of Independent Registered Public Accounting [removed: Firm](#tx18451_23) | | | 83] [added: Firm](#s93A89BF5FDEC7B49DAF82FA5D21EC735)] | [added: [74](#s93A89BF5FDEC7B49DAF82FA5D21EC735)] |
| [Consolidated Balance Sheets at December 31, [removed: 2015] [added: 2016] and [removed: 2014](#tx18451_24) | | | 85] [added: 2015](#sC2DDE842B1DF88D1F72C2FA5C5813279)] | [added: [76](#sC2DDE842B1DF88D1F72C2FA5C5813279)] |
| [Consolidated Statements of Income for the Years Ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013](#tx18451_25) | | | 86] [added: 2014](#sB98642C4D60FFA002A7F2FA5C558FA68)] | [added: [77](#sB98642C4D60FFA002A7F2FA5C558FA68)] |
| [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013](#tx18451_26) | | | 87] [added: 2014](#s85F01D164BAB8DBB75F02FA5C5F0B67B)] | [added: [78](#s85F01D164BAB8DBB75F02FA5C5F0B67B)] |
| [Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013](#tx18451_27) | | | 88] [added: 2014](#s44AA855BAD6F0E31D9552FA5C4D6C6E5)] | [added: [79](#s44AA855BAD6F0E31D9552FA5C4D6C6E5)] |
| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013](#tx18451_28) | | | 89] [added: 2014](#s829958ECC28F70AFFDF12FA5C4A98819)] | [added: [80](#s829958ECC28F70AFFDF12FA5C4A98819)] |
| [Notes to Consolidated Financial [removed: Statements](#tx18451_29) | | | 90] [added: Statements](#s03A15DA55D9150407D042FA5D36BD12C)] | [added: [82](#s03A15DA55D9150407D042FA5D36BD12C)] |
[removed: (b)] [added: (b)] Exhibit [removed: Listing][added: Listing]
| [removed: Exhibit no.] [added: Exhibit no.] | | |
| 3.2 | | Amended and Restated Bylaws of FleetCor Technologies, Inc. (incorporated by reference to Exhibit [removed: 3.2] [added: 3.1] to the registrant’s [removed: Annual] [added: Current] Report on Form [removed: 10-K, File No. 001-35004,] [added: 8-K,] filed with the SEC on [removed: March 25, 2011)] [added: October 28, 2016)] |
| 10.37 | | First Amendment to the Fifth Amended and Restated Receivables Purchase Agreement, dated as of November 5, 2015, by and among FleetCor Funding LLC, FleetCor Technologies Operating Company, LLC and PNC Bank, National Association, as administrator for a group of purchasers and purchaser agents, and certain other parties [removed: (incorporated] [added: (incorporated] by reference to Exhibit 10.2 to the registrant’s Form 10-Q, file number 001-35004, filed with the SEC on November 9, 2015) |
| 10.39 | | Second Amendment to the Fifth Amended and Restated Receivables Purchase Agreement, dated as of December 1, 2015, by and among FleetCor Funding LLC, FleetCor Technologies Operating Company, LLC and PNC Bank, National Association, as administrator for a group of purchasers and purchaser agents, and certain other parties [added: (incorporated by reference to Exhibit 10.39 to the registrant's Form 10-K, file number 001-35004, filed with the SEC on February 29, 2016)] |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned; thereunto duly authorized, in the City of Atlanta, State of Georgia, on [removed: February 29, 2016.][added: March 1, 2017.]
| | | [removed: _President] [added: President] and Chief Executive [removed: Officer_] [added: Officer] |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Registrant and in the capacities indicated on [removed: February 29, 2016.][added: March 1, 2017.]
| [removed: Signature] [added: Signature] | | [removed: Title] [added: Title] |
| /S/ RONALD F. CLARKE [removed: Ronald F. Clarke] | | President, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) |
| /S/ ERIC R. DEY [removed: Eric R. Dey] | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
| /s/ MICHAEL BUCKMAN [removed: Michael Buckman] | | Director |
| /s/ JOSEPH W. FARRELLY [removed: Joseph W. Farrelly] | | Director |
| /s/ THOMAS M. HAGERTY [removed: Thomas M. Hagerty] | | Director |
| /s/ MARK A. JOHNSON [removed: Mark A. Johnson] | | Director |
| /s/ RICHARD MACCHIA [removed: Richard Macchia] | | Director |
| /s/ JEFFREY S. SLOAN [removed: Jeffrey S. Sloan] | | Director |
| /s/ STEVEN T. STULL [removed: Steven T. Stull] | | Director |
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| 2.5 | | Acquisition agreement to acquire Serviços e Tecnologia de Pagamentos S.A. (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K, File No. 001-35004, filed with the Securities and Exchange Commission on March 18, 2016) |
| 10.38* | | Employee agreement on confidentiality, work product, non-competition, and non-solicitation (incorporated by reference to Exhibit 10.39 to the registrant's Form 10-K, file number 001-35004, filed with the SEC on February 29, 2016) |
| 10.40 | | First Amendment to Credit Agreement and Lender Joiner Agreement, dated as of August 22, 2016, by and among FleetCor Funding LLC, FleetCor Technologies Operating Company, LLC and PNC Bank, National Association, as administrator for a group of purchasers and purchaser agents, and certain other parties (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2016) |
| 10.41 | | Second Amendment to Credit Agreement, dated as of January 2017, among FleetCor Technologies Operating Company, LLC, as the Company, FleetCor Technologies, Inc., as the Parent, the designated borrowers party hereto, the other guarantors party hereto, Bank of America, N.A., as administrative agent, swing line lender and l/c issuer, and the other lenders party hereto Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sole lead arranger and sole bookrunner |
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| --- | --- |
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| Ronald F. Clarke | | |
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| Eric R. Dey | | |
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| Michael Buckman | | |
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| Joseph W. Farrelly | | |
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| Thomas M. Hagerty | | |
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| Mark A. Johnson | | |
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| Richard Macchia | | |
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| Jeffrey S. Sloan | | |
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| Steven T. Stull | | |
Financial statement schedules have been omitted since they either are not required, not applicable, or the information is otherwise included.
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##### [Table of Contents](#toc)
| Exhibit no. | | |
##### [Table of Contents](#toc)
| Exhibit no. | | |
##### [Table of Contents](#toc)
| Exhibit no. | | |
##### [Table of Contents](#toc)
| Exhibit no. | | |
| 10.38* | | Employee agreement on confidentiality, work product, non-competition, and non-solicitation |
##### [Table of Contents](#toc)