A Dark Vector Cognition product

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER

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Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER

MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

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

DIVIDENDS AND SHARE REPURCHASES

We currently expect to retain all future earnings, if any, for use in the operation and expansion of our business. We have never declared or paid any dividends on our common stock and do not anticipate paying cash dividends to holders of our common stock in the foreseeable future. In addition, our credit agreements restrict our ability to pay dividends. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements and covenants in our existing financing arrangements and any future financing arrangements.

On February 4, 2016, our Board of Directors approved a stock repurchase program (the "Program") under which we may purchase up to an aggregate of $500 million of our common stock over the following 18 months period. On July 27, 2017, 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 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. On January 23, 2019, our Board of Directors authorized an increase in the size of the program by an additional $500 million, resulting in total aggregate repurchases authorized under the Program of $2.1 billion. 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.

Since the beginning of the Program, 9,025,542 shares for an aggregate purchase price of $1.5 billion have been repurchased. 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.

The following table presents information with respect to purchase of common stock of the Company made during the three months ended December 31, 2018 by the Company as defined in Rule 10b-18(a)(3) under the Exchange Act:

PeriodTotal Number of Shares PurchasedAverage Price Paid Per ShareTotal Number of Shares Purchased as Part of the Publicly Announced PlanMaximum Value that May Yet be Purchased Under the Publicly Announced Plan (in thousands)
November 1, 2018 through November 30, 20181,519,954$195.967,530,164$311,436
December 1, 2018 through December 31, 20181,495,378$187.389,025,542$51,233

PERFORMANCE GRAPH

The following graph assumes $100 invested on December 31, 2013, at the closing price ($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 Index, (ii) the S&P 500® Data Processing & Outsourced Services and (iii) S&P 500.

Period EndingFLEETCOR Technologies, Inc.Russell 2000S&P Data Processing and Outsourced ServicesS&P 500
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
12/31/2017$164.23$131.96$185.09$144.65
3/31/2018$172.83$131.43$195.76$142.88
6/30/2018$179.78$141.20$216.38$147.07
9/30/2018$194.45$145.80$240.24$157.65
12/31/2018$158.50$115.89$209.69$135.63

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RECENT SALES OF UNREGISTERED SECURITIES AND USE OF PROCEEDS

Not Applicable.

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