Corpay (CPAY) 10-K risk factor changes: FY2018 vs FY2017

We believe that in [removed: 2017,] [added: 2018,] approximately [removed: 13%] [added: 14%] our consolidated revenue was directly influenced by the absolute price of fuel.

Approximately [removed: 10%] [added: 5%] of our consolidated revenue in [removed: 2017] [added: 2018] was derived from transactions where our revenue is tied to fuel-price spreads.

[removed: Our] [added: For the years ended December 31, 2018 and 2017, our] bad debt expense was [removed: $44.9] [added: $64.4] million [removed: in 2017] and [removed: $35.9 million in 2016,] [added: $44.9 million,] or [removed: 7] [added: 6] bps [removed: in 2017] and [removed: 8] [added: 7] bps [removed: in 2016,] [added: of total billings,] respectively.

Revenues for late fees and finance charges represent 6% of our consolidated revenue for the year ended December 31, [removed: 2017.][added: 2018.]

During [removed: 2017,] [added: 2018,] our top three strategic relationships with major oil companies accounted for less than 6% 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 one to [removed: six] [added: eight] years.

[added: The loss of existing major truck stop] merchant relationships or failure to continue such relationships on similar terms could adversely affect our ability to serve our over-the-road fuel card customers and our business and operating results.

Our operating results are materially affected by conditions in the economy generally, both in the [removed: U.S] [added: U.S.] and internationally.

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

At December 31, [removed: 2017,] [added: 2018,] we had approximately [removed: $4.47] [added: $4.78] billion of debt outstanding under our Credit Facility and Securitization Facility.

Although we have been able to renew our Securitization Facility [removed: 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.

[added: There can be no] assurance that the size of the facility can be expanded to meet these increased working capital needs.

[removed: Further, we are] exposed to the risk of increased interest rates because our borrowings under the Securitization Facility are subject to variable rates of interest.

We renewed our Securitization Facility as of [removed: November 14, 2017,] [added: August 30, 2018,] with an expiration date of November 14, 2020.

For the year ended December 31, [removed: 2017,] [added: 2018,] approximately [removed: 37%] [added: 39%] of our revenue was denominated in currencies other than the U.S. dollar (primarily, British pound, Brazilian real, Canadian dollar, Russian ruble, Mexican peso, Czech koruna, Euro, Australian dollar and New Zealand dollar).

We also expect to seek to expand our operations into various [added: additional] countries in Asia, Europe and Latin America as part of our growth strategy.

[removed: Although] [added: Other than this unauthorized access incident,] we are not aware of any material breach of our or our associated third parties’ computer [removed: systems or material losses relating to cyber-attacks or other information security breaches,] [added: systems, although] we and others in our industry are regularly the subject of attempts by bad actors to gain unauthorized access to these computer systems and data or to obtain, change or destroy confidential data (including personal consumer information of individuals) through a variety of means, including computer viruses, malware and phishing.

[added: Although we believe we have sufficient controls in place to prevent disruption] and [added: misappropriation and] to respond to such attacks, any inability to prevent security breaches could have a negative impact on our reputation, expose us to liability, decrease market acceptance of electronic transactions and cause our present and potential clients to choose another service provider.

The costs of systems and procedures associated with such protective [removed: measures] [added: measures, as well as the cost of deploying additional personnel, training our employees and hiring outside experts,] may increase and could adversely affect our ability to compete effectively.

Any failure to adequately enforce or provide these protective measures could result in liability, protracted and costly litigation, governmental and card network intervention and [removed: fines and,] [added: fines, remediation costs, and] with respect to misuse of personal information of our customers, lost revenue and reputational harm.

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, [removed: and quality of services offered.]

During [removed: 2017,] [added: 2018,] a majority of our gift card revenue was derived from the design and purchase of gift card inventory, with the remaining portion of our [removed: 2017] [added: 2018] gift card revenue derived primarily from processing fees.

If we fail to retain any of these customers, it will be difficult to find a replacement customer on a timely basis or at all because there is a limited number of national retailers in the U.S. and nearly all of those [added: other national retailers already have a gift card solution in place, either in-house or with one of our competitors.]

Our balance sheet includes goodwill and intangible assets that represent approximately [removed: 66%] [added: 62%] of our total assets at December 31, [removed: 2017.][added: 2018.]

[removed: If the carrying value of the asset is] determined to be impaired, it is written down to fair value by a charge to operating earnings.

[removed: While we monitor] the [removed: use of open] source [removed: software in our technology and services and try to ensure that none is used in a manner that would require us to disclose the source] code to the related technology or service, such use could inadvertently occur and any requirement to disclose our proprietary source code could be harmful to our business, financial condition and results of operations.

Our business in Canada is also subject to Proceeds of Crime (Money Laundering) and Terrorist Financing Act, or the PCTFA, which is a corollary to the [removed: BSA.]

In addition, recently implemented and pending changes in accounting standards (for example, changes relating to revenue recognition for customer contracts that [removed: will become] [added: became] effective for fiscal 2018) may adversely affect our results of operations.

Rules adopted under the Dodd-Frank Act by the Commodity Futures Trading Commission (the "CFTC"), as well as the provisions of the European Market Infrastructure Regulation and its technical standards, which are directly applicable in the member states of the European Union, have subjected certain of the foreign exchange derivative contracts we offer to our customers as part of [removed: Cambridge's] [added: the Cambridge Global Payments ("Cambridge")] business, to reporting, recordkeeping, and other requirements.

Additionally, the regulatory regimes for derivatives in the United States and European Union, such as under the Dodd-Frank Act and the European Markets in Financial Instruments Directive known as "MiFID II," are continuing to evolve and changes to such regimes, our designation under such regimes, or the implementation of new rules under such regimes, such as future registration requirements and increased regulation of derivative contracts, may result in additional costs [removed: to our business.]

If more restrictive privacy laws or rules are adopted by authorities in the future on the federal or state [removed: level,] [added: level or internationally,] our compliance costs may increase, our opportunities for growth may be curtailed by our compliance capabilities or reputational harm and our potential liability for security breaches may increase, all of which could have a material adverse effect on our business, financial condition and results of operations.

For example, the EU-wide General Data Protection Regulation, or GDPR, which was passed by the European Union Parliament in the spring of 2016 and [removed: will become] [added: became] fully effective in May 2018, [removed: following a two-year implementation period, will replace] [added: replaced] the data protection laws of each European Union member state.

The GDPR [removed: will implement] [added: implements] more stringent operational requirements for processors and controllers of personal data, including, for example, increased requirements to erase an individual’s information upon request, mandatory data breach notification requirements and [removed: onerous] new obligations on service providers.

[added: The obligations of the] sellers are also generally subject to various limitations.

We are subject to claims and a number of judicial and administrative proceedings considered normal in the course of our current and past operations, including employment-related disputes, contract disputes, intellectual property disputes, government [added: inquiries, investigations,] audits and regulatory proceedings, customer disputes and tort claims.

From time to time, we have had, and expect to continue to receive, inquiries from regulatory bodies and administrative agencies relating to the operation of our [added: business.]

[added: to our] business.

For more information about our judicial and other proceedings, see “Business—Legal [removed: Proceedings.”][added: Proceedings”.]

We are named in a federal securities class action lawsuit and [added: related] derivative [added: complaints, as well as a customer class action] complaint; if we are unable to resolve these matters favorably, then our business, operating results and financial condition may be adversely affected.

In July 2017, a shareholder derivative complaint was filed against certain of the Company’s directors and officers in the United States District Court for the Northern District of Georgia seeking recovery on behalf of the [removed: Company.][added: Company, and on January 9, 2019, a second shareholder derivative complaint was filed in the Superior Court of Gwinnett County, Georgia.]

Further, we are

Changes in the method pursuant to which the LIBOR rates are determined and potential phasing out of LIBOR after 2021 may adversely affect our results of operations.

LIBOR and certain other “benchmarks” are the subject of recent national, international and other regulatory guidance and proposals for reform.

These reforms may cause such benchmarks to perform differently than in the past or have other consequences which cannot be predicted.

In particular, on July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, publicly announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021.

It is unclear whether, at that time, LIBOR will cease to exist or if new methods of calculating LIBOR will be established.

Any uncertainty regarding the continued use and reliability of LIBOR as a benchmark interest rate could adversely affect the performance of LIBOR relative to its historic values.

If the methods of calculating LIBOR change from current methods for any reason, or if LIBOR ceases to perform as it has historically, our interest expense associated with the unhedged portion of our outstanding indebtedness or any future indebtedness we incur may increase.

Further, if LIBOR ceases to exist, we may be forced to substitute an alternative reference rate, such as a different benchmark interest rate or base rate borrowings, in lieu of LIBOR under our current and future indebtedness and cash flow hedges.

At this point, it is not clear what, if any, alternative reference rate may be adopted to replace LIBOR, however, any such alternative reference rate may be calculated differently than LIBOR and may increase the interest expense associated with our existing or future indebtedness.

Finally, the replacement or disappearance of LIBOR may adversely affect the value of and return on our LIBOR-based obligations and the availability, pricing and terms of cash flow hedges we use to hedge our variable interest rate risk.

Alternative reference rates or modifications to LIBOR may not align for our assets, liabilities, and hedging instruments, which could reduce the effectiveness of certain of our interest rate hedges, and could cause increased volatility in our earnings.

We may also incur expenses to amend and adjust our indebtedness and swaps to eliminate any differences between any alternative reference rates used by our cash flow hedges and our outstanding indebtedness.

Any of these occurrences could materially and adversely affect our borrowing costs, business and results of operations.

We have foreign operations in, or provide services for commercial card accounts in 82 countries throughout North America, South America, Europe, Africa, Oceania and Asia.

While we have not suffered any material losses relating to cyber-attacks or other information security breaches, we discovered unauthorized access to certain of our systems during the second quarter of 2018, which we previously disclosed.

Following the discovery of suspicious activity primarily on systems involving the Company’s gift card business, the Company took prompt

action to stop the activity and limit the improper use of accessed private label gift card information (these gift cards do not contain personally identifiable information such as consumer names, Social Security numbers, driver’s license numbers and other sensitive personal data) with the help of technology forensic firms.

The Company also contacted federal law enforcement and merchants known to be affected.

The investigation has now been concluded and, based on the findings of the investigation, the unauthorized access was limited to what was reported in the Company’s quarterly report on Form 10-Q filed May 10, 2018, and we do not expect the unauthorized access to have a material impact on the Company’s results of operations.

For example, we are subject to statutes, regulations, and rulings relevant to the direct email marketing and text-messaging industries, including the TCPA, the CAN-SPAM Act, FCC orders, state-enacted laws regulating commercial email and foreign legislation (such as the Canadian Anti-Spam Legislation and European laws enacted pursuant to European Union Directive 2002/58/EC and its amendments).

While we believe we are in compliance with the relevant laws and regulations, if we were ever found to be in violation, our business, financial condition, operating results and cash flows could be materially adversely affected.

While we maintain insurance covering certain security and privacy damages and claim expenses we may not carry insurance or maintain coverage sufficient to compensate for all liability and such insurance may not be available for renewal on acceptable terms or at all, and in any event, insurance coverage would not address the reputational damage that could result from a security incident.

and quality of services offered.

If the carrying value of the asset is

While we monitor the use of open source software in our technology and services and try to ensure that none is used in a manner that would require us to disclose

On January 25, 2018, the CFPB issued a final rule amending several aspects of its prepaid accounts rule adopted in October 2016 and delayed the overall effective date for such prepaid accounts rule to April 1, 2019.

BSA.

We are also subject to various statutes, regulations, and rulings relevant to the direct email marketing and text-messaging industries, including the TCPA, the CAN-SPAM Act and related FCC orders.

The TCPA, as interpreted and implemented by the FCC and U.S. courts imposes significant restrictions on the use of telephone calls and text messages to residential and mobile telephone numbers as a means of communication when prior consent of the person being contacted has not been obtained.

Violations of the TCPA may be enforced by the FCC or by individuals through litigation, including class actions.

Statutory penalties for TCPA violations range from $500 to $1,500 per violation, which has been interpreted to mean per phone call.

While we have implemented processes and procedures to comply with these laws, if we or the third parties on which we rely for data fail to adhere to or successfully implement appropriate processes and procedures in response to existing or future regulations, it could result in legal and monetary liability, fines, penalties, or damage to our reputation in the marketplace, any of which could have a material adverse effect on our business, financial condition and results of operations.

Additionally, any changes to these laws, their interpretation, or enforcement by the government or private parties that further restrict the way we contact and communicate with our potential customers or generate leads could adversely affect our ability to attract customers and could harm our business, financial condition, results of operations and cash flows.

The Tax Cuts and Jobs Act of 2017 (the "Tax Act") could adversely affect our business and financial condition.

The Tax Act significantly changed how the U.S. taxes corporations, including limitations on the deductibility of interest expense and executive compensation, and the imposition or acceleration of taxation on certain foreign income, each of which may increase our tax expense.

Both the Tax Act and subsequent regulations and interpretations require complex computations to be performed that were not previously required in U.S. tax law, significant judgments to be made in interpretation of the provisions of the Tax Act, significant estimates in calculations, and the preparation and analysis of information not previously relevant or regularly produced.

The U.S. Treasury Department, the IRS, and other standard-setting bodies could interpret or issue guidance on how provisions of the Tax Act will be applied or otherwise administered that is different from our interpretation.

As additional clarification and guidance is issued regarding the Tax Act, we may make adjustments to amounts that we have recorded, which may materially impact our provision for income taxes in the period in which the adjustments are made.

Various other jurisdictions including members of the Organization for Economic Cooperation and Development are considering changes to their tax laws including provisions intended to address base erosion and profit shifting by taxpayers.

| | |

| --- | --- |

In 2016, we received notice from an oil partner that they did not intend to renew our current contract when it expired at the end of 2017.

Additionally, in 2017, we signed an agreement to extend the management of the commercial fuel card program for a strategic partner.

We do not expect these contracts to have a material impact on our business and operating results.

The loss of existing major truck stop

variety of factors, including a lack of industry-wide standards, competing products and services, or resistance to these changes from our customers.

There can be no

We have foreign operations in, or provide services for commercial card accounts in Australia, Austria, Azerbaijan, Belarus, Belgium, Brazil, Bulgaria, Canada, Croatia, Czech Republic, Denmark, Estonia, Finland, France, Georgia, Germany, Gibraltar, Greece, Hong Kong, Hungary, Ireland, Italy, Kazakhstan, Latvia, Lithuania, Luxembourg, Macau, Malaysia, Mexico, Moldova, Mongolia, the Netherlands, New Zealand, Norway, Pakistan, Papua New Guinea, Peru, Philippines, Poland, Portugal, Romania, Russia, Singapore, Slovakia, Slovenia, South Africa, South Korea, Spain, Sweden, Switzerland, Taiwan, Thailand, Turkey, Ukraine, United Arab Emirates and the United Kingdom.

Although we believe we have sufficient controls in place to prevent disruption and misappropriation

other national retailers already have a gift card solution in place, either in-house or with one of our competitors.

The obligations of the

On December 22, 2017, President Trump signed into law new legislation that significantly revises the Internal Revenue Code of 1986, as amended, or the Code.

The newly enacted Tax Act among other things, contains significant changes to corporate taxation, including by reducing the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, significantly limiting the tax deduction for net interest expense, limiting the deduction for post-2017 net operating losses to 80% of current year taxable income and eliminating carrybacks of such net operating losses, imposing a one-time transition tax on offshore earnings regardless of whether they are repatriated, migrating from a “worldwide” system of taxation in the direction of a territorial system (subject to certain important exceptions), allowing immediate expensing of certain new investments instead of depreciating such investments over time, modifying or repealing many business deductions and credits, and requiring the accrual of certain income for U.S. federal income tax purposes no later than when such income is taken into account as revenue on our financial statements (subject to an exception for certain income that is already subject to a special method of accounting under the Code).

We continue to examine the impact the new legislation may have on our business.

Notwithstanding the reduction in the corporate income tax rate, the overall impact of the new federal tax law is uncertain, and our business and financial condition could be adversely affected.

In addition, it is uncertain if and to what extent various states will conform to the newly enacted federal tax law.

The impact of this tax reform on holders of our common stock is also uncertain and could be adverse.

The promotion of

hedging activity in our international payments provider business generally varies with currency volatility, we have experienced and may experience in the future lower foreign exchange revenues in periods of lower currency volatility.

| • | require super-majority stockholder voting to effect certain amendments to our certificate of incorporation and bylaws. |

Any decision to declare and pay

Our products are used in [removed: 56] [added: 82] countries around the world, with our primary geographies being the U.S., Brazil and the United Kingdom, which combined accounted for approximately [removed: 90%] [added: 88%] of our revenue in [removed: 2017.][added: 2018.]

In [removed: 2017,] [added: 2018,] we processed approximately [removed: 3] [added: 2.9] billion transactions within these networks, of which approximately 1.4 billion were related to our Gift product line.

Our revenue is [added: generally] reported net of the [removed: wholesale] cost for underlying products and services.

The results of operations from the fuel card [removed: business] [added: portfolio] acquired in [removed: Russia] [added: the U.S.] are included within our [removed: International segment.][added: North America segment, from the date of acquisition in 2016.]

For the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015,] [added: 2016,] our North America and International segments generated the following [removed: revenue:][added: revenue (in millions):]

| | | [removed: 2017] [added: 2018] | | | | | | | [removed: 2016] [added: 2017] | | | | | | | [removed: 2015] [added: 2016] | | | | | |

| [removed: (in millions)] | | Revenues, net | | | | % of total revenues, net | | | Revenues, net | | | | % of total revenues, net | | | Revenues, net | | | | % of total revenues, net | |

| North America | | $ | [removed: 1,429] [added: 1,571] | | | [removed: 63.5] [added: 64.6] | % | | $ | [removed: 1,279] [added: 1,429] | | | [removed: 69.8] [added: 63.5] | % | | $ | [removed: 1,232] [added: 1,279] | | | [removed: 72.3] [added: 69.8] | % |

| International | | [removed: 821] [added: 862] | | | | [removed: 36.5] [added: 35.4] | % | | [removed: 552] [added: 821] | | | | [removed: 30.2] [added: 36.5] | % | | [removed: 471] [added: 552] | | | | [removed: 27.7] [added: 30.2] | % |

| | | $ | [removed: 2,250] [added: 2,433] | | | 100.0 | % | | $ | [removed: 1,832] [added: 2,250] | | | 100.0 | % | | $ | [removed: 1,703] [added: 1,832] | | | 100.0 | % |

Set forth below are revenues, net, net income and net income per diluted share for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015.][added: 2016 (in millions, except per share amounts).]

| | | Year [removed: ended] [added: Ended] December 31, | | | | | | | | | | | [added: | | | | Year Ended December 31, | | | | | | | | | | | | | |]

| Revenues, net | | $ | [removed: 2,250] [added: 2,433] | | | $ | [removed: 1,832] [added: 2,250] | | | $ | [removed: 1,703] [added: 1,832] | |

| Net income | | $ | [removed: 740] [added: 811] | | | $ | [removed: 452] [added: 740] | | | $ | [removed: 362] [added: 452] | |

| Net income per diluted share | | $ | [removed: 7.91] [added: 8.81] | | | $ | [removed: 4.75] [added: 7.91] | | | $ | [removed: 3.85] [added: 4.75] | |

Adjusted [removed: Revenues, Adjusted Net Income] [added: net income] and [removed: Adjusted Net Income Per Diluted Share.][added: adjusted net income per diluted share.]

Set forth below are adjusted revenues, adjusted net income and adjusted net income per diluted share for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015.][added: 2016 (in millions, except per share amounts).]

| | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| Adjusted net income per diluted share | | $ | [removed: 8.54] [added: 10.53] | | | $ | [removed: 6.92] [added: 8.54] | | | $ | [removed: 6.30] [added: 6.92] | |

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

[removed: ][added: ]

Customers may include [removed: directly- and indirectly-sold] commercial businesses [added: (obtained through direct and indirect channels),] as well as partners for whom we manage payment programs.

[removed: Merchants] [added: Merchants, who] may [added: also be customers under relevant accounting guidance, may] include those merchants affiliated with our proprietary networks or those participating in the third-party networks we utilize.

These fees may be charged as fixed amounts, costs plus a mark-up, or based on a percentage of the transaction purchase [removed: amounts.][added: amounts, or a combination thereof.]

For a transaction involving the purchase of fuel where the amount paid to the merchant is calculated under the cost plus markup model, we refer to the difference between the amount charged to the customer and the amount paid to the merchant as [removed: merchant] revenue tied to fuel-price spreads.

Set forth below is revenue per transaction by segment information for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015.][added: 2016.]

Revenue per transactions by segment is affected by the mix of products and acquisitions, [added: as well as the impact of the adoption of ASC 606,] which may result in revenue per transaction by product providing more meaningful data for analysis.

| (Unaudited) | | 2017 | | | | [removed: 2016] | | | [added: 2016] | [removed: 2015] | | | [added: | |]

| North America | | [removed: 1,842.4] [added: 1,789.1] | | | | [removed: 1,714.6] [added: 1,798.2] | | | [added: 1] | [removed: 1,667.5] [added: 1,714.6] | | |

| Total transactions | | [removed: 2,956.9] [added: 2,888.2] | | | | [removed: 2,222.4] [added: 2,890.7] | | | | [removed: 1,851.4] [added: 2,222.4] | | |

| North America | | $ | [removed: 0.78] [added: 0.88] | | | $ | [removed: 0.75] [added: 0.79] | | | $ | [removed: 0.74] [added: 0.75] | |

| Consolidated revenue per transaction | | $ | [removed: 0.76] [added: 0.84] | | | $ | [removed: 0.82] [added: 0.78] | | | $ | [removed: 0.92] [added: 0.82] | |

| Consolidated adjusted revenue per transaction | | $ | [removed: 0.72] [added: 0.84] | | | $ | [removed: 0.78] [added: 0.74] | | | $ | [removed: 0.86] [added: 0.78] | |

The following table provides a breakdown of revenue per transaction by product [added: and organic growth by product] for the years ended December 31, 2017 and 2016 (in millions, except per transaction [removed: data):][added: data):*]

| | | As Reported | | | | | | | | | | | | | | | Pro Forma and Macro [removed: Adjusted2 |] [added: Adjusted] | | | | | | | | | | | | | |

| | | Year Ended December 31, | | | | | | | | | | | | | | | Year Ended December 31, | | | | | | | | | | | | | | [removed: |]

| (Unaudited) | | 2017 | | | | 2016 | | | | [removed: Change | | | | % Change | | | 20173 | | | | 20164 | | | | Change | |] [added: 2017] | | [removed: % Change] | [added: 2016] | |

| [removed: Fuel Cards6 |] [added: FUEL] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: Transactions5] [added: '\- Transactions] | | 466 | | | | 434 | | | | 32 | | | | 7 | % | | 466 | | | | 444 | | | | 23 | | | | 5 | % | [removed: |]

| [added: '\-] Revenues, net per transaction | | $ | 2.35 | | | $ | 2.30 | | | $ | 0.05 | | | 2 | % | | $ | 2.29 | | | $ | 2.25 | | | $ | 0.04 | | | 2 | % | [removed: |]

FLEETCOR is a global payments company primarily focused on business to business payments.

We simplify the way businesses manage and pay for expenses and operate in five categories: Fuel, Lodging, Tolls, Corporate Payments and Gift.

Our products are focused on delivering a better, more efficient way to pay, through specialized products, systems, and payment and merchant networks.

While the actual payment mechanisms vary from category to category, they are structured to afford control and reporting to the end user.

The methods of payment generally function like a charge card, prepaid card, one-time use virtual card, and electronic RFID, etc. Each category is unique in its focus, customer base and target markets, but they also share a number of characteristics.

Customers are primarily business to business, have recurring revenue models, specialized networks which create barriers to entry, have high EBITDA margins, and have similar selling systems, which can be leveraged in each business.

Results presented for 2018 reflect the impact of the Company's adoption of Accounting Standards Update 2014-09, "Revenue from Contracts with Customers" ("Topic 606") ("ASC 606") and related cost capitalization guidance, which was adopted by the Company on January 1, 2018, using the modified retrospective transition method.

The adoption of Topic 606 resulted in the classification of certain amounts previously classified as merchant commissions and processing expense net with revenues.

As a result of the application of the modified retrospective transition method, the Company's prior period results within its annual report on Form 10-K and quarterly reports on Form 10-Q will not be restated to reflect the impact of Topic 606.

The adoption of Topic 606 had the impact of reducing revenues by approximately $112.0 million for the year ended December 31, 2018.

Such expenses were not reflected as a reduction of revenues in the 2017 and 2016 amounts presented.

This lack of comparability should be considered in reviewing the transaction analysis and the various breakdowns of revenue by geography, product and source in this discussion and analysis.

| Adjusted net income | | $ | 969.8 | | | $ | 798.9 | | | $ | 659.2 | |

See the heading entitled “Management’s Use of Non-GAAP Financial Measures” for more information and a reconciliation of the non-GAAP financial measure to the most directly comparable financial measure calculated in accordance with GAAP.

| International2 | | 1,099.1 | | | | 1,092.5 | | | | 507.8 | | |

| International | | $ | 0.78 | | | $ | 0.75 | | | $ | 1.09 | |

| 1 For purposes of comparability, reflects adjustment for 44.3 million non-recurring transactions at SVS in the first quarter of 2017 due to system driven balance inquiries. |

| 2 Reflects adjustments from previously disclosed amounts for the prior period to conform to current presentation. |

The following table provides a breakdown of revenue per transaction by product and organic growth by product for the years ended December 31, 2018 and 2017 (in millions, except per transaction data):*

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

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

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

| | | 2018¹ | | | | 2017 | | | | Change | | | | % Change | | | 2018¹ | | | | 2017¹ | | | | Change | | | | % Change | |

| '\- Transactions | | 484 | | | | 466 | | | | 18 | | | | 4 | % | | 484 | | | | 471 | | | | 13 | | | | 3 | % |

| '\- Revenues, net per transaction | | $ | 2.27 | | | $ | 2.35 | | | $ | (0.08 | ) | | (3 | )% | | $ | 2.15 | | | $ | 2.10 | | | $ | 0.05 | | | 2 | % |

| '\- Revenues, net | | $ | 1,097 | | | $ | 1,096 | | | $ | — | | | — | % | | $ | 1,042 | | | $ | 990 | | | $ | 52 | | | 5 | % |

| '\- Revenues, net per transaction | | $ | 8.42 | | | $ | 6.30 | | | $ | 2.12 | | | 34 | % | | $ | 8.40 | | | $ | 7.92 | | | $ | 0.48 | | | 6 | % |

| '\- Revenues, net | | $ | 416 | | | $ | 262 | | | $ | 154 | | | 59 | % | | $ | 415 | | | $ | 334 | | | $ | 81 | | | 24 | % |

| \- Transactions2 | | 877 | | | | 894 | | | | (17 | | ) | | (2 | )% | | 877 | | | | 894 | | | | (17 | | ) | | (2 | )% |

| '\- Revenues, net per transaction | | $ | 0.39 | | | $ | 0.37 | | | $ | 0.02 | | | 5 | % | | $ | 0.44 | | | $ | 0.37 | | | $ | 0.07 | | | 19 | % |

| '\- Revenues, net | | $ | 339 | | | $ | 327 | | | $ | 12 | | | 4 | % | | $ | 386 | | | $ | 327 | | | $ | 59 | | | 18 | % |

| '\- Revenues, net per transaction | | $ | 9.16 | | | $ | 7.45 | | | $ | 1.71 | | | 23 | % | | $ | 9.16 | | | $ | 7.82 | | | $ | 1.34 | | | 17 | % |

| '\- Revenues, net | | $ | 176 | | | $ | 127 | | | $ | 49 | | | 39 | % | | $ | 176 | | | $ | 145 | | | $ | 30 | | | 21 | % |

| '\- Transactions | | 1,384 | | | | 1,394 | | | | (10 | | ) | | (1 | )% | | 1,384 | | | | 1,394 | | | | (10 | | ) | | (1 | )% |

| '\- Revenues, net | | $ | 187 | | | $ | 194 | | | $ | (8 | ) | | (4 | )% | | $ | 187 | | | $ | 194 | | | $ | (8 | ) | | (4 | )% |

| OTHER3 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| '\- Transactions | | 74 | | | | 78 | | | | (3 | | ) | | (4 | )% | | 74 | | | | 77 | | | | (2 | | ) | | (3 | )% |

| '\- Revenues, net per transaction | | $ | 2.96 | | | $ | 3.14 | | | $ | (0.18 | ) | | (6 | )% | | $ | 3.01 | | | $ | 2.81 | | | $ | 0.20 | | | 7 | % |

| '\- Revenues, net | | $ | 220 | | | $ | 244 | | | $ | (24 | ) | | (10 | )% | | $ | 224 | | | $ | 216 | | | $ | 8 | | | 4 | % |

| '\- Transactions | | 2,888 | | | | 2,891 | | | | (3 | | ) | | — | % | | 2,888 | | | | 2,897 | | | | (9 | | ) | | — | % |

Our payment products function like a charge card or prepaid card and tend to be specialized for specific spend categories, such as fuel or lodging, and/or specific customer groups, such as long haul transportation.

FLEETCOR’s five primary product lines are Fuel, Lodging, Tolls, Corporate Payments and Gift.

We report our results from Cambridge (acquired in the third quarter of 2017) and CLS (acquired in the fourth quarter of 2017) in our North America segment.

As part of our plan to exit the telematics business, on July 27, 2017, we sold NexTraq, a U.S. fleet telematics business, which has historically been included in our North America segment.

| (in millions, except per share amounts) | | 2017 | | | | 2016 | | | | 2015 | | |

| (in millions, except per share amounts) | | | | | | | | | | | | |

| Adjusted revenues | | $ | 2,136 | | | $ | 1,727 | | | $ | 1,595 | |

| Adjusted net income | | $ | 799 | | | $ | 659 | | | $ | 593 | |

See the heading entitled “Management’s Use of Non-GAAP Financial Measures.” We use adjusted revenues as a basis to evaluate our revenues, net of the commissions that are paid to merchants that participate in certain of our card programs.

The commissions paid to merchants can vary when market spreads fluctuate in much the same way as revenues are impacted when market spreads fluctuate.

Thus, we believe this is a more effective way to evaluate our revenue performance on a consistent basis.

The following table provides illustrations of these three merchant payment models, which are representative of many, but not all, of our businesses.

Illustrative Merchant Payment Models

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

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

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

| i) Cost Plus Mark-up: | | | | | | ii) Percentage Discount: | | | | | | iii) Fixed Fee: | | | | |

| Wholesale Cost | | $ | 2.86 | | | Retail Price | | $ | 3.00 | | | Retail Price | | $ | 3.00 | |

| Mark-up | | 0.05 | | | | Discount (3%) | | (0.09 | | ) | | Fixed Fee | | (0.09 | | ) |

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

| Price Paid to Merchant | | $ | 2.91 | | | Price Paid to Merchant | | $ | 2.91 | | | Price Paid to Merchant | | $ | 2.91 | |

| International | | 1,114.5 | | | | 507.8 | | | | 183.9 | | |

| International | | $ | 0.74 | | | $ | 1.09 | | | $ | 2.56 | |

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

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

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| Transactions5 | | 77 | | | | 82 | | | | (5 | | ) | | (6 | )% | | 77 | | | | 82 | | | | (4 | | ) | | (5 | )% | |

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

| 2 Pro forma and macro adjusted revenue is a non-GAAP financial measure defined as revenues, net adjusted for the impact of the macroeconomic environment and acquisitions and dispositions and other one-time items. We use pro forma and macro adjusted revenue as a basis to evaluate our organic growth. See the heading entitled “Management’s Use of Non-GAAP Financial Measures” for a reconciliation of pro forma and macro adjusted revenue by product, non-GAAP measures, to the GAAP equivalent. |

| 32017 is adjusted to remove the impact of changes in the macroeconomic environment to be consistent with the same period of prior year, using constant fuel prices, fuel price spreads and foreign exchange rates. |

| 42016 is pro forma to include acquisitions and exclude dispositions consistent with 2017 ownership. |

| 52016 revenue and transactions reflect immaterial corrections from previously disclosed amounts for the prior period. |

| 6Fuel Cards product category further refined to Fuel, to reflect different ways that fuel is paid for by our customers. |

Sources of Expense

During 2015, we completed acquisitions of Shell portfolios related to our fuel card businesses in Europe, as well as a small acquisition internationally, with an aggregate purchase price of $46.3 million, each included within our International segment from the date of acquisition, and made additional investments of $8.4 million related to our equity method investment at Masternaut and deferred payments of $3.4 million related to acquisitions occurring in prior years.

Revenue from our International segment was [removed: 36.5%, 30.2%] [added: 35.4%, 36.5%] and [removed: 27.7%] [added: 30.2%] of total revenue for the years ended December 31, [added: 2018,] 2017, [removed: 2016,] and [removed: 2015,] [added: 2016,] respectively.

Exchange rates and currency positions as of December 31, [removed: 2017] [added: 2018] 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: 2017] [added: 2018] by approximately [removed: $34.2] [added: $41.7] 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: 2016] [added: 2017] and [removed: 2015] [added: 2016] 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: 2016] [added: 2017] and [removed: 2015] [added: 2016] by approximately [removed: $24.8] [added: $34.2] million and [removed: $22.5] [added: $24.8] million, respectively.

We [removed: invest] [added: use] our excess cash either to pay down our Securitization Facility debt or [added: to invest] in securities that we believe are highly liquid and marketable in the short term.

[removed: Under our $4.325] [added: Our $4.16] billion Credit [removed: Agreement, the Credit] Agreement provides for senior secured credit facilities consisting of a revolving A credit facility in the amount of $1.285 billion, a term loan A facility in the amount of [removed: $2.690] [added: $2.53] billion and a term loan B facility in the amount of $350.0 million as of December 31, [removed: 2017.][added: 2018.]

The revolving credit facility consists of (a) a revolving A [removed: credit] facility in the amount of $800.0 million, with sublimits for letters of credit and swing line loans, (b) a revolving B facility in the amount of $450.0 million [added: with multi-currency borrowings and a sub-limit] for swing line loans [removed: and multi-currency borrowings] and, (c) a revolving C facility in the amount of $35.0 million for [removed: multi-currency] borrowings in [added: U.S. Dollars,] Australian Dollars or New Zealand Dollars.

Interest on the term B loan facility accrues based on the Eurocurrency Rate [removed: or the Base Rate at 2.25%] [added: plus 2.00%] for Eurocurrency Loans and at [removed: 1.25%] [added: the Base Rate plus 1.00%] for Base Rate Loans.

Based on the amounts and mix of our fixed and floating rate debt (exclusive of our Securitization Facility) at December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015,] [added: 2016,] if market interest rates had increased or decreased an average of 100 basis points, our interest expense would have changed by approximately [removed: $34.7] [added: $37.9] million, [removed: $27.9] [added: $34.7] million and [removed: $26.2] [added: $27.9] million, respectively.

On January 22, 2019, we entered into three interest rate swap cash flow contracts with U.S. dollar notional amounts of $1 billion with a fixed rate of 2.56%, $500 million with a fixed rate of 2.56%, and $500 million with a fixed rate of 2.55%.

The

purpose of these contracts is to eliminate the variability of cash flows in interest payments associated with $2 billion of our variable rate debt, the sole source of which is due to changes in the 1-month LIBOR benchmark interest rate.

On January 20, 2017, we entered into the second amendment to the Credit Agreement, which established a new term B loan.

We serve businesses, merchants and [removed: partners] [added: consumers and payment networks] in North America, Latin America, Europe, and Australasia.

Our products are used in [removed: 56] [added: 82] countries around the world, with our primary geographies being the U.S., Brazil and the United Kingdom, which combined accounted for approximately [removed: 90%] [added: 88%] of our revenue in [removed: 2017.][added: 2018.]

In [removed: 2017,] [added: 2018,] we processed approximately [removed: 3] [added: 2.9] billion transactions within these networks, of which approximately 1.4 billion were related to our Gift product line.

FLEETCOR owns and operates proprietary networks with well-established brands across [removed: 56] [added: 80] countries, bringing incremental sales and loyalty to affiliated merchants.

Third-party networks include [removed: MasterCard] [added: Mastercard] in the U.S. and Visa in the U.K. and continental Europe, the retail outlets of various partners, and proprietary [added: networks owned and operated by other partners.]

Our fuel payment product line is our largest product category, representing approximately [removed: 49%] [added: 45%] of our revenue in [removed: 2017.][added: 2018.]

Our fuel payment products are most often in the form of plastic cards, but also include other forms such as electronic RFID [removed: tags] [added: tags, mobile apps] and paper vouchers.

Our proprietary processing and card management systems provide customers with customizable user-level controls, detailed transaction reporting, programmable alerts, configurable networks, contracted fuel price validation and audit, and vehicle efficiency [removed: analyses.][added: analysis.]

For major oil companies, leasing companies and petroleum marketers, we provide program management [removed: services] [added: services,] which allow these partners to outsource the sales, marketing, credit, service, and system operations of their branded fuel card portfolios.

Our fuel payment product partners include British Petroleum (BP), its subsidiary Arco, [removed: Shell and] [added: Shell,] Speedway, and [added: Casey's and] over [removed: 775] [added: 770] fuel marketers of all sizes.

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

| • | Fuelman network—our primary proprietary fleet card network in the U.S. We have negotiated card acceptance and settlement terms with [removed: approximately 11,000] [added: over 9,300] individual merchants, providing the Fuelman network with approximately [removed: 59,000] [added: 55,000] fueling sites and approximately [removed: 28,000] [added: 25,000] maintenance sites across the country. |

| • | 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: 8,100] [added: 8,700] truck stops and fuel merchants across the U.S. and Canada. |

| • | Pacific Pride Fueling network—our "franchise" fueling network in the U.S. composed of over 1,100 fueling sites owned by more than [removed: 240] [added: 230] franchisees. The majority of these fueling sites are unattended cardlock facilities located in commercial and industrial areas. |

| • | Allstar network—our proprietary fleet card network in the U.K. We have negotiated card acceptance and settlement terms with approximately [removed: 2,200] [added: 2,100] individual merchants, providing this network with [removed: over] [added: approximately] 7,300 fueling sites. |

| • | Keyfuels network—our proprietary fleet card network in the U.K. We have negotiated card acceptance and settlement terms with more than 500 individual merchants, providing the Keyfuels network with approximately [removed: 2,800] [added: 2,900] 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 MOL, Benzina, OMV, Slovnaft and Shell, and with approximately 1,100 other merchants, providing the CCS network at over [removed: 2,600] [added: 2,700] fueling sites and 800 other sites accepting our cards. |

| • | Petrol Plus Region (PPR) network—our primary proprietary fleet card network in Russia, Poland, Ukraine, Belarus, Kazakhstan and Moldova. We have negotiated card acceptance and settlement terms with over [removed: 700] [added: 900] individual merchants, providing the PPR network with approximately [removed: 13,500] [added: 13,400] fueling sites across the region. |

| • | Efectivale network—our proprietary fuel card and voucher network in Mexico. We have negotiated acceptance and settlement terms individual merchants, providing the network with over [removed: 6,300] [added: 7,800] fueling sites. |

| • | CTF network—our proprietary fuel [added: and fleet] controls [removed: network] [added: solutions] in Brazil, composed of over [removed: 1,700] [added: 23,000] highway [added: and urban] fueling sites through our partners, BR Distribuidora [removed: (Petrobas) and] [added: (Petrobas),] Ipiranga [removed: Distribuidora.] [added: Distribuidora and Good Card network.] |

| • | [removed: MasterCard] [added: Mastercard] network—In the U.S. and Canada, we issue co-branded [removed: MasterCard products] [added: Mastercard products,] which are accepted at over 175,000 fuel sites and 469,000 maintenance locations. These [removed: MasterCard] [added: Mastercard] products have additional purchasing capabilities which, when enabled, allow the cards to be accepted at approximately 10.9 million locations throughout the U.S. and Canada. |

| • | Visa network—In the U.K., we issue products that utilize the Visa payment network, which includes [removed: over] [added: approximately] 8,400 fuel sites and [removed: 1,100] [added: over 1,400] maintenance locations. These Visa products have additional purchasing capabilities which, when enabled, allow the cards to be accepted throughout the Visa network. |

| • | UTA network—UNION TANK Eckstein GmbH & Co. KG (UTA) operates a network of over [removed: 55,000] [added: 61,000] points of acceptance in 40 European countries, including more than [removed: 44,000] [added: 49,000] 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 [removed: 65,000] [added: 70,000] 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. |

| • | Carnet networks—A national debit network in Mexico, which includes [removed: over 11,500] [added: approximately 12,500] fueling sites across the country. |

In Brazil, we have designed proprietary [added: RFID] equipment which, when installed at the fueling [removed: site] [added: site, parking lot, fueling station] and [added: restaurant and] on the vehicle and combined with our processing system, significantly reduces the likelihood of unauthorized and fraudulent transactions.

Our solutions can be customized to meet the specific needs of our customers, including access to a deeply [removed: discount] [added: discounted] hotel network and customer-specific rate negotiation, the ability to customize the network to fit customers’ specific travel needs and policies, enhanced controls and reporting, and audit and tax management services.

Our lodging payment products operate on our proprietary CLC [removed: Lodging network,] [added: and CLS lodging networks,] which [removed: includes] [added: use] over [removed: 16,700] [added: 22,500 hotels, including 15,400] hotels [added: in the contracted network] across the U.S. and Canada.

FLEETCOR has developed data management and payment processing systems to manage client billings and [removed: reports which,] [added: reports, which] combined with our discounted hotel network, provide clients with savings and increased visibility into their lodging costs.

Our electronic toll and parking payments product operates on our proprietary Sem Parar network, which processed toll transactions for more than [removed: 3.2] [added: 4.2] million customers on 99% of the toll roads across Brazil.

Our electronic tags may also be used to purchase [added: parking,] fuel at select gas [removed: stations.][added: stations and meals at select restaurants.]

This collection of comprehensive solutions positions us to enable automation and savings across a [removed: customer’s] [added: user’s] entire accounts payables (A/P) process, including both domestic and international payables.

We have built a network of approximately [removed: 700,000] [added: 800,000] merchants that accept our virtual card [removed: payments, which has been growing at an average rate of 12,500 merchants per month.][added: payments.]

Our purchasing and T&E cards operate on the [removed: MasterCard] [added: Mastercard] payment network and are accepted at approximately [removed: 10.7] [added: 10.9] million locations throughout the United States and Canada.

We provide fully integrated gift card product management and processing services in [removed: over 55] [added: 60] different countries around the world.

We help our commercial customers manage distribution with omni-channel strategies which include card sales through the customers’ retail outlets, websites and mobile applications, as well as through third party [added: locations, such as supermarkets and drug stores.]

We provide a vehicle maintenance service offering that helps fleet customers to manage their vehicle maintenance, service, and repair needs in the U.K. This product is provided through our proprietary 1link maintenance and repair network which processes transactions for fleet customers through approximately [removed: 9,400] [added: 9,100] service centers across the U.K. With regard to our fleet maintenance [removed: product,] [added: products,] we compete with several companies including Ebbon-Dacs and Fleet on Demand.

| • | Efectivale network—also our proprietary food card and voucher network in Mexico. We have negotiated acceptance and settlement terms [removed: with over 56,700 individual merchants,] providing the network with over [removed: 44,600] [added: 45,700] food [removed: locations] [added: locations, 7,800 fueling sites] and [removed: 5,800] [added: 5,900] restaurants. |

| • | Carnet network—a national debit network in Mexico, which also includes [removed: over 47,400] [added: approximately 49,000] food locations [added: and 12,000 fueling sites] across the country. |

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

FLEETCOR is a global payments company primarily focused on business to business payments.

We simplify the way businesses manage and pay for expenses and operate in five categories: Fuel, Lodging, Tolls, Corporate Payments and Gift.

Our products are focused on delivering a better, more efficient way to pay, through specialized products, systems, and payment and merchant networks.

While the actual payment mechanisms vary from category to category, they are structured to afford control and reporting to the end user.

The methods of payment generally function like a charge card, prepaid card, one-time use virtual card, and electronic RFID (radio-frequency identification), etc. Each category is unique in its focus, customer base and target markets, but they also share a number of characteristics.

Customers are primarily business to business, have recurring revenue models, specialized networks which create barriers to entry, have high EBITDA margins, and have similar selling systems, which can be leveraged in each business.

| • | Travelcard network—our proprietary fuel card network in the Netherlands. We have negotiated card acceptance and settlement terms with over 1,000 individual merchants, providing this network with approximately 4,100 fueling sites. |

| • | Fleet Card network—our proprietary fuel card network in Australia. We have negotiated card acceptance and settlement terms with approximately 6,000 individual merchants, providing this network with over 90% of fuel sites across Australia. |

| • | CardSmart network—our proprietary fuel card network in New Zealand. We have negotiated card acceptance and settlement terms with approximately 1,200 individual merchants, providing this network with approximately 95% of the fuel sites across New Zealand. |

Our electronic and paper toll vale-pedagio solutions are accepted for payment within our proprietary toll network that covers approximately 99% of national roads in Brazil.

We provide account management and customer service to our customers.

Based in dedicated call centers across our key markets, these professionals handle transaction authorizations, billing questions and account changes.

Customers also have the opportunity to self-service their accounts through interactive voice response and online tools.

We monitor the quality of the service we provide to our customers by adhering to industry standard service levels with respect to abandon rates and answer times and through regular agent call monitoring.

We also conduct regular customer surveys to ensure customers are satisfied with our products and services.

We provide the following specialized services:

| | |

| --- | --- |

In 2018, we spent more than $210 million in capital and operating expenses to operate, protect and enhance our technology.

See also "We are dependent on the efficient and uninterrupted operation of interconnected computer systems, telecommunications, data centers and call centers, including technology and network systems managed by multiple third parties, which could result in our inability to prevent disruptions in our services" and "We may experience software defects, system errors, computer viruses and development delays, which could damage customer relationships, decrease our profitability and expose us to liability" under Item 1A for further discussion of the risks we face in connection with our technology systems and potential data breach and cybersecurity risks facing the Company.

In addition, the State of California adopted the California Consumer Protection Act of 2018 ("CCPA"), which will become effective in 2020 and also will regulate the collection and use of consumers' data.

Compliance with the CCPA is expected to cause us to make additional updates to certain business practices and systems.

Our EU operations are currently operating in accordance with these standards.

We may use direct email marketing and text-messaging to reach out to current or potential customers and therefore are subject to various statutes, regulations, and rulings, including the Telephone Consumer Protection Act (“TCPA”), the Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CAN-SPAM Act”) and related Federal Communication Commission (“FCC”) orders.

The TCPA, as interpreted and implemented by the FCC and U.S. courts imposes significant restrictions on the use of telephone calls and text messages to residential and mobile telephone numbers as a means of communication when prior consent of the person being contacted has not been obtained.

Violations of the TCPA may be enforced by the FCC or by individuals through litigation, including class actions.

Statutory penalties for TCPA violations range from $500 to $1,500 per violation, which has been interpreted to mean per phone call.

Several states have enacted additional, more restrictive and punitive laws regulating commercial email.

Foreign legislation exists as well, including Canada’s Anti-Spam Legislation and the European laws that have been enacted pursuant to European Union Directive 2002/58/EC and its amendments.

We use email as a significant means of communicating with our existing and potential users.

We believe that our email practices comply with the relevant regulatory requirements.

laundering.

The Company maintains a website at the following address: www.fleetcor.com.

The information on the Company’s website is not incorporated by reference into this Annual Report on Form 10-K.

We make available on or through our website certain reports and amendments to those reports that we file with or furnish the to the SEC in accordance with the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

These include our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K.

We make this information available on our website free of charge as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC.

In addition, the SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically at http://www.sec.gov.

| Scott A. Dufour | | 50 | | | Global Chief Information Officer |

David Krantz joined us in May 2018 as our Group President—North America Fuel.

FLEETCOR payment products function like a charge card or prepaid card, and tend to be specialized for specific spend categories, such as fuel or lodging, and/or specific customer groups, such as long haul transportation.

FLEETCOR’s five primary product lines are Fuel, Lodging, Tolls, Corporate Payments and Gift.

Additionally, we provide other payment products including fleet maintenance, employee benefits and long haul transportation-related services.

networks owned and operated by other partners.

FLEETCOR’s five primary product lines are Fuel, Lodging, Tolls, Corporate Payments and Gift.

No single partner represented more than 10% of our consolidated revenue in any year during the last four years.

Our paper toll vouchers are accepted for payment within our proprietary RODOCRED toll network, on behalf of more than 96,000 customers on all toll roads across Brazil.

locations, such as supermarkets and drug stores.

| • | Field sales—Our field sales organizations are comprised of remote or local office-based 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 generally dedicated to specific products or service categories and tend to target larger prospects. |

| • | Customer service, account activation, account retention—We provide account management and customer service to our customers. Based in dedicated call centers across our key markets, these professionals handle transaction authorizations, billing questions and account changes. Customers also have the opportunity to self-service their accounts through interactive voice response and online tools. We monitor the quality of the service we provide to our customers by adhering to industry standard service levels with respect to abandon rates and answer times and through regular agent call monitoring. We also conduct regular customer surveys to ensure customers are satisfied with our products and services. In addition to our base customer service support, we provide the following specialized services: |

limits.

Our underwriting process provides additional scrutiny for large credit amounts and we utilize tiered credit approval authority among our management.

In 2017, we spent more than $185 million in capital and operating expenses to operate, protect and enhance our technology and expect to continue the build out of our proprietary processing platform in Europe and Asia, as well as the integration of our recently acquired businesses.

As of December 31, 2017, we are not aware of any material breach of our data security systems.

end” card acceptance, data capture and transaction authorization capabilities of our card programs.

In May 2018, a new European wide Regulation on data privacy will come into force.

The General Data Protection Regulation (the “GDPR”) contains additional obligations on data controllers and data processors operating in the EU or offering services to consumers within the EU.

We are working to prepare for the GDPR in readiness for its implementation in May 2018.

service provider listing.

registered as MSBs.

Effective in October 2011, with certain exceptions, debit interchange rates are capped at $0.21 per transaction with an additional component of five basis points of the transaction’s value to reflect a portion of the issuer’s fraud losses plus, for qualifying issuing financial institutions, an additional $0.01 per transaction in debit interchange for fraud prevention costs.

us to a variety of fines or penalties that may be levied by the payment networks for certain acts or omissions.

Our website address is www.fleetcor.com.

You may obtain free electronic copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and all related amendments required to be filed or

furnished pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, at our website under the headings “Investor Relations—SEC Filings.” Information from our website is not incorporated by reference into this annual report on Form 10-K.

| Andrew R. Blazye | | 59 | | | President—International Corporate Development |

| Pedro L. Donda | | 64 | | | President-—Serviços e Tecnologia de Pagamentos S.A. ("STP") |

| Charles R. Freund | | 45 | | | Executive Vice President—Corporate Strategy |

| Alexey P. Gavrilenya | | 41 | | | President—Continental Europe |

| Alan King | | 41 | | | President—UK, Australia and New Zealand |

| John A. Reed | | 63 | | | Technology Executive Officer |

| Gregory L. Secord | | 55 | | | President—Comdata North America Trucking and CLC Lodging |

Andrew R.

Blazye has served as our President—International Corporate Development since 2012.

From July 2007 to May 2012, Mr. Blazye served as our Chief Executive Officer—FLEETCOR Europe.

From April 2006 to June 2007, Mr. Blazye was a Group Director for Dunnhumby Ltd., a research firm.

From September 1980, to March 2006, Mr. Blazye held various positions with Shell International Ltd., a subsidiary of Royal Dutch Shell plc, a global energy company, including Global Payments General Manager.

Pedro L.

Donda has served as our President—STP since our acquisition of the business in August 2016.

Mr. Donda served in this role at STP, since 2006.

On [removed: August 18, 2017,] [added: September 20, 2018,] the court entered an order deferring the case pending a ruling on the [removed: defendants' motion to dismiss] [added: parties’ anticipated motions for summary judgment in] the putative shareholder class action, or until otherwise agreed to by the parties.

The defendants dispute the allegations in the [removed: complaint] [added: derivative complaints] and intend to vigorously defend against the claims.

On January 9, 2019, a similar shareholder derivative complaint was filed in the Superior Court of Gwinnett County, Georgia.

On February 1, 2019, Schultz Transfer Systems, Inc. filed a complaint against Fleetcor Technologies Operating Company, LLC (“Fleetcor LLC”) in the United States District Court for the Northern District of Georgia.

The plaintiff alleges that it is a Fleetcor LLC customer and member of the Fuelman program, and that Fleetcor LLC overcharged the plaintiff for fees and fuel through the Fuelman program.

Based on these allegations, the plaintiff asserts claims for breach of contract, breach of the covenant of good faith and fair dealing, fraud, fraudulent concealment, money had and received, and unjust enrichment.

The plaintiff seeks to represent a class defined as all persons, including corporate entities, who were enrolled in the Fuelman program between June 2016 and the present.

Fleetcor LLC’s response to the complaint is not yet due.

Fleetcor LLC disputes the allegations in the complaint and intends to defend itself vigorously against these claims.

For the Fiscal Year Ended December 31, [removed: 2017][added: 2018]

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate website, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company, or an emerging growth] company.

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $13,172,593,947] [added: $18,448,083,043] as of June 30, [removed: 2017,] [added: 2018,] 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: 9, 2018,] [added: 8, 2019,] there were [removed: 89,808,852] [added: 85,858,421] 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 June [removed: 6, 2018] [added: 12, 2019] are incorporated by reference into Part III of this report.

For The Year Ended December 31, [removed: 2017][added: 2018]

| Item 1. | [removed: [Business](#sC8F89A1C5DDC558B83EC62A507852D3B)] [added: [Business](#s07933066C5A85649A823B572974A7430)] | [removed: [4](#sC8F89A1C5DDC558B83EC62A507852D3B)] [added: [4](#s07933066C5A85649A823B572974A7430)] |

| Item X. | [Executive Officers of the [removed: Registrant](#s9F194BF97DF45F5D9E8B1DCB7C0F01A1)] [added: Registrant](#sB652C76B77685951BD34903E0F116B0A)] | [removed: [20](#s9F194BF97DF45F5D9E8B1DCB7C0F01A1)] [added: [20](#sB652C76B77685951BD34903E0F116B0A)] |

| Item 1A. | [Risk [removed: Factors](#s45B4B3FF829855A1AC4FFBE2ABAC13A7)] [added: Factors](#s43B178076A4E50C695441874918B0A6D)] | [removed: [22](#s45B4B3FF829855A1AC4FFBE2ABAC13A7)] [added: [21](#s43B178076A4E50C695441874918B0A6D)] |

| Item 1B. | [Unresolved Staff [removed: Comments](#s6F693DE7341A5A5EB195B4EB4DB7E0FC)] [added: Comments](#s3E0A355B22355223A492770D977AC8B8)] | [removed: [42](#s6F693DE7341A5A5EB195B4EB4DB7E0FC)] [added: [41](#s3E0A355B22355223A492770D977AC8B8)] |

| Item 2. | [removed: [Properties](#sC6F40AE28EAC5D53AC99BD9A129C486F)] [added: [Properties](#s6FA8786C73E555E6A2BB96C802B40DF9)] | [removed: [43](#sC6F40AE28EAC5D53AC99BD9A129C486F)] [added: [42](#s6FA8786C73E555E6A2BB96C802B40DF9)] |

| Item 3. | [Legal [removed: Proceedings](#s023AC2EB942955E48AC7C4914372ED25)] [added: Proceedings](#sEB4E6438272E556FAD9E50BAF0D7A045)] | [removed: [44](#s023AC2EB942955E48AC7C4914372ED25)] [added: [44](#sEB4E6438272E556FAD9E50BAF0D7A045)] |

| Item 4. | [Mine Safety [removed: Disclosures](#sEF16BE3E801E5823B388F7199357F4AE)] [added: Disclosures](#sE7FC2CA212CB59629344ECB50D8AC756)] | [removed: [44](#sEF16BE3E801E5823B388F7199357F4AE)] [added: [44](#sE7FC2CA212CB59629344ECB50D8AC756)] |

| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#sA9A889D3D98050409BF147CC5A87E5C9)] [added: Securities](#sBF6858ACCED35231A4E9B12C39B9CBB9)] | [removed: [45](#sA9A889D3D98050409BF147CC5A87E5C9)] [added: [45](#sBF6858ACCED35231A4E9B12C39B9CBB9)] |

| Item 6. | [Selected Financial [removed: Data](#s55469F1E4E305DC49990A70CC302153C)] [added: Data](#s4739D9ED992555DDA9E2EFD4CC01B73C)] | [removed: [48](#s55469F1E4E305DC49990A70CC302153C)] [added: [49](#s4739D9ED992555DDA9E2EFD4CC01B73C)] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s866E4200188D569C8A1FB74C2FA633DB)] [added: Operations](#s469BBEB91AD151C5833BBB464E411323)] | [removed: [49](#s866E4200188D569C8A1FB74C2FA633DB)] [added: [51](#s469BBEB91AD151C5833BBB464E411323)] |

| Item 7A. | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#s2BC43C5477395A9998C748C666F74D54)] [added: Risk](#s0AA4DBFF0B215148B0FCAEB25C336AC0)] | [removed: [80](#s2BC43C5477395A9998C748C666F74D54)] [added: [88](#s0AA4DBFF0B215148B0FCAEB25C336AC0)] |

| Item 8. | [Financial Statements and Supplementary [removed: Data](#sB37D6C761C2B5F9FB82C9926DB29C757)] [added: Data](#s74400383E1FB59318429B5633BDFA79F)] | [removed: [82](#sB37D6C761C2B5F9FB82C9926DB29C757)] [added: [90](#s74400383E1FB59318429B5633BDFA79F)] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s6FC89E8F7EEF5E249B56A50C3F0026E6)] [added: Disclosure](#sC86F17C2955557689DA8F4FADE02ACDD)] | [removed: [121](#s6FC89E8F7EEF5E249B56A50C3F0026E6)] [added: [132](#sC86F17C2955557689DA8F4FADE02ACDD)] |

| Item 9A. | [Controls and [removed: Procedures](#s64A41C9D2E3D5DF7A1BB7C8AE58EBA66)] [added: Procedures](#s2D365FB372965E5E9139169886D42763)] | [removed: [121](#s64A41C9D2E3D5DF7A1BB7C8AE58EBA66)] [added: [132](#s2D365FB372965E5E9139169886D42763)] |

| Item 9B. | [Other [removed: Information](#s0EE83853BFEF559A9291B2F2D9DC3FA0)] [added: Information](#s131F0CBBD641530AB78DEC38C0386C6F)] | [removed: [122](#s0EE83853BFEF559A9291B2F2D9DC3FA0)] [added: [134](#s131F0CBBD641530AB78DEC38C0386C6F)] |

| Item 10. | [Directors, Executive Officers and Corporate [removed: Governance](#sAB0DC70701095CA4A5A177FDB67B1D00)] [added: Governance](#s343282072B5B54019D039320281A4E70)] | [removed: [123](#sAB0DC70701095CA4A5A177FDB67B1D00)] [added: [135](#s343282072B5B54019D039320281A4E70)] |

| Item 11. | [Executive [removed: Compensation](#sB169937580C9591B9B28B4F3F2A8388C)] [added: Compensation](#s0BEE8C19F8C4548B879F8E45AC83D940)] | [removed: [123](#sB169937580C9591B9B28B4F3F2A8388C)] [added: [135](#s0BEE8C19F8C4548B879F8E45AC83D940)] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s7F8BD335B38F5F2FB43E43371F883A39)] [added: Matters](#sC6C145A172865D518977F18310DF3454)] | [removed: [123](#s7F8BD335B38F5F2FB43E43371F883A39)] [added: [135](#sC6C145A172865D518977F18310DF3454)] |

| Item 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence](#s28658726477D5591B1117FE9F6AE5E53)] [added: Independence](#s777B4880442B5CF58331CB7D150F2B6A)] | [removed: [123](#s28658726477D5591B1117FE9F6AE5E53)] [added: [135](#s777B4880442B5CF58331CB7D150F2B6A)] |

| Item 14. | [Principal Accountant Fees and [removed: Services](#s9ECAF822FA6A53FA9862DBEFCC4358E4)] [added: Services](#s396B52C901A555E0B879FA144156E740)] | [removed: [123](#s9ECAF822FA6A53FA9862DBEFCC4358E4)] [added: [135](#s396B52C901A555E0B879FA144156E740)] |

| Item 15. | [Exhibits and Financial Statement [removed: Schedules](#s9CEE945D9E4A54379100F4651D61E02D)] [added: Schedules](#s16CB8384BA8555F69436ABC1F2F3E087)] | [removed: [124](#s9CEE945D9E4A54379100F4651D61E02D)] [added: [136](#s16CB8384BA8555F69436ABC1F2F3E087)] |

This [removed: report] [added: Annual Report on Form 10-K] contains forward-looking statements within the meaning of the federal securities laws.

10-K 1 flt_10-kx12312018.htm 10-K

| | [Signatures](#sD10D9E9D3EB05AA5A2A84AE8A59D1C21) | [141](#sD10D9E9D3EB05AA5A2A84AE8A59D1C21) |

10-K 1 flt_10-kx12312017.htm 10-K

| | [Signatures](#s0BD36FB40BE55CA587DC3418AC04E204) | [128](#s0BD36FB40BE55CA587DC3418AC04E204) |

The following table lists each of our material facilities and its location, use and approximate square footage, at December 31, [removed: 2017.][added: 2018.]

| Norcross, Georgia | Corporate headquarters and operations | [removed: 98,000] [added: 100,000] | |

| Covington, Louisiana | Corporate accounting and treasury | [removed: 24,000] [added: 11,000] | |

| Austin, Texas | Comdata operations | [removed: 4,300] [added: 6,700] | |

| Mexico City, Mexico(1) | FLEETCOR Mexico headquarters and operations | [removed: 27,500] [added: 29,200] | |

| Moscow, Russia | PPR and NKT headquarters, sales, customer support, operations, credit and collections | [removed: 16,300] [added: 15,800] | |

| Bryansk, Russia | Sales and marketing | [removed: 19,900] [added: 19,000] | |

| Ipswich, United [removed: Kingdom(1)] [added: Kingdom] | Operations, sales and customer support | [removed: 17,900] [added: 6,300] | |

| London, United Kingdom | Europe headquarters (including Cambridge Europe) | [removed: 7,540] [added: 7,500] | |

| Birmingham, United Kingdom | EPYX headquarters, sales, operations and customer support | [removed: 14,800] [added: 16,300] | |

| Rostov-on-Don, Russia | Gazprom headquarters and operations | [removed: 10,600] [added: 9,600] | |

[removed: We believe our facilities are] adequate for our needs for at least the next 12 months.

| Phoenix, Arizona | Sales | 13,000 | |

| (1) | We own this facility. |

We believe our facilities are

| (1) | We own these facilities. |

Our common stock is traded on the New York Stock Exchange (NYSE) under the symbol “FLT.” As of December 31, [removed: 2017,] [added: 2018,] there were [removed: 146] [added: 148] holders of record of our common stock.

On February 4, 2016, our Board of Directors approved a stock repurchase program (the "Program") under which we may [removed: begin purchasing] [added: purchase] up to an aggregate of $500 million of [removed: the outstanding] [added: our] common stock over the following 18 [removed: month] [added: months] period.

On July 27, 2017, [removed: the Company's] [added: our] Board of Directors authorized an increase in the size of the Program by an additional $250 million and an extension of the Program by an additional 18 months.

On [removed: November 1, 2017, the Company announced that its] [added: January 23, 2019, our] Board of Directors [removed: had] authorized an increase in the size of the [removed: Program] [added: program] by an additional [removed: $350] [added: $500] million, resulting in total aggregate repurchases authorized under the Program of [removed: $1.1] [added: $2.1] billion.

Since the beginning of the Program, [removed: 4,114,104] [added: 9,025,542] shares for an aggregate purchase price of [removed: $590 million] [added: $1.5 billion] have been repurchased.

[removed: We did not make any purchases] [added: The following table presents information with respect to purchase] of common stock [added: of the Company made] during the three months ended December 31, [removed: 2017] [added: 2018 by the Company] as defined in Rule 10b-18(a)(3) under the Exchange [removed: Act.][added: Act:]

The following graph assumes $100 invested on December 31, [removed: 2012,] [added: 2013,] at the closing price [removed: ($53.65)] [added: ($117.17)] of our common stock on that day, and compares (a) the percentage change of our cumulative total stockholder return on the common stock (as measured by dividing (i) the difference between our share price at the end and the beginning of the period presented by (ii) the share price at the beginning of the periods presented) with (b) (i) the Russell 2000 [removed: Index and] [added: Index,] (ii) the S&P 500® Data Processing & Outsourced [removed: Services.][added: Services and (iii) S&P 500.]

| Period Ending | | FLEETCOR Technologies, Inc. | | | | Russell 2000 | | | | S&P Data Processing and Outsourced Services | | | [added: S&P 500 | | |]

[removed: ][added: ]

On November 1, 2017, we announced that our Board of Directors had authorized an increase in the size of the Program by an additional $350 million and on July 17, 2018, our Board of Directors authorized an additional increase of $500 million in the size of the Program.

With the increase and giving effect to our $1.5 billion of previous repurchases, we may repurchase up to $551 million in shares of our common stock at any time prior to February 1, 2020.

Any stock repurchases may be made at times and in such amounts as deemed appropriate.

The timing and amount of stock 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 the Company may possess.

Any repurchases have been and are expected to be funded by a combination of available cash flow from the business, working capital and debt.

On August 3, 2017, as part of the Program, we entered an Accelerated Share Repurchase ("ASR") agreement ("2017 ASR Agreement") with a third-party financial institution to repurchase $250 million of our common stock.

Pursuant to the 2017 ASR Agreement, we delivered $250 million in cash and received 1,491,647 shares based on a stock price of $142.46 on August 7, 2017.

The 2017 ASR Agreement was completed on September 7, 2017, at which time we received 263,012 additional shares based on a final weighted average per share purchase price during the repurchase period of $142.48.

On December 14, 2018, as part of the Program, we entered an ASR agreement ("2018 ASR Agreement") with a third-party financial institution to repurchase $220 million of our common stock.

Pursuant to the 2018 ASR Agreement, we delivered $220 million in cash and received 1,057,035 shares based on a stock price of $176.91 on December 14, 2018.

The 2018 ASR Agreement was completed on January 29, 2019, at which time we received 117,751 additional shares based on a final weighted average per share purchase price during the repurchase period of $187.27.

We accounted for the 2017 and 2018 ASR Agreements as two separate transactions: (i) as shares of reacquired common stock for the shares delivered to us upon effectiveness of each ASR agreement and (ii) as a forward contract indexed to the our common stock for the undelivered shares.

The initial delivery of shares was included in treasury stock at cost and results in an immediate reduction of the outstanding shares used to calculate the weighted average common shares outstanding for basic and diluted earnings per share.

The forward contracts indexed to the Company's own common stock met the criteria for equity classification, and these amounts were initially recorded in additional paid-in capital.

There were 4,911,438 common shares totaling $958.7 million, 2,854,959 common shares totaling $402.4 million and 1,259,145 common shares totaling $187.7 million repurchased under the Program during 2018, 2017 and 2016, respectively.

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

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

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

| 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) | | |

| November 1, 2018 through November 30, 2018 | | 1,519,954 | | | $ | 195.96 | | | 7,530,164 | | | $ | 311,436 | |

| December 1, 2018 through December 31, 2018 | | 1,495,378 | | | $ | 187.38 | | | 9,025,542 | | | $ | 51,233 | |

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

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

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

| 12/31/2013 | | $ | 100.00 | | | $ | 100.00 | | | $ | 100.00 | | $ | 100.00 | |

| 3/31/2014 | | $ | 98.23 | | | $ | 100.81 | | | $ | 95.19 | | $ | 101.30 | |

| 6/30/2014 | | $ | 112.49 | | | $ | 102.52 | | | $ | 95.45 | | $ | 106.05 | |

| 9/30/2014 | | $ | 121.29 | | | $ | 94.67 | | | $ | 96.68 | | $ | 106.70 | |

| 12/31/2014 | | $ | 126.92 | | | $ | 103.53 | | | $ | 112.14 | | $ | 111.39 | |

| 3/31/2015 | | $ | 128.80 | | | $ | 107.66 | | | $ | 114.63 | | $ | 111.88 | |

| 6/30/2015 | | $ | 133.19 | | | $ | 107.76 | | | $ | 115.79 | | $ | 111.62 | |

| 9/30/2015 | | $ | 117.45 | | | $ | 94.59 | | | $ | 113.99 | | $ | 103.88 | |

| 12/31/2015 | | $ | 121.99 | | | $ | 97.62 | | | $ | 123.96 | | $ | 110.58 | |

| 3/30/2016 | | $ | 126.95 | | | $ | 95.74 | | | $ | 124.26 | | $ | 111.44 | |

| 6/30/2016 | | $ | 122.16 | | | $ | 98.99 | | | $ | 121.90 | | $ | 113.55 | |

| 9/30/2016 | | $ | 148.27 | | | $ | 107.56 | | | $ | 131.57 | | $ | 117.31 | |

| 12/31/2016 | | $ | 120.78 | | | $ | 116.63 | | | $ | 131.22 | | $ | 121.13 | |

| 3/31/2017 | | $ | 129.24 | | | $ | 119.10 | | | $ | 142.77 | | $ | 127.83 | |

| 6/30/2017 | | $ | 123.08 | | | $ | 121.63 | | | $ | 153.01 | | $ | 131.11 | |

| 9/30/2017 | | $ | 132.09 | | | $ | 128.12 | | | $ | 170.75 | | $ | 136.30 | |

The table set forth below provides the intra-day high and low sales prices per share of our common stock for the four quarters during 2017 and 2016.

| | | | | | | | | |

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

| | | | | | | | | |

| | | High | | | | Low | | |

| 2017: | | | | | | | | |

| First Quarter | | $ | 171.78 | | | $ | 142.62 | |

| Second Quarter | | 157.36 | | | | 121.52 | | |

| Third Quarter | | 157.40 | | | | 138.43 | | |

| Fourth Quarter | | 194.51 | | | | 153.45 | | |

| 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 | | |

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

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

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

| 12/31/2012 | | $ | 100.00 | | | $ | 100.00 | | | $ | 100.00 | |

| 3/31/2013 | | $ | 142.91 | | | $ | 112.03 | | | $ | 112.20 | |

| 6/30/2013 | | $ | 151.54 | | | $ | 115.09 | | | $ | 118.85 | |

| 9/30/2013 | | $ | 205.33 | | | $ | 126.42 | | | $ | 130.25 | |

| 12/31/2013 | | $ | 218.40 | | | $ | 137.00 | | | $ | 151.76 | |

| 3/31/2014 | | $ | 214.54 | | | $ | 138.11 | | | $ | 144.46 | |

| 6/30/2014 | | $ | 245.67 | | | $ | 140.46 | | | $ | 144.86 | |

| 9/30/2014 | | $ | 264.90 | | | $ | 129.71 | | | $ | 146.72 | |

| 12/31/2014 | | $ | 277.19 | | | $ | 141.84 | | | $ | 170.19 | |

| 3/31/2015 | | $ | 281.30 | | | $ | 147.50 | | | $ | 173.97 | |

| 6/30/2015 | | $ | 290.89 | | | $ | 147.64 | | | $ | 175.73 | |

| 9/30/2015 | | $ | 256.51 | | | $ | 129.59 | | | $ | 172.99 | |

| 12/31/2015 | | $ | 266.41 | | | $ | 133.74 | | | $ | 188.13 | |

| 3/30/2016 | | $ | 277.26 | | | $ | 131.16 | | | $ | 188.59 | |

| 6/30/2016 | | $ | 266.78 | | | $ | 135.62 | | | $ | 185.00 | |

| 9/30/2016 | | $ | 323.82 | | | $ | 147.37 | | | $ | 199.67 | |

| 12/31/2016 | | $ | 263.78 | | | $ | 159.78 | | | $ | 199.15 | |

| 3/31/2017 | | $ | 282.26 | | | $ | 163.17 | | | $ | 216.67 | |

| 6/30/2017 | | $ | 268.80 | | | $ | 166.64 | | | $ | 232.21 | |

| 9/30/2017 | | $ | 288.48 | | | $ | 175.53 | | | $ | 259.13 | |

| 12/31/2017 | | $ | 358.68 | | | $ | 180.79 | | | $ | 280.89 | |

We derived the consolidated statement of income and other financial data for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] and the selected consolidated balance sheet data as of December 31, [removed: 2017] [added: 2018] and [removed: 2016] [added: 2017] 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: 2014] [added: 2015] and [removed: 2013] [added: 2014] and the selected consolidated balance sheets as of December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013] [added: 2014] from our audited consolidated financial statements that are not included in this report.

| (in thousands, except per share data) | | [removed: 2017] [added: 2018¹] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Revenues, net | | $ | [removed: 2,249,538] [added: 2,433,492] | | | $ | [removed: 1,831,546] [added: 2,249,538] | | | $ | [removed: 1,702,865] [added: 1,831,546] | | | $ | [removed: 1,199,390] [added: 1,702,865] | | | $ | [removed: 895,171] [added: 1,199,390] | |

| Merchant commissions | | [removed: 113,133] [added: —] | | | | [removed: 104,345] [added: 113,133] | | | | [removed: 108,257] [added: 104,345] | | | | [removed: 96,254] [added: 108,257] | | | | [removed: 68,143] [added: 96,254] | | |

| Processing | | [removed: 429,613] [added: 487,695] | | | | [removed: 355,414] [added: 429,613] | | | | [removed: 331,073] [added: 355,414] | | | | [removed: 173,337] [added: 331,073] | | | | [removed: 134,030] [added: 173,337] | | |

| Selling | | [removed: 170,717] [added: 182,593] | | | | [removed: 131,443] [added: 170,717] | | | | [removed: 109,075] [added: 131,443] | | | | [removed: 75,527] [added: 109,075] | | | | [removed: 57,346] [added: 75,527] | | |

| General and administrative | | [removed: 387,694] [added: 389,172] | | | | [removed: 283,625] [added: 387,694] | | | | [removed: 297,715] [added: 283,625] | | | | [removed: 205,963] [added: 297,715] | | | | [removed: 142,283] [added: 205,963] | | |

| Depreciation and amortization | | [removed: 264,560] [added: 274,609] | | | | [removed: 203,256] [added: 264,560] | | | | [removed: 193,453] [added: 203,256] | | | | [removed: 112,361] [added: 193,453] | | | | [removed: 72,737] [added: 112,361] | | |

| Other [removed: operating,] [added: operating expense (income),] net | | [added: 8,725 | | | |] 61 | | | | (690 | | ) | | (4,242 | | ) | | (29,501 | | ) | [removed: | — | | |]

| Operating income | | [removed: 883,760] [added: 1,090,698] | | | | [removed: 754,153] [added: 883,760] | | | | [removed: 667,534] [added: 754,153] | | | | [removed: 565,449] [added: 667,534] | | | | [removed: 420,632] [added: 565,449] | | |

| Investment loss | | [removed: 53,164] [added: 7,147] | | | | [removed: 36,356] [added: 53,164] | | | | [removed: 57,668] [added: 36,356] | | | | [removed: 8,586] [added: 57,668] | | | | [removed: —] [added: 8,586] | | |

| Other (income) expense, net | | [added: (152,166 | | ) | |] (173,436 | | ) | | 2,982 | | | | 2,523 | | | | (700 | | ) | [removed: | 602 | | |]

| Interest expense, net | | [removed: 107,146] [added: 138,494] | | | | [removed: 71,896] [added: 107,146] | | | | [removed: 71,339] [added: 71,896] | | | | [removed: 28,856] [added: 71,339] | | | | [removed: 16,461] [added: 28,856] | | |

| Loss on extinguishment of debt | | [removed: 3,296] [added: 2,098] | | | | [removed: —] [added: 3,296] | | | | — | | | | [removed: 15,764] [added: —] | | | | [removed: —] [added: 15,764] | | |

| Total other (income) expense | | [removed: (9,830] [added: (4,427] | | ) | | [removed: 111,234] [added: (9,830] | | [added: )] | | [removed: 131,530] [added: 111,234] | | | | [removed: 52,506] [added: 131,530] | | | | [removed: 17,063] [added: 52,506] | | |

| Income before income taxes | | [removed: 893,590] [added: 1,095,125] | | | | [removed: 642,919] [added: 893,590] | | | | [removed: 536,004] [added: 642,919] | | | | [removed: 512,943] [added: 536,004] | | | | [removed: 403,569] [added: 512,943] | | |

| Provision for income taxes | | [removed: 153,390] [added: 283,642] | | | | [removed: 190,534] [added: 153,390] | | | | [removed: 173,573] [added: 190,534] | | | | [removed: 144,236] [added: 173,573] | | | | [removed: 119,068] [added: 144,236] | | |

| Net income | | $ | [removed: 740,200] [added: 811,483] | | | $ | [removed: 452,385] [added: 740,200] | | | $ | [removed: 362,431] [added: 452,385] | | | $ | [removed: 368,707] [added: 362,431] | | | $ | [removed: 284,501] [added: 368,707] | |

| Basic earnings per share | | $ | [removed: 8.12] [added: 9.14] | | | $ | [removed: 4.89] [added: 8.12] | | | $ | [removed: 3.94] [added: 4.89] | | | $ | [removed: 4.37] [added: 3.94] | | | $ | [removed: 3.48] [added: 4.37] | |

| Diluted earnings per share | | $ | [removed: 7.91] [added: 8.81] | | | $ | [removed: 4.75] [added: 7.91] | | | $ | [removed: 3.85] [added: 4.75] | | | $ | [removed: 4.24] [added: 3.85] | | | $ | [removed: 3.36] [added: 4.24] | |

| Basic shares | | [removed: 91,129] [added: 88,750] | | | | [removed: 92,597] [added: 91,129] | | | | [removed: 92,023] [added: 92,597] | | | | [removed: 84,317] [added: 92,023] | | | | [removed: 81,793] [added: 84,317] | | |

| Diluted shares | | [removed: 93,594] [added: 92,151] | | | | [removed: 95,213] [added: 93,594] | | | | [removed: 94,139] [added: 95,213] | | | | [removed: 86,982] [added: 94,139] | | | | [removed: 84,655] [added: 86,982] | | |

| (in thousands) | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Cash and cash equivalents | | $ | [removed: 913,595] [added: 1,031,145] | | | $ | [removed: 475,018] [added: 913,595] | | | $ | [removed: 447,152] [added: 475,018] | | | $ | [removed: 477,069] [added: 447,152] | | | $ | [removed: 338,105] [added: 477,069] | |

| Restricted [removed: cash(1)] [added: cash2] | | [removed: 217,275] [added: 333,748] | | | | [removed: 168,752] [added: 217,275] | | | | [removed: 167,492] [added: 168,752] | | | | [removed: 135,144] [added: 167,492] | | | | [removed: 48,244] [added: 135,144] | | |

| Total assets | | [removed: 11,318,359] [added: 11,202,477] | | | | [removed: 9,626,732] [added: 11,318,359] | | | | [removed: 7,889,806] [added: 9,626,732] | | | | [removed: 8,524,701] [added: 7,889,806] | | | | [removed: 3,908,717] [added: 8,524,701] | | |

| Total debt | | [removed: 4,518,616] [added: 4,819,047] | | | | [removed: 3,858,233] [added: 4,518,616] | | | | [removed: 2,935,000] [added: 3,858,233] | | | | [removed: 3,593,717] [added: 2,935,000] | | | | [removed: 1,486,378] [added: 3,593,717] | | |

| Total stockholders’ equity | | [removed: 3,676,522] [added: 3,340,180] | | | | [removed: 3,084,038] [added: 3,676,522] | | | | [removed: 2,830,047] [added: 3,084,038] | | | | [removed: 2,618,562] [added: 2,830,047] | | | | [removed: 1,223,502] [added: 2,618,562] | | |

[removed: (1)] [added: | 2] Restricted cash represents customer deposits [removed: repayable on demand,] [added: repayable,] as well as collateral received from customers for cross-currency transactions. [added: |]

| |

| --- |

| |

| 1 Reflects the impact of the Company's adoption of Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606") and related cost capitalization guidance, which was adopted by the Company on January 1, 2018 using the modified retrospective transition method. The adoption of ASC 606 resulted in an adjustment to retained earnings in our consolidated balance sheet for the cumulative effect of applying the standard, which included costs incurred to obtain a contract, as well as presentation changes in our statements of income, including the classification of certain amounts previously classified as merchant commissions and processing expense net with revenues. As a result of the application of the modified retrospective transition method, the Company's prior period results within its Form 10-K and quarterly reports on Form 10-Q will not be restated to reflect ASC 606. |

| [removed: [Reports] [added: [Report] of Independent Registered Public Accounting [removed: Firm](#s0FE3416C0DBE521E94B6F524D9F8A8B2)] [added: Firm](#s3F1708CA29845F6ABDBF4D009617E965)] | [removed: [83](#s0FE3416C0DBE521E94B6F524D9F8A8B2)] [added: [91](#s3F1708CA29845F6ABDBF4D009617E965)] |

| [Consolidated Balance Sheets at December 31, [removed: 2017] [added: 2018] and [removed: 2016](#sDAC348FFAFA158529EF35ADDEA5AD039)] [added: 2017](#s7F90E06CC1FC581199A74DBDEE82F356)] | [removed: [85](#sDAC348FFAFA158529EF35ADDEA5AD039)] [added: [92](#s7F90E06CC1FC581199A74DBDEE82F356)] |

| [Consolidated Statements of Income for the Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#s40244BF79C8753D89E67A686BB21202B)] [added: 2016](#sF9BF22020F1E5F6EB3CD794DBF5F9E10)] | [removed: [86](#s40244BF79C8753D89E67A686BB21202B)] [added: [94](#sF9BF22020F1E5F6EB3CD794DBF5F9E10)] |

| [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#sB241F3EB9DBD55EC8E4AE81C8ABD26B8)] [added: 2016](#s14D0AC80A17F55C0BBDE591F1147B4D4)] | [removed: [87](#sB241F3EB9DBD55EC8E4AE81C8ABD26B8)] [added: [95](#s14D0AC80A17F55C0BBDE591F1147B4D4)] |

| [Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#s779FD8AC342159CF89FFD1FB51D809F6)] [added: 2016](#sEA49F19B449853A8BCFEDE0A1737D70A)] | [removed: [88](#s779FD8AC342159CF89FFD1FB51D809F6)] [added: [96](#sEA49F19B449853A8BCFEDE0A1737D70A)] |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#s1625077018815047A7CC5D98D2ADA521)] [added: 2016](#s1E9BC1F3F45555B8B47C2A1A6FEC60A8)] | [removed: [89](#s1625077018815047A7CC5D98D2ADA521)] [added: [97](#s1E9BC1F3F45555B8B47C2A1A6FEC60A8)] |

| [Notes to Consolidated Financial [removed: Statements](#s1A3A64478D745A95AA29666F01C35F01)] [added: Statements](#s594B233090E05FB998E6DC9594E13290)] | [removed: [90](#s1A3A64478D745A95AA29666F01C35F01)] [added: [98](#s594B233090E05FB998E6DC9594E13290)] |

We have audited the accompanying consolidated balance sheets of FleetCor Technologies, Inc. and subsidiaries (the Company) as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] 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: 2017,] [added: 2018,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2017,] [added: 2018,] 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) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] 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 March 1, [removed: 2018] [added: 2019] expressed an unqualified opinion thereon.

| | | [added: 2018¹ | | | |] 2017 | | | | 2016 | | |

| Cash and cash equivalents | | $ | [removed: 913,595] [added: 1,031,145] | | | $ | [removed: 475,018] [added: 913,595] | |

| Restricted cash | | [removed: 217,275] [added: 333,748] | | | | [removed: 168,752] [added: 217,275] | | |

| Accounts and other receivables (less allowance for doubtful accounts of [removed: $46,031] [added: $59,963 at December 31, 2018] and [removed: $32,506, respectively)] [added: $46,031 at December 31, 2017)] | | [removed: 1,420,011] [added: 1,425,815] | | | | [removed: 1,202,009] [added: 1,420,011] | | |

| Securitized accounts receivable—restricted for securitization investors | | [removed: 811,000] [added: 886,000] | | | | [removed: 591,000] [added: 811,000] | | |

| Prepaid expenses and other current assets | | [removed: 187,820] [added: 199,278] | | | | [removed: 90,914] [added: 187,820] | | |

| Total current assets | | [removed: 3,549,701] [added: 3,875,986] | | | | [removed: 2,527,693] [added: 3,549,701] | | |

| Property and equipment, net | | [removed: 180,057] [added: 186,201] | | | | [removed: 142,504] [added: 180,057] | | |

| Goodwill | | [removed: 4,715,823] [added: 4,542,074] | | | | [removed: 4,195,150] [added: 4,715,823] | | |

| Other intangibles, net | | [removed: 2,724,957] [added: 2,407,910] | | | | [removed: 2,653,233] [added: 2,724,957] | | |

| Investments | | [removed: 32,859] [added: 42,674] | | | | [removed: 36,200] [added: 32,859] | | |

| Other assets | | [removed: 114,962] [added: 147,632] | | | | [removed: 71,952] [added: 114,962] | | |

| Total assets | | $ | [removed: 11,318,359] [added: 11,202,477] | | | $ | [removed: 9,626,732] [added: 11,318,359] | |

| Accounts payable | | $ | [removed: 1,437,314] [added: 1,117,649] | | | $ | [removed: 1,151,432] [added: 1,437,314] | |

| Accrued expenses | | [removed: 238,472] [added: 261,594] | | | | [removed: 238,812] [added: 238,472] | | |

| Customer deposits | | [removed: 732,171] [added: 926,685] | | | | [removed: 530,787] [added: 732,171] | | |

| Securitization facility | | [removed: 811,000] [added: 886,000] | | | | [removed: 591,000] [added: 811,000] | | |

| Current portion of notes payable and lines of credit | | [removed: 805,512] [added: 1,184,616] | | | | [removed: 745,506] [added: 805,512] | | |

| Other current liabilities | | [removed: 71,033] [added: 118,669] | | | | [removed: 38,781] [added: 71,033] | | |

| Total current liabilities | | [removed: 4,095,502] [added: 4,495,213] | | | | [removed: 3,296,318] [added: 4,095,502] | | |

| Notes payable and other obligations, less current portion | | [removed: 2,902,104] [added: 2,748,431] | | | | [removed: 2,521,727] [added: 2,902,104] | | |

| Deferred income taxes | | [removed: 518,912] [added: 491,946] | | | | [removed: 668,580] [added: 518,912] | | |

| Other noncurrent liabilities | | [removed: 125,319] [added: 126,707] | | | | [removed: 56,069] [added: 125,319] | | |

| Total noncurrent liabilities | | [removed: 3,546,335] [added: 3,367,084] | | | | [removed: 3,246,376] [added: 3,546,335] | | |

| Commitments and contingencies (Note [removed: 13)] [added: 14)] | | | | | | | | |

| Common stock, $0.001 par value; 475,000,000 shares authorized; [removed: 122,083,059] [added: 123,035,859] shares issued and [removed: 89,803,982] [added: 85,845,344] shares outstanding at December 31, [removed: 2017;] [added: 2018;] and [removed: 121,259,960] [added: 122,083,059] shares issued and [removed: 91,836,938] [added: 89,803,982] shares outstanding at December 31, [removed: 2016] [added: 2017] | | [removed: 122] [added: 123] | | | | [removed: 121] [added: 122] | | |

| Additional paid-in capital | | [removed: 2,214,224] [added: 2,306,843] | | | | [removed: 2,074,094] [added: 2,214,224] | | |

| Retained earnings | | [removed: 2,958,921] [added: 3,817,656] | | | | [removed: 2,218,721] [added: 2,958,921] | | |

| Accumulated other comprehensive loss | | [removed: (551,857] [added: (913,858] | | ) | | [removed: (666,403] [added: (551,857] | | ) |

| Less treasury stock [removed: (32,279,077] [added: (37,190,515] shares at December 31, [removed: 2017;] [added: 2018;] and [removed: 29,423,022] [added: 32,279,077] shares at December 31, [removed: 2016)] [added: 2017)] | | [removed: (944,888] [added: (1,870,584] | | ) | | [removed: (542,495] [added: (944,888] | | ) |

March 1, 2019

| | | 2018¹ | | | | 2017 | | |

| 1 Reflects the impact of the Company's adoption of ASC 606 and related cost capitalization guidance, which was adopted by the Company on January 1, 2018 using the modified retrospective transition method. The adoption of ASC 606 resulted in an adjustment to retained earnings in our consolidated balance sheet for the cumulative effect of applying the standard, which included costs incurred to obtain a contract, as well as presentation changes in our statements of income, including the classification of certain amounts previously classified as merchant commissions and processing expense net with revenues. As a result of the application of the modified retrospective transition method, the Company's prior period results within its Form 10-K and quarterly reports on Form 10-Q will not be restated to reflect ASC 606. |

| |

| --- |

| |

| 1Reflects the impact of the Company's adoption of Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606") and related cost capitalization guidance, which was adopted by the Company on January 1, 2018 using the modified retrospective transition method. The adoption of ASC 606 resulted in an adjustment to retained earnings in our consolidated balance sheet for the cumulative effect of applying the standard, which included costs incurred to obtain a contract, as well as presentation changes in our statements of income, including the classification of certain amounts previously classified as merchant commissions and processing expense net with revenues. As a result of the application of the modified retrospective transition method, the Company's prior period results within its Form 10-K and quarterly reports on Form 10-Q will not be restated to reflect ASC 606. |

| Net income | | | | | | — | | | | 811,483 | | | | — | | | | — | | | | 811,483 | | |

| Cumulative effect of change in accounting principles | | — | | | | — | | | | 47,252 | | | | — | | | | — | | | | 47,252 | | |

| Other comprehensive income from currency, net of tax of $0 | | — | | | | — | | | | — | | | | (362,001 | | ) | | — | | | | (362,001 | | ) |

| Acquisition of common stock | | — | | | | (33,000 | | ) | | — | | | | — | | | | (925,696 | | ) | | (958,696 | | ) |

| Issuance of common stock | | 1 | | | | 125,619 | | | | — | | | | — | | | | — | | | | 125,620 | | |

| Balance at December 31, 2018 | | $ | 123 | | | $ | 2,306,843 | | | $ | 3,817,656 | | | $ | (913,858 | ) | | $ | (1,870,584 | ) | | $ | 3,340,180 | |

| Write-off of fixed assets | | 8,793 | | | | — | | | | — | | |

| Net cash provided by operating activities | | 903,382 | | | | 680,058 | | | | 708,218 | | |

| Net increase in cash and cash equivalents and restricted cash | | 234,023 | | | | 487,100 | | | | 29,126 | | |

| Cash and cash equivalents and restricted cash, beginning of year | | 1,130,870 | | | | 643,770 | | | | 614,644 | | |

| Cash and cash equivalents and restricted cash, end of year | | $ | 1,364,893 | | | $ | 1,130,870 | | | $ | 643,770 | |

| |

| --- |

| |

| 1 Reflects the impact of the Company's adoption of Accounting Standards Update 2016-18, Statement of Cash Flows (Topic 230), which was adopted by the Company on January 1, 2018 and applied retrospectively to results for 2017. The adoption of Topic 230 resulted in the statement of cash flows presenting the changes in the total of cash, cash equivalents and restricted cash. As a result, the Company will no longer present transfers between cash and cash equivalents and restricted cash in the statement of cash flows. |

December 31, 2018

outstanding accounts receivable were current.

The Company regularly evaluates whether events and circumstances have occurred that indicate the carrying amount of property and equipment and finite-life intangible assets may not be recoverable.

When factors indicate that these long-lived assets should be evaluated for possible impairment, the Company assesses the potential impairment by determining whether the carrying amount of such long-lived assets will be recovered through the future undiscounted cash flows expected from use of the asset and its eventual disposition.

If the carrying amount of the asset is determined not to be recoverable, a write-down to fair value is recorded.

Fair values are determined based on quoted market prices or discounted cash flow analysis as applicable.

The Company regularly evaluates whether events and circumstances have occurred that indicate the useful lives of property and equipment and finite-life intangible assets may warrant revision.

Goodwill is tested for impairment at the reporting unit level.

Factors considered in the qualitative assessment include general macroeconomic conditions, industry and market conditions, cost factors, overall financial performance of our reporting units, events or changes affecting the composition or carrying amount of the net assets of our reporting units, sustained decrease in our share price, and other relevant entity-specific events.

If the Company elects to bypass the qualitative assessment or if it determines, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, a quantitative test would be required.

An impairment charge is

The company has elected to measure certain equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes for similar investments of the issuer.

The Company recognized a deferred tax benefit of $210 million to reflect the reduced U.S. tax rate and other effects of the Tax Act as of December 31, 2017.

The final deferred tax benefit was adjusted to $202.9 million during the third quarter of 2018.

The change made to deferred taxes was due solely to the state tax impact from the Tax Act.

After the adjustments recognized during 2018, the net tax benefit was adjusted to $103.7 million.

The Company finalized the accounting for the limitations on the deductibility of executive compensation under the provisions of the Tax Act.

The Company recorded foreign currency losses on long-term intra-entity transactions of $79.6 million for the year ended December 31, 2018, included as a component of foreign currency translation (losses) gains, net of tax, on the Consolidated Statements of Comprehensives Income.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of FleetCor Technologies, Inc. and Subsidiaries

Basis for Opinion

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

/s/ Ernst & Young LLP

Atlanta, Georgia

March 1, 2018

Opinion on Internal Control over Financial Reporting

We have audited FleetCor Technologies, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework (the COSO criteria).

In our opinion, FleetCor and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on the COSO criteria.

As indicated in the accompanying Management 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 Cambridge Global Payments, Creative Lodging Solutions, and a fuel card provider in Russia (the “Acquired Entities”), which is included in the 2017 consolidated financial statements of the Company and constituted 11% of total assets as of December 31, 2017 and 3% of revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of the Acquired Entities.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the FleetCor Technologies, Inc. and subsidiaries as of December 31, 2017 and 2016, the related consolidated statements of comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and our report dated March 1, 2018 expressed an unqualified opinion thereon

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management Report on Internal Controls over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

March 1, 2018

| Balance at December 31, 2014 | | $ | 120 | | | $ | 1,852,442 | | | $ | 1,403,905 | | | $ | (291,508 | ) | | $ | (346,397 | ) | | $ | 2,618,562 | |

| Net income | | — | | | | — | | | | 362,431 | | | | — | | | | — | | | | 362,431 | | |

| Other comprehensive loss, net of tax of $0 | | — | | | | — | | | | — | | | | (279,303 | | ) | | — | | | | (279,303 | | ) |

| Issuance of common stock | | 1 | | | | 136,475 | | | | — | | | | — | | | | — | | | | 136,476 | | |

| Restricted cash | | (4,335 | | ) | | (2,306 | | ) | | (35,676 | | ) |

| Net cash provided by operating activities | | 675,723 | | | | 705,912 | | | | 754,584 | | |

| Excess tax benefits related to stock-based compensation | | — | | | | — | | | | 26,427 | | |

| Repurchase of common stock | | (402,393 | | ) | | (187,678 | | ) | | — | | |

| Payment of contingent consideration | | — | | | | — | | | | (42,177 | | ) |

| Net increase (decrease) in cash | | 438,577 | | | | 27,866 | | | | (29,917 | | ) |

| Cash and cash equivalents, beginning of year | | 475,018 | | | | 447,152 | | | | 477,069 | | |

| Cash and cash equivalents, end of year | | $ | 913,595 | | | $ | 475,018 | | | $ | 447,152 | |

| 1Amounts reported in acquisitions and investment, net of cash acquired, includes debt assumed and immediately repaid in acquisitions. |

The Company's payment solutions provide its customers with a payment method designed to be superior and more robust and effective than what they use currently, whether they use a competitor’s product or another alternative method such as cash or check.

Revenue Recognition and Presentation

As of December 31, [removed: 2017,] [added: 2018,] 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: 2017,] [added: 2018,] 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.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2017.][added: 2018.]

As of December 31, [removed: 2017,] [added: 2018,] management believes that the Company’s internal control over financial reporting is effective based on those criteria.

There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2017] [added: 2018] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of FleetCor Technologies, Inc. and Subsidiaries

Opinion on Internal Control over Financial Reporting

We have audited FleetCor Technologies, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework (the COSO criteria).

In our opinion, FleetCor and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the FleetCor Technologies, Inc. and subsidiaries as of December 31, 2018 and 2017, the related consolidated statements of comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2018, and the related notes and our report dated March 1, 2019 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management Report on Internal Controls over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Atlanta, Georgia

March 1, 2019

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, 2017, the internal controls related to three subsidiaries that we acquired during the year ended December 31, 2017, and for which financial results are included in our consolidated financial statements.

On August 9, 2017, we acquired Cambridge Global Payments (“Cambridge”), a leading business to business (B2B) international payments provider in Canada.

On September 26, 2017, we acquired a fuel card provider in Russia.

On October 13, 2017, we completed the acquisition of Creative Lodging Solutions ("CLS"), a lodging business, in the United States.

Collectively we refer to these transactions as the Acquisitions.

These Acquisitions constituted 11% of total assets, at December 31, 2017, and 3% 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.

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: 6, 2018] [added: 12, 2019] (the “Proxy Statement”).

| [removed: [Reports] [added: [Report] of Independent Registered Public Accounting [removed: Firm](#s0FE3416C0DBE521E94B6F524D9F8A8B2)] [added: Firm](#s3F1708CA29845F6ABDBF4D009617E965)] | [removed: [83](#s0FE3416C0DBE521E94B6F524D9F8A8B2)] [added: [91](#s3F1708CA29845F6ABDBF4D009617E965)] |

| [Consolidated Balance Sheets at December 31, [removed: 2017] [added: 2018] and [removed: 2016](#sDAC348FFAFA158529EF35ADDEA5AD039)] [added: 2017](#s7F90E06CC1FC581199A74DBDEE82F356)] | [removed: [85](#sDAC348FFAFA158529EF35ADDEA5AD039)] [added: [92](#s7F90E06CC1FC581199A74DBDEE82F356)] |

| [Consolidated Statements of Income for the Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#s40244BF79C8753D89E67A686BB21202B)] [added: 2016](#sF9BF22020F1E5F6EB3CD794DBF5F9E10)] | [removed: [86](#s40244BF79C8753D89E67A686BB21202B)] [added: [94](#sF9BF22020F1E5F6EB3CD794DBF5F9E10)] |

| [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#sB241F3EB9DBD55EC8E4AE81C8ABD26B8)] [added: 2016](#s14D0AC80A17F55C0BBDE591F1147B4D4)] | [removed: [87](#sB241F3EB9DBD55EC8E4AE81C8ABD26B8)] [added: [95](#s14D0AC80A17F55C0BBDE591F1147B4D4)] |

| [Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#s779FD8AC342159CF89FFD1FB51D809F6)] [added: 2016](#sEA49F19B449853A8BCFEDE0A1737D70A)] | [removed: [88](#s779FD8AC342159CF89FFD1FB51D809F6)] [added: [96](#sEA49F19B449853A8BCFEDE0A1737D70A)] |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#s1625077018815047A7CC5D98D2ADA521)] [added: 2016](#s1E9BC1F3F45555B8B47C2A1A6FEC60A8)] | [removed: [89](#s1625077018815047A7CC5D98D2ADA521)] [added: [97](#s1E9BC1F3F45555B8B47C2A1A6FEC60A8)] |

| [Notes to Consolidated Financial [removed: Statements](#s1A3A64478D745A95AA29666F01C35F01)] [added: Statements](#s594B233090E05FB998E6DC9594E13290)] | [removed: [90](#s1A3A64478D745A95AA29666F01C35F01)] [added: [98](#s594B233090E05FB998E6DC9594E13290)] |

| [removed: [10.43](https://www.sec.gov/Archives/edgar/data/1175454/000117545418000007/ex1043.htm)] [added: [10.43](http://www.sec.gov/Archives/edgar/data/1175454/000117545418000007/ex1043.htm)] | | Third Amendment to Fifth Amended and Restated Receivables Purchase Agreement, dated as of November 14, 2017, by and among FLEETCOR Funding LLC, FLEETCOR Technologies Operating Company, LLC, PNC Bank, National Association, as administrator for a group of purchasers and purchase agents, and certain other parties [added: (incorporated by reference to Exhibit 10.43 to the registrant's Form 10-K, filed with the SEC on March 1, 2018)] |

| [removed: [21.1](https://www.sec.gov/Archives/edgar/data/1175454/000117545418000007/ex211.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/1175454/000117545419000004/ex211q42018.htm)] | | List of subsidiaries of FLEETCOR Technologies, Inc. |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1175454/000117545418000007/ex231.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1175454/000117545419000004/ex231q42018.htm)] | | Consent of Independent Registered Public Accounting Firm |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1175454/000117545418000007/ex311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1175454/000117545419000004/ex311q42018.htm)] | | Certification of Chief Executive Officer Pursuant to Section 302 |