Corpay (CPAY) 10-K risk factor changes: FY2020 vs FY2019
The 2020-12-31 10-K against the 2019-12-31 one, compared heading by heading and sentence by sentence.
Item 1A110 rewritten68 added290 removed203 unchanged
All filing items1,376 rewritten1,211 added1,160 removed1,086 unchanged
Summary
counted, not written
- Item 1A lists 34 risk factor headings: 7 new, 6 reworded and 21 unchanged since FY2019. 24 headings from FY2019 no longer appear.
- Sentence by sentence, 1,211 added, 1,160 removed, 1,376 rewritten and 1,086 unchanged across 21 items that differ.
New Item 1A headings (7)
- The extent to which the outbreak of the novel strain of the coronavirus (COVID-19) and measures taken in response thereto impact our business, results of operations and financial condition will depend on future developments, which are highly uncertain and are difficult to predict.
- Adverse effects on payment card transaction volume, including from unfavorable macroeconomic conditions, weather conditions, natural catastrophes or public health crises or from changes to business purchasing practices, could adversely affect our revenues and operating results.
- The value of certain of our solutions depend, in part, on relationships with oil companies, fuel and lodging merchants, truck stop operators, airlines and sales channels to grow our business. The failure to maintain and grow existing relationships, or establish new relationships, could adversely affect our revenues and operating results.
- We must comply with various rules and requirements, including the payment of fees, of Mastercard and our sponsor banks in order to remain registered to participate in the Mastercard networks.
- Our Cross-Border solution depends on our relationships with banks and other financial institutions around the world, which may from impose fees, restrictions and compliance burdens on us that make our operations more difficult or expensive.
- Increasing scrutiny and changing expectations from investors, customers and our employees with respect to our environmental, social and governance (ESG) practices may impose additional costs on us or expose us to new or additional risks.
- Maintaining and enhancing our brands is critical to our business relationships and operating results.
Removed Item 1A headings (24)
- A portion of our revenue is derived from fuel-price spreads. As a result, a contraction in fuel-price spreads could adversely affect our operating results.
- Our fleet card business is dependent on several key strategic relationships, the loss of which could adversely affect our operating results.
- If we are unable to maintain and expand our merchant relationships, our closed loop fleet card and lodging card businesses may be adversely affected.
- If we are unable to maintain our relationships with major truck stop merchants, our over-the-road fuel card businesses may be adversely affected.
- A decline in general economic conditions, and in particular, a decline in demand for fuel and other business related products and services would adversely affect our business, operating results and financial condition.
- If we are unable to successfully integrate new lines of business we have acquired or may acquire in the future, our results of operations and financial condition may be adversely affected.
- We meet a significant portion of our working capital needs through a securitization facility, which we must renew every three years.
- The market for our commercial payment, fleet and stored value card services is evolving and may not continue to develop or grow.
- If we fail to retain any of our stored value gift card customers, it will be difficult to find a replacement customer on a timely basis or at all, which will reduce our revenue.
- Adverse weather conditions, natural catastrophes, or public health crises, across a geographic region, can cause a decline in the number and amount of payment transactions we process, which could have a material adverse effect on our business, financial condition and results of operations.
- Our actual or perceived failure to comply with governmental regulation and other legal obligations, particularly related to consumer protection and e-commerce, privacy, data protection and information security, could harm our business.
- Unfavorable resolution of tax contingencies or changes to enacted tax rates could adversely affect our tax expense and results of operations.
- The Tax Cuts and Jobs Act (the “Tax Act”) and similar tax reform laws in other jurisdictions could adversely affect our business and financial condition.
- We generate a portion of our revenue from our lodging card business, which is affected by conditions in the hotel industry generally and has a concentration of customers in the railroad and trucking industries.
- If we fail to comply with the applicable requirements of Mastercard, it could seek to fine us, suspend us or terminate our registrations through our financial institution sponsors.
- If we are not able to maintain and enhance our brands, it could adversely affect our business, operating results and financial condition.
- Global economic downturns or slower growth or declines in the money transfer, payment service, and other markets in which we operate, including downturns, declines, and difficult conditions in global financial markets and financial market disruptions could adversely affect our business, financial condition, results of operations, and cash flows.
- Risks associated with foreign currencies could adversely affect our business, financial condition, results of operations, and cash flows.
- We face credit, liquidity and fraud risks from our agents, consumers, businesses, and other third parties that could adversely affect our business, financial condition, results of operations, and cash flows.
- If we are unable to maintain our relationships with banks needed to conduct our services, or fail to comply with our contract requirements, our business, financial condition, results of operations, and cash flows would be adversely affected.
- Our stock price could be volatile and our stock could decline in value.
- Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.
- Anti-takeover provisions in our charter documents could discourage, delay or prevent a change in control of our company and may affect the trading price of our common stock.
- We do not expect to pay any dividends on our common stock for the foreseeable future.
Reworded Item 1A headings (6)
- Any decrease in our receipt of
[removed: program]fees and charges, or limitations on our[removed: program]fees and charges, could adversely affect our business, results of operations and financial condition. - A decline in retail fuel prices [added: or contraction in fuel price spreads] could adversely affect our revenue and operating results.
- Our expansion through acquisitions may divert our management’s attention and result in unexpected operating
[removed: difficulties,][added: or integration difficulties or] increased costs and dilution to our stockholders, and we may never realize the anticipated benefits. - Our
[removed: fuel card, workforce payment solutions][added: Fuel, Payroll Card] and[removed: gift card businesses’][added: Gift solutions'] results are subject to seasonality, which could result in fluctuations in our quarterly net income. - Governmental regulations [added: and contractual obligations] designed to protect or limit access to personal information could adversely affect our ability to effectively provide our services.
- Failure to comply with the FCPA,
[removed: anti-money laundering][added: AML] regulations, economic and trade sanctions regulations and similar laws and regulations[removed: associated with][added: applicable to] our international activities, could subject us to penalties and other adverse consequences.
A heading is new when no FY2019 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
22 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2020; struck-through words were in FY2019. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
110 rewritten, 68 added, 290 removed, 203 unchanged
Risks related to our [removed: business][added: business and operations]
A decline in retail fuel prices [added: or contraction in fuel price spreads] could adversely affect our revenue and operating results.
We believe [removed: that] in [removed: 2019,] [added: 2020,] approximately [removed: 13%] [added: 11% of] our consolidated revenue was directly influenced by the absolute price of fuel.
[removed: A] [added: When such volatility leads to a] decline in retail fuel prices [removed: could adversely affect] [added: or a contraction of fuel price spreads,] our revenue and operating [removed: results.][added: results could be adversely affected.]
[removed: A portion] [added: Approximately 8%] of our [added: consolidated] revenue [removed: is] [added: in 2020 was] derived from [removed: fuel-price] [added: transactions where our revenue is tied to fuel price] spreads.
The fuel price that we charge to [removed: our fleet] [added: any Fuel] customer is dependent on several factors including, among others, the fuel price paid to the fuel merchant, posted retail fuel prices and competitive fuel prices.
We experience [removed: fuel-price] [added: fuel price] spread contraction when the merchant’s wholesale cost of fuel increases at a faster rate than the fuel price we charge to our [removed: fleet] [added: Fuel] customers, or the fuel price we charge to our [removed: fleet] [added: Fuel] customers decreases at a faster rate than the merchant’s wholesale cost of fuel.
Changes in our industry, customer demand, and, in relation to our [removed: fleet] [added: Fuel] customers, movement in fuel prices may result in periodic increases to customer credit limits and spending and, as a result, could lead to increased credit losses.
Further, during a declining economic [removed: environment,] [added: environment (including economic weakness caused by large-scale crises like the COVID-19 pandemic),] we [added: may] experience increased customer defaults and preference claims by bankrupt customers.
For the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] our bad debt expense was [removed: $74.3] [added: $158.5] million and [removed: $64.4] [added: $74.3] million, or [removed: 6] [added: 15] bps and 6 bps of total billings, respectively.
Any decrease in our receipt of [removed: program] fees and charges, or limitations on our [removed: program] fees and charges, could adversely affect our business, results of operations and financial condition.
Our card [removed: programs] [added: solutions] include a variety of fees and charges associated with transactions, cards, reports, optional services and late payments.
Revenues for late fees and finance charges represent [removed: 6%] [added: 4%] of our consolidated revenue for the year ended December 31, [removed: 2019.][added: 2020.]
Any [removed: legislative or regulatory] restrictions on our ability to price our products and services could materially and adversely affect our revenue.
The market for our [removed: products and services] [added: solutions] is highly competitive, and competition could intensify in the future.
[removed: In the fleet card business, our] [added: Our] primary competitors in [added: the] North [removed: America] [added: American Fuel solution] are small regional and large independent fleet card providers, major oil companies and petroleum marketers that issue their own fleet cards, and major financial services companies that provide card services to major oil companies and petroleum marketers.
[removed: In the commercial payments business, we face] [added: Corporate Payments solutions faces] a variety of competitors, some of which have greater financial resources, name recognition and scope and breadth of products and services.
Competitors in the [removed: hotel card business] [added: Lodging solution] include travel agencies, online lodging discounters, internal corporate procurement and travel resources, and independent services companies.
The most significant competitive factors in our business are the breadth of product and service features, network acceptance size, customer service, [added: payment terms,] account management, and price.
As a result, a specific offering of our [removed: products and service] features, networks and pricing may serve as a competitive advantage with respect to one customer and a disadvantage for another based on the customers’ preferences.
Many of our competitors provide additional and unrelated products and services to customers, such as treasury management, commercial lending and credit card [removed: processing.][added: processing, which allow them to bundle their products and services together and present them to existing customers with whom they have established relationships, sometimes at a discount.]
If price competition continues to intensify, we may have to increase the incentives that we offer to our customers, decrease the prices of our [removed: products and services] [added: solutions] or lose customers, each of which could adversely affect our operating results.
[removed: In the fleet card business, major oil companies and] [added: companies,] petroleum marketers and large financial institutions may choose to integrate [removed: fuel-card] [added: fuel card] services as a complement to their existing [added: or complementary] card products and [removed: services, as well as offer add-on complementary services.][added: services to adapt more quickly to new or emerging technologies and changing opportunities, standards or customer requirements.]
[removed: Resulting combined entities could be at a] [added: Future mergers or consolidations among competitors, or acquisitions of our competitors by large companies may present] competitive [removed: advantage] [added: challenges to our business] if their [removed: fuel-card] [added: fuel card] products and services are effectively integrated and bundled into [added: lower cost] sales packages with [removed: their] [added: other] widely utilized [removed: non-fuel-card-related] [added: non-fuel card related] products and services.
[removed: The use of these] [added: Such bidding] processes may [added: focus on a limited number of factors, including pricing, which may] affect our ability to effectively compete for these relationships.
The loss [removed: of existing merchant relationships,] [added: of,] failure to continue [removed: such relationships on similarly attractive economic terms, the contraction of our existing merchants’ operations] or [removed: the inability] [added: failure] to [removed: acquire] [added: establish] new [removed: merchant relationships] [added: relationships, or the weakness or decrease in size of companies with whom we maintain relationships,] could adversely affect our ability to serve our customers and [added: adversely affect] our [removed: business] [added: solutions] and operating results.
[removed: Our] [added: For example, our] transaction volume is [added: generally] correlated with general economic [removed: conditions,] [added: conditions and levels of spending,] particularly in the U.S., Europe, Russia, Latin America, Australia and New Zealand, and the [added: related] amount of business activity in economies in which we operate.
The markets for our [removed: products and services] [added: solutions] are highly competitive and characterized by technological change, frequent introduction of new products and services and evolving industry standards.
We must respond to the technological advances offered by our competitors and the requirements of [added: regulators and] our customers and partners, in order to maintain and improve upon our competitive position and fulfill contractual obligations.
We may be unsuccessful in expanding our technological capabilities and developing, [removed: marketing or] [added: marketing,] selling [added: or encouraging adoption of] new products and services that meet these changing demands, which could jeopardize our competitive position.
The [removed: products] [added: solutions] we deliver are designed to process complex transactions and provide reports and other information on those transactions, all at high volumes and processing speeds.
At December 31, [removed: 2019,] [added: 2020,] we had approximately [removed: $4.99] [added: $4.3] billion of debt outstanding under our Credit Facility and Securitization Facility.
Our [removed: substantial] indebtedness currently outstanding, or as may be outstanding if we incur additional indebtedness, could have important consequences, including the following:
[removed: | • |] [added: -] we may have difficulty satisfying our obligations under our debt facilities and, if we fail to satisfy these obligations, an event of default could result; [removed: |]
[removed: | • |] [added: -] we may be required to dedicate a substantial portion of our cash flow from operations to required payments on our indebtedness, thereby reducing the availability of cash flow for acquisitions, working capital, capital expenditures and other general corporate activities. [removed: See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Contractual Obligations,” which sets forth our payment obligations with respect to our existing long-term debt; |]
[removed: | • |] [added: -] covenants relating to our debt may limit our ability to enter into certain [removed: contracts] [added: contracts, pay dividends] or to obtain additional financing for acquisitions, working capital, capital expenditures and other general corporate [removed: activities; |][added: activities, including to react to changes in our business or the industry in which we operate;]
[removed: | • |] [added: -] we may be more vulnerable than our [added: less leveraged] competitors to the impact of economic downturns and adverse developments in the industry in which we operate; [removed: |][added: and]
[removed: | • |] [added: -] we are exposed to the risk of increased interest rates because certain of our borrowings are subject to variable rates of [removed: interest; |][added: interest.]
In addition, we and our subsidiaries may incur substantial additional indebtedness in the [removed: future.][added: future, including through our Securitization Facility.]
These reforms may cause such benchmarks to perform differently than in the past or have other [removed: consequences which cannot be predicted.]
The extent to which the outbreak of the novel strain of the coronavirus (COVID-19) and measures taken in response thereto impact our business, results of operations and financial condition will depend on future developments, which are highly uncertain and are difficult to predict.
The novel strain of the coronavirus (COVID-19) has globally spread throughout other areas such as Asia, Europe, the Middle East, and North America and have negatively impacted the macroeconomic environment, significantly increasing economic uncertainty.
The outbreak has resulted in regulatory and other authorities periodically implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders, and business shutdowns.
These measures have negatively impacted consumer and business spending and could continue to do so.
In addition, these measures have adversely impacted and may further impact our workforce and operations and the operations of our customers, suppliers and business partners.
These measures may remain in place or return, as applicable, for significant periods of time and they are likely to continue to adversely affect our business, results of operations and financial condition.
The spread of the coronavirus has caused us to modify our business practices (including employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences), and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers and business partners.
While vaccines are currently being administered around the world, vaccine availability, distribution, efficacy to new strains of the virus and the public's willingness to get vaccinated could limit their impact and extend the duration of the pandemic.
We continue to manage the business as appropriate in order to preserve our financial flexibility during this challenging time.
There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus or otherwise be satisfactory to government authorities.
In addition, the impact of COVID-19 on macroeconomic conditions may impact the proper functioning of financial and capital markets, foreign currency exchange rates, commodity prices, including fuel prices, and interest rates.
Even after the COVID-19 global pandemic has subsided or, we may continue to experience adverse impacts to our business as a result of any economic recession or depression that has occurred or may occur in the future.
The continued disruption of global financial markets as a result of the COVID-19 global pandemic could have a negative impact on our ability to access capital in the future.
The extent to which the COVID-19 outbreak impacts our business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact through vaccines or otherwise, and how quickly and to what extent normal economic and operating conditions can resume.
Even after the coronavirus outbreak has subsided, we may continue to experience materially adverse impacts to our business as a result of its global economic impact, including any recession that has occurred or may occur in the future.
There are no comparable recent events which may provide guidance as to the effect of the spread of the coronavirus and a global pandemic, and, as a result, the ultimate impact of the COVID-19 outbreak or a similar health epidemic is highly uncertain and subject to change.
We do not yet know the full extent of the impacts on our business, our operations or the global economy as a whole.
However, the effects could have a material impact on our results of operations.
Adverse effects on payment card transaction volume, including from unfavorable macroeconomic conditions, weather conditions, natural catastrophes or public health crises or from changes to business purchasing practices, could adversely affect our revenues and operating results.
A substantial portion of our revenue is based on the volume of payment card transactions by our customers Accordingly, our operating results could be adversely impacted by events or trends that negatively impact the demand for fuel, business-related products and services, or payment card services in general.
Likewise, recent political, investor and industry focus on greenhouse gas emissions and climate change issues may adversely affect the volume of transactions or business operations of the oil companies, merchants and truck stop owners with whom we maintain strategic relationships, which could adversely impact our business.
[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)
This risk includes the exposure generated when we write derivative contracts to our customers as part of our cross-currency payments business, and we typically hedge the net exposure through offsetting contracts with established financial institution counterparties.
In Fuel solutions, major oil
[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)
When our fleet customers purchase fuel, certain arrangements in our Fuel solution generates revenue as a percentage of the fuel transaction purchase amount and other arrangements generate revenue based on fuel price spreads.
The significant volatility in fuel prices can impact these revenues by lowering total fuel transaction purchase amounts and tightening fuel price spreads.
The volatility is due to many factors outside our control, including new oil production or production slowdowns, supply and demand for oil and gas and market expectations of future supply and demand, political conditions, actions by OPEC and other major oil producing countries, speculative trading, government regulation, weather and general economic conditions.
The value of certain of our solutions depend, in part, on relationships with oil companies, fuel and lodging merchants, truck stop operators, airlines and sales channels to grow our business.
The failure to maintain and grow existing relationships, or establish new relationships, could adversely affect our revenues and operating results.
The success and growth of our solutions depend on the wide acceptability of such cards when our customers need to use them.
As a result, the success of these solutions is in part dependent on our ability to maintain relationships with major oil companies, petroleum marketers, closed-loop fuel and lodging merchants, truck stop operators, airlines and sales channels (each of whom we refer to as our “partners”) and to enter into additional relationships or expand existing arrangements to increase the acceptability of our payment cards.
These relationships vary in length from one to eight years for oil companies to one to two years for merchants and may be renegotiated at the end of their respective terms.
Due to the highly competitive, and at times exclusive, nature of these relationships, we often must participate in a competitive bidding process to establish or continue the relationships.
If the various partners with whom we maintain relationships experience bankruptcy, financial distress, or otherwise are forced to contract their operations, our solutions could be adversely impacted.
Similarly, because some of our solutions are marketed under the brands of major oil companies, certain other adverse events outside our control, like those companies’ failure to maintain their brands or a decrease in the size of their branded networks may adversely affect our ability to grow our revenue.
We must comply with various rules and requirements, including the payment of fees, of Mastercard and our sponsor banks in order to remain registered to participate in the Mastercard networks.
[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)
Our Cross-Border solution depends on our relationships with banks and other financial institutions around the world, which may from impose fees, restrictions and compliance burdens on us that make our operations more difficult or expensive.
Increasing scrutiny and changing expectations from investors, customers and our employees with respect to our environmental, social and governance (ESG) practices may impose additional costs on us or expose us to new or additional risks.
Our fleet customers use our products and services primarily in connection with the purchase of fuel.
Accordingly, our revenue is affected by fuel prices, which are subject to significant volatility.
A decline in retail fuel prices could cause a decrease in our revenue from fees paid to us by merchants based on a percentage of each transaction purchase amount.
Changes in the absolute price of fuel may also impact unpaid account balances and the late fees and charges based on these amounts.
Fuel prices are dependent on several factors, all of which are beyond our control.
These factors include, among others:
| | |
| --- | --- |
| • | supply and demand for oil and gas, and market expectations regarding supply and demand; |
| • | actions by members of OPEC and other major oil-producing nations; |
| • | new oil production being developed in the U.S. and elsewhere; |
| • | political conditions in oil-producing and gas-producing nations, including insurgency, terrorism or war; |
| • | oil refinery capacity; |
| • | weather; |
| • | the prices of foreign exports; |
| • | speculative trading; |
| • | the implementation of fuel efficiency standards and the adoption by our fleet customers of vehicles with greater fuel efficiency or alternative fuel sources; |
| • | general worldwide economic conditions; and |
| • | governmental regulations, trade sanctions and embargos, taxes and tariffs. |
As a result, a contraction in fuel-price spreads could adversely affect our operating results.
Approximately 5% of our consolidated revenue in 2019, was derived from transactions where our revenue is tied to fuel-price spreads.
Fuel-price spreads equal the difference between the fuel price we charge to the fleet customer and the fuel price paid to the fuel merchant.
In transactions where we derive revenue from fuel-price spreads, the fuel price paid to the fuel merchant is calculated as the merchant’s wholesale cost of fuel plus a commission.
The merchant’s wholesale cost of fuel is dependent on several factors including, among others, the factors described above affecting fuel prices.
Accordingly, when fuel-price spreads contract, we generate less revenue, which could adversely affect our operating results.
Any decrease in our revenue derived from these fees and charges could materially and adversely affect our business, operating results and financial condition.
We also compete for customers with providers of alternative payment mechanisms, such as merchants offering house cash accounts or other forms of credit.
By providing these services that we do not provide, these competitors have an advantage of being able to bundle their products and services together and present them to existing customers with whom they have established relationships, sometimes at a discount.
For example, in the commercial payments business, we compete with full service banks that are able to offer treasury management and commercial lending in addition to commercial payment solutions.
As a result, they may be able to adapt more quickly to new or emerging technologies and changing opportunities, standards or customer requirements.
Future mergers or consolidations among competitors, or acquisitions of our competitors by large companies may present competitive challenges to our business.
Further, competitors may reduce the fees for their services, which could increase pricing pressure within our markets.
Our fleet card business is dependent on several key strategic relationships, the loss of which could adversely affect our operating results.
We intend to seek to expand our strategic relationships with major oil companies and to establish additional relationships with other petroleum marketers.
We refer to the major oil companies and petroleum marketers with whom we have strategic relationships as our “partners.” We use this term in the business sense to refer to strategic business relationships formed through contracts such as Card Program Agreements, and not in the legal sense of operating under legal partnership arrangements created pursuant to laws such as the Uniform Partnership Act.
During 2019, our top three strategic relationships with major oil companies accounted for less than 4% 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 eight years.
The success of our business is in part dependent on our ability to maintain these strategic relationships and enter into additional strategic relationships with major oil companies.
In our relationships with these major oil companies, our services are marketed under our partners’ brands.
If these partners fail to maintain their brands or decrease the size of their branded networks, our ability to grow our business may be adversely affected.
An excerpt. Shown here: 40 of 110 rewritten, 40 of 68 added and 40 of 290 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2020 filing and the FY2019 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
285 rewritten, 333 added, 245 removed, 212 unchanged
The following discussion and analysis of our financial condition and results of operations generally discusses [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] items and year-over-year comparisons between [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]
A detailed discussion of [removed: 2017] [added: 2018] items and year-over-year comparisons between [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] that are not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, [removed: 2018.][added: 2019.]
FLEETCOR has [removed: two] [added: three] reportable segments, North [removed: America] [added: America, International,] and [removed: International.][added: Brazil.]
We report these [removed: two] [added: three] segments as they reflect how we organize and manage our [removed: employees around the world,] [added: global employee base,] manage operating performance, contemplate the differing regulatory environments [removed: in North America versus other] [added: across] geographies, and help us isolate the impact of foreign exchange fluctuations on our financial results.
[removed: Revenues, net, by Segment.] For the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] our [removed: North America and International] segments generated the following revenue (in millions):
| | | [added: | | | |] Year ended December 31, | | | | | | | | | | | | [removed: | |]
| | | [removed: Revenues, net] | | | | [added: Revenues, net | | | | | |] % of [removed: total revenues,] [added: Total Revenues,] net | | | [removed: Revenues, net] | | | [added: Revenues, net] | [added: | | | | |] % of [removed: total revenues,] [added: Total Revenues,] net | | |
| North America | | [added: | | | |] $ | [removed: 1,709] [added: 1,582] | | | [removed: 64.5] | [added: | 66 | |] % | | [added: | |] $ | [removed: 1,571] [added: 1,709] | | | [removed: 64.6] | [removed: %] | [added: 65] | [added: | % |]
Revenues, net, Net Income and Net Income Per Diluted Share. Set forth below are revenues, net, net income and net income per diluted share for the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] (in millions, except per share amounts).
| | | [added: | | | |] Year [removed: ended] [added: Ended] December 31, | | | | | | | | [added: | | | |]
| Revenues, net | | [added: | | | |] $ | [removed: 2,649] [added: 2,389] | | | [added: | |] $ | [removed: 2,433] [added: 2,649] | | | [added: | |]
| Net income | | [added: | | | |] $ | [removed: 895] [added: 704] | | | [added: | |] $ | [removed: 811] [added: 895] | | | [added: | |]
| Net income per diluted share | | [added: | | | |] $ | [removed: 9.94] [added: 8.12] | | | [added: | |] $ | [removed: 8.81] [added: 9.94] | | | [added: | |]
Adjusted Net Income and Adjusted Net Income Per Diluted Share. Set forth below are adjusted net income and adjusted net income per diluted share for the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] (in millions, except per share amounts).
| Adjusted net income | | [added: | | | |] $ | [removed: 1,062.1] [added: 962] | | | [added: | |] $ | [removed: 969.8] [added: 1,062] | | | [added: | |]
| Adjusted net income per diluted share | | [added: | | | |] $ | [removed: 11.79] [added: 11.09] | | | [added: | |] $ | [removed: 10.53] [added: 11.79] | | | [added: | |]
We provide our payment solutions to our business, merchant, consumer and payment network customers in more than 100 countries around the world today, although we operate primarily in 3 geographies, with approximately 87% of our business in the U.S., [added: Brazil, and] the U.K. [removed: and Brazil.][added: Our customers may include]
[removed: Our customers may include] commercial businesses (obtained through direct and indirect channels), partners for whom we manage payment programs, as well as individual [removed: consumers (for tolls).][added: consumers.]
[removed: Our fuel cards and products] [added: Fuel solutions] help businesses monitor and control fuel spend across multiple fuel networks, providing online analytical reporting to help customers managing the efficiency of their vehicles and drivers, while offering potential discounts off of the retail price of fuel.
We generate revenue in our [removed: fuel products] [added: Fuel solution] through a variety of program fees, including transaction fees, card fees, network fees and charges, as well as from interchange.
These fees may be charged as fixed amounts, costs plus a mark-up, or based on a percentage of the transaction purchase [added: amounts, or a combination thereof.]
[removed: Our products] [added: Corporate Payments solutions] help streamline B2B payments for vendors and employees, both domestically and internationally.
Our corporate payments products include [removed: virtual card] [added: Virtual Card] solutions for invoice payments, corporate card programs, a fully-outsourced [removed: accounts payable] [added: AP Automation] solution, [removed: a payroll card solution for employers to distribute wages,] as well as a [removed: cross-border payments product] [added: Cross-Border solution] to facilitate customers making payments across differing currencies.
In our [removed: corporate payments products, a primarily] [added: Corporate Payments solutions, the primary] measure of volume is spend, the dollar amount of payments processed on behalf of customers through our various networks.
[removed: In corporate payments, we] [added: We] primarily earn revenue from the difference between the amount charged to the customer and the amount paid to the third party for a given [removed: transaction] [added: transaction,] as interchange [added: or spread] revenue.
Our [removed: toll product] [added: Tolls solution] is primarily delivered via an RFID sticker affixed to the windshield of a customer vehicle in Brazil.
In our [removed: toll product,] [added: Tolls solution,] the relevant measure of volume is average monthly tags active during the period.
[removed: Our lodging products] [added: Lodging solutions] provide [removed: customers] [added: customers, both workforce and airline/cruise line based,] with a proprietary network of hotels with discounted room rates, centralized billing and robust reporting to help customers manage and control costs.
In our [removed: lodging products,] [added: Lodging solutions,] we define a transaction as a hotel room night purchased by a customer.
[removed: In our lodging products, we] [added: We] primarily earn revenue from the difference between the amount charged to the customer and the amount paid to the hotel for a given [removed: transaction.][added: transaction and commissions paid by hotels.]
[removed: Our products] [added: We] may also charge fees for access to the network and ancillary services provided.
[removed: We provide] [added: Gift provides] fully integrated gift card [removed: product] [added: program] management and processing services via plastic and digital gift cards to our customers.
[removed: Our products] [added: We] may also charge fixed fees for ancillary services provided.
The following table provides revenue per key performance metric by [removed: product] [added: solution] category for the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] (in millions except revenues, net per [removed: transaction).*][added: key performance metric).*]
| | | [added: | | | |] As Reported | | | | | | | | | | | | | | | [added: | | | | | | | | |] Pro Forma and Macro [removed: Adjusted] [added: Adjusted3] | | | | | | | | | | | | | | [added: | | | | | | |]
| | | [removed: Year Ended December 31,] | | | | [removed: | | | |] [added: Year ended December 31,] | | | | | | | [removed: Year Ended December 31,] | | | | | | | | | | | | | |
| | | [removed: 2019] | | | | [removed: 2018] [added: 2020] | | | | [added: | | 2019 | | | | | |] Change | | | | [added: | |] % Change | | | [removed: 2019] | | | [added: 2020] | [removed: 2018] | | | | [added: | 2019 | | | | | |] Change | | | | [added: | |] % Change | | [added: |]
| FUEL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | |]
| '\- Revenues, net per transaction | | [removed: $] | [removed: 2.33] | | | $ | [removed: 2.19] [added: 0.15] | | | [added: | |] $ | 0.14 | | | [removed: 6] | [added: | $ | 0.01 | | | | | 7 | |] % | | [added: | |] $ | [removed: 2.36] [added: 0.15] | | | [added: | |] $ | [removed: 2.19] [added: 0.14] | | | [added: | |] $ | [removed: 0.17] [added: 0.01] | | | [removed: 8] | [added: | 7 | |] % |
| CORPORATE PAYMENTS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | |]
FLEETCOR is a leading global provider of digital payment solutions that enables businesses to control purchases and make payments more effectively and efficiently.
Since its incorporation in 2000, FLEETCOR has continued to deliver on its mission: to provide businesses with “a better way to pay”.
FLEETCOR has been a member of the S&P 500 since 2018 and trades on the New York Stock Exchange under the ticker FLT.
Businesses spend an estimated $170 trillion each year.
In many instances, they lack the proper tools to monitor what is being purchased, and employ manual, paper-based, disparate processes and methods to both approve and make payments for their purchases.
This often results in wasted time and money due to unnecessary or unauthorized spending, fraud, receipt collection, data input and consolidation, report generation, reimbursement processing, account reconciliations, employee disciplinary actions, and more.
FLEETCOR’s vision is that every payment is digital, every purchase is controlled, and every related decision is informed.
Digital payments are faster and more secure than paper-based methods such as checks, and provide timely and detailed data which can be utilized to effectively reduce unauthorized purchases and fraud, automate data entry and reporting, and eliminate reimbursement processes.
Combining this payment data with analytical tools delivers powerful insights, which managers can use to better run their businesses.
Our wide range of modern, digitized solutions generally provides control, reporting, and automation benefits superior to many of the payment methods businesses often used, such as cash, paper checks, general purpose credit cards, as well as employee pay and reclaim processes.
Impact of COVID-19 on Our Business
On March 11, 2020, the World Health Organization declared the novel strain of coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide.
The pandemic and these containment and mitigation measures have created adverse impacts on the U.S. and global economies and it is unclear how long the pandemic and related economic impacts will continue.
The COVID-19 pandemic has impacted our business operations in 2020 as described in more detail under “Results of Operations” below, due to a significant decrease in the level of business activity across industries worldwide, which reduced the volume of payment services provided to our customers and revenue generated beginning during the second half of March 2020 and continuing through the date of this Report.
The COVID-19 pandemic has had, and could continue to have, an adverse impact on our results of operations and liquidity; the operations of our suppliers, vendors and customers; and on our employees as a result of quarantines, facility closures, travel and logistics restrictions and general decreases in the level of consumer confidence and business activity.
Our business operations and results of operations, including our revenues, earnings and cash flows, have been and may continue to be negatively impacted by certain factors arising from the pandemic including, but not limited to:
- changes in business and consumer confidence and spending habits, including negative trends in our customers’ purchasing patterns due to decreased levels of business activity, credit availability, high debt levels and financial distress;
- volatile fuel prices and fuel price spreads;
- lower volumes of commercial trucking;
- fluctuations in the dollar compared to other currencies around the world;
- reduction in the level of business travel;
- decreased productivity due to travel bans, work-from-home policies or shelter-in-place orders;
- slowdown in the U.S. and global economies, and an uncertain global economic outlook or a potential credit crisis; and
[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)
- customers experiencing financial distress or declaring bankruptcy, including seeking extended payment terms, which could create incremental credit loss expense.
The COVID-19 pandemic continues to impact the world economy and our customers, in particular, by restricting day-to-day operations and business activity generally, which adversely impacted our financial performance in 2020.
The extent to which the COVID-19 pandemic impacts our business operations, financial results, and liquidity into 2021 will depend on numerous evolving factors that we may not be able to accurately predict or assess, including the duration and scope of the pandemic; vaccine availability, distribution, efficacy to new strains of the virus and the public's willingness to get vaccinated; our response to the continued impact of the pandemic; the negative impact it has on global and regional economies and general economic activity, including the duration and magnitude of its impact on unemployment rates and business spending levels; its short- and longer-term impact on the levels of consumer confidence; the ability of our suppliers, vendors and customers to successfully address the continued impacts of the pandemic; actions governments, businesses and individuals take in response to the pandemic; and how quickly economies recover after the pandemic subsides.
We have taken steps to mitigate the potential risks related to the circumstances and impacts of COVID-19.
We have been focused on addressing these challenges with proactive actions designed to protect our employees, provide uninterrupted service to our customers, and meet our near term liquidity needs.
Such actions include, but are not limited to:
- *Safety*: ensuring the safety of our approximately 8,400 employees worldwide, with the vast majority of our employees working from home;
- *Business* *Continuity*: ensuring that our systems and payment solutions continue to operate efficiently for our customers;
- *Liquidity*: actively monitoring availability under our existing credit facilities;
- *Expenses*: slowing discretionary sales and technology spending, and furloughing contractors; and
- *Credit*: in select distressed verticals, tightening customer credit lines and payment terms, including closing inactive lines, reducing unused capacity, and reducing payment terms.
While we believe the COVID-19 pandemic will continue to have an adverse effect on our revenues and earnings in 2021, we expect continued improvement throughout the year as economic activity recovers.
Performance
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | 2020 | | | | | | 2019 | | | | | |
General Business
FLEETCOR is a leading global business payment solutions company that simplifies the way businesses manage and pay their expenses.
The FLEETCOR portfolio of brands help companies automate, secure, digitize and control payments on behalf of their employees and suppliers.
We serve businesses, partners, merchants and consumer and payment networks in North America, Latin America, Europe, and Asia Pacific.
FLEETCOR’s predecessor company was organized in the United States in 1986, and FLEETCOR had its initial public offering in 2010 (NYSE: FLT).
Our payment solutions provide our customers with a payment method designed to be superior to 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.
Our solutions are comprised of payment products, networks and associated services.
We group our payment solutions into five primary categories: Fuel, Lodging, Tolls, Corporate Payments and Gift.
Additionally, we provide other complementary payment products including fleet maintenance, employee benefits and long haul transportation-related services.
Each category is unique in its focus, customer base and target markets, but they also share a number of characteristics: customers are primarily businesses, have recurring revenue models, have specialized networks which create barriers to entry, have high EBITDA margins, and have similar selling systems.
Our products are used in more than 100 countries around the world, with our primary geographies being the U.S., Brazil and the U.K., which combined accounted for approximately 87% of our revenue in 2019.
FLEETCOR’s payment products generally function like a charge card, prepaid card, one-time use virtual card, and electronic RFID (radio-frequency identification), etc. While the actual payment mechanisms vary from category to category, they are structured to afford control and reporting to the end customer.
FLEETCOR uses both proprietary and third-party networks to deliver its payment solutions.
FLEETCOR owns and operates proprietary networks with well-established brands throughout the world, bringing incremental sales and loyalty to affiliated merchants.
Third-party networks are used to broaden payment product acceptance and use.
FLEETCOR capitalizes on its products’ specialization with sales and marketing efforts by deploying product-dedicated sales forces to target specific customer segments.
We market our products directly through multiple sales channels, including field sales, telesales and digital marketing, and indirectly through our partners, which include major oil companies, leasing companies, petroleum marketers, value-added resellers (VARs) and referral partners.
We believe that our size and scale, product breadth and specialization, geographic reach, proprietary networks, robust distribution capabilities and advanced technology contribute to our industry leading position.
We operate in two segments, which we refer to as our North America and International segments.
| | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | 2019 | | | | | | | 2018 | | | | | | |
| International | | 940 | | | | 35.5 | % | | 862 | | | | 35.4 | % | |
| | | $ | 2,649 | | | 100.0 | % | | $ | 2,433 | | | 100.0 | % | |
| | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | 2019 | | | | 2018 | | | |
Our products help our customers pay their suppliers and manage spend related to their employees more efficiently.
We have a variety of products that help our customers achieve these goals, primarily in five product categories: fuel, corporate payments, toll, lodging and gift.
Fuel represents approximately 44% of our revenues.
amounts, or a combination thereof.
Corporate payments represents approximately 19% of our revenues.
Tolls represents approximately 13% of our revenues.
Lodging represents approximately 8% of our revenues.
Gift represents approximately 7% of our revenues.
The remaining 8% of revenues represents other products, which include telematics, maintenance, food, and transportation related offerings.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| '\- Revenues, net1 | | $ | 1,173 | | | $ | 1,126 | | | $ | 47 | | | 4 | % | | $ | 1,180 | | | $ | 1,079 | | | $ | 100 | | | 9 | % |
| '\- Transactions1 | | 502 | | | | 512 | | | | (10 | | ) | | (2 | )% | | 499 | | | | 494 | | | | 6 | | | | 1 | % |
An excerpt. Shown here: 40 of 285 rewritten, 40 of 333 added and 40 of 245 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND in the FY2020 filing and the FY2019 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
17 rewritten, 2 added, 0 removed, 27 unchanged
Our [removed: International segment exposes] [added: international businesses expose] us to foreign currency exchange rate changes that can impact translations of foreign-denominated assets and liabilities into U.S. dollars and future earnings and cash flows from transactions denominated in different currencies.
[removed: Revenue] [added: Revenues] from our [removed: International segment was 35.5%, 35.4%] [added: international businesses were 38.6%, 39.8%] and [removed: 36.5%] [added: 39.1%] of total [removed: revenue] [added: revenues] for the years ended December 31, [added: 2020,] 2019, [removed: 2018,] and [removed: 2017,] [added: 2018,] respectively.
Exchange rates and currency positions as of December 31, [removed: 2019] [added: 2020] 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: 2019] [added: 2020] by approximately [removed: $47.6] [added: $42.4] 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: 2018] [added: 2019] and [removed: 2017] [added: 2018] 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: 2018] [added: 2019] and [removed: 2017] [added: 2018] by approximately [removed: $41.7] [added: $47.7] million and [removed: $34.2] [added: $41.6] million, respectively.
We have utilized International [added: and Brazil] segment operating income as a proxy for foreign earnings.
With [removed: the acquisition of Cambridge in August 2017,] [added: our cross-border payment solutions,] we have additional foreign exchange risk and associated foreign exchange risk management requirements due to the nature of our [removed: international] [added: cross-border] payments provider business.
The majority of [removed: Cambridge's] [added: cross-border payments] revenue is from exchanges of currency at spot rates, which enable customers to make cross-currency payments.
In [removed: addition, Cambridge] [added: our cross-border payment solutions, we] also [removed: writes] [added: write] foreign currency forward and option contracts for customers to facilitate future payments.
[removed: Cambridge] [added: We] aggregates [removed: its] foreign exchange exposures arising from customer contracts, including the derivative contracts described above, and [removed: hedges] [added: hedge] (economic hedge) the resulting net currency risks by entering into offsetting contracts with established financial institution counterparties.
As of December 31, [removed: 2019,] [added: 2020,] we had [removed: $4.02] [added: $3.6] billion of variable rate debt outstanding under our Credit Agreement.
See [removed: footnote] [added: Note] 11 of the accompanying consolidated financial [removed: statement] [added: statements] for information about the Credit Agreement.
If market interest rates had increased or decreased an average of 100 basis points and assuming we had an outstanding balance on our credit facility and term loans of [removed: $2.02] [added: $1.6] billion not fixed by interest rate swap contracts at December 31, [removed: 2019,] [added: 2020,] our interest expense would have changed by approximately [removed: $20.2] [added: $16.0] million.
Based on the amounts and mix of our fixed and floating rate debt (exclusive of our Securitization Facility) at December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] if market interest rates had increased or decreased an average of 100 basis points, our interest expense would have changed by approximately [removed: $37.9] [added: $20.2] million and [removed: $34.7] [added: $37.9] million, respectively.
[removed: Fuel-price] [added: Fuel price] spread risk
We experience [removed: fuel-price] [added: fuel price] spread contraction when the merchant’s wholesale cost of fuel increases at a faster rate than the fuel price we charge to our customers, or the fuel price we charge to our customers decreases at a faster rate than the merchant’s wholesale cost of fuel.
Accordingly, if [removed: fuel-price] [added: fuel price] spreads contract, we may generate less revenue, which could adversely affect our operating results.
[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)
[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)
Item 1. BUSINESS
125 rewritten, 190 added, 253 removed, 75 unchanged
FLEETCOR has [removed: two] [added: three] reportable segments, North [removed: America] [added: America, International,] and [removed: International.][added: Brazil.]
We report these [removed: two] [added: three] segments as they reflect how we organize and manage our [removed: employees around the world,] [added: global employee base,] manage operating performance, contemplate the differing regulatory environments [removed: in North America versus other] [added: across] geographies, and help us isolate the impact of foreign exchange fluctuations on our financial results.
[removed: FLEETCOR uses] [added: We utilize] both proprietary and third-party networks to deliver our [removed: payment] [added: Fuel] solutions.
[removed: FLEETCOR capitalizes] [added: We capitalize] on [removed: its] [added: our] products’ specialization [removed: with sales and marketing efforts] by deploying product-dedicated sales forces [added: who use field sales, telesales and digital marketing] to target specific customer segments.
[removed: FLEETCOR offers fuel payment] [added: We offer Fuel] solutions to businesses and government entities who operate vehicle [removed: fleets, as well as to major oil companies, leasing companies and fuel marketers.][added: fleets.]
Our proprietary processing and card management [removed: systems] [added: solutions] provide customers with [added: significant capabilities including:] customizable user-level controls, detailed transaction reporting, programmable alerts, configurable networks, [removed: contracted fuel] [added: contract] price validation and audit, and [removed: vehicle efficiency analysis.][added: tax management and reporting.]
Our customers can use these data, controls and tools to combat fraud and employee misuse, streamline expense administration and potentially lower their [removed: vehicle fleets’] operating costs.
[removed: For] [added: We also provide program management services to] major oil companies, leasing companies and [removed: petroleum] [added: fuel] marketers, [removed: we provide program management services,] which allow these partners to outsource the sales, marketing, credit, service, and system operations of their branded fuel card portfolios.
Our fuel [removed: payment product] partners include British Petroleum (BP), [removed: its subsidiary] Arco, [removed: Shell,] Speedway, and Casey's and over [removed: 700] [added: 600] fuel marketers of all sizes.
We [removed: use] [added: utilize] both proprietary and third-party [added: payment acceptance] networks to deliver our [removed: fuel payment solutions, including the following examples:][added: Expense Management solutions.]
[removed: Excluding major oil companies, our most significant competitors in this product category include] [added: - Our Fuel solutions compete with similar offerings from] WEX, U.S. Bank Voyager Fleet Systems, [removed: World Fuel Services,] Edenred, Sodexo, Alelo, [removed: DKV, and] Radius Payment [removed: Solutions.][added: Solutions, World Fuel Services, and DKV.]
[added: *Long-haul transportation services* –] In addition to, and often in conjunction [removed: with] [added: with,] our [removed: fuel payment product,] [added: Fuel solution,] we provide trucking companies in North America with various [removed: products] [added: solutions] and services specifically relevant to their [removed: industry, including] [added: industry including:] road tax compliance analysis and reporting, permit procurement, and cash movement and disbursement.
We offer [removed: lodging payment] [added: Lodging] solutions to businesses in North America that have employees who travel overnight for work purposes, and to airlines [added: and cruise lines] globally to accommodate both their traveling crews and [removed: distressed passengers whose flights have been canceled.][added: stranded passengers.]
[removed: Our solutions can be customized to meet the specific needs of our customers, including] [added: We provide] access to deeply discounted hotel networks and [added: may include] customer-specific rate negotiation, the ability to customize the network to fit [added: the] customers’ specific travel needs and policies, enhanced controls and reporting, and audit and tax management services.
Our [removed: lodging payment products] [added: Lodging solutions] operate on our proprietary [removed: CLC, CLS and Travelliance] lodging networks, which include [removed: over 33,900] [added: a worldwide network of] hotels across [removed: 88] [added: 136] countries.
The size, [removed: scale] [added: scale,] and nature of our [removed: lodging] [added: Lodging] customer base enable us to negotiate lodging nightly rates lower than the rates most companies could negotiate directly and far below the rates available to the general public.
[removed: FLEETCOR has developed] [added: We use proprietary] data management and payment processing systems to manage [removed: client] [added: customer] billings and reports, which combined with our discounted hotel network, provide [removed: clients] [added: customers] with savings and increased visibility into their lodging costs.
The integration of our processing systems with airline logistics and crew management systems [removed: also] enables us to deliver enhanced services to [removed: that] [added: the travel] industry vertical.
[added: -] Our [removed: lodging payment] [added: Lodging] solutions compete with similar offerings from Egencia (Expedia), hotelengine.com, and in-house travel departments of large corporations and airlines.
[removed: In] [added: Operated only in] Brazil, we [removed: offer an] [added: are the leading] electronic toll payments [removed: product] [added: provider] to businesses and consumers in the form of [removed: RFID] [added: radio frequency identification (RFID)] tags affixed to vehicles’ windshields.
Our [removed: electronic toll payments product] [added: Toll solution] operates on our proprietary Sem [removed: Parar] [added: PararTM] network, which [removed: processed] [added: processes] transactions for more than 5 million [removed: customers] [added: tagholders] on [removed: 99%] [added: 100%] of the toll roads across Brazil.
[removed: Electronic tolling provides] [added: We provide] convenience and faster travel [removed: and more convenience] for customers, while also reducing manual labor and cash handling at merchants’ toll [removed: booths and parking garages.][added: booths.]
At [removed: gas stations and drive through restaurants,] [added: merchant locations,] payment via electronic tags is faster, safer and more secure for customers, which in turn increases loyalty and throughput for [removed: merchants.][added: merchants and eliminates the handling of cash.]
[removed: Beyond these benefits, our electronic toll payment product] [added: Our Toll solution] also provides commercial customers with driver routing controls and fare auditing, mostly in the form of vehicle type and axle count configuration.
[removed: To] [added: With respect to our Tolls solution, to] reach consumers, we also place proprietary manned kiosks and unmanned vending machines in areas with high consumer foot traffic, such as shopping malls.
[added: -] Our [removed: electronic toll payment product competes] [added: Toll solutions compete] with similar offerings [removed: such as Move Mais,] [added: from] ConectCar (Banco Itaú and Ipiranga), Veloe (Alelo), [removed: Repom (Edenred),] and [removed: Visa Vale (Banco Bradesco).][added: Repom (Edenred).]
Corporate [removed: payments product line][added: Payments]
[removed: A virtual card] [added: Virtual Card – Virtual Card] provides a single-use card number for a specific [removed: amount] [added: amount, usable] within a defined [removed: timeframe and serves as a highly-effective replacement for check payments.][added: timeframe.]
Virtual [removed: cards] [added: Cards] provide enhanced security relative to checks while reducing [added: total] payment costs for our customers.
We have integrated our [removed: virtual card] [added: Virtual Card] offering into most leading ERP systems, providing a seamless experience for [removed: accounts payable personnel to select our virtual card as the payment mechanism of choice.][added: AP personnel.]
[removed: FLEETCOR’s virtual card product] [added: Our Virtual Card] operates [added: solely] on the Mastercard [removed: payment] network.
[removed: As such,] [added: Our customers’ ERP systems are directly integrated with our issuing system, and] merchants must be enrolled [removed: into] [added: in] our proprietary vendor network to accept our [removed: virtual card product.][added: Virtual Card solution.]
We have built a proprietary [removed: network of approximately 800,000 merchants] [added: merchant acceptance network, which we believe is largest in the industry,] that [removed: accept] [added: accepts] our [removed: virtual card] [added: Virtual Card] payments.
This network is managed with proprietary technology that allows us to continuously expand [removed: virtual card] [added: Virtual Card] acceptance and optimize the amount of [removed: virtual card] spend we can capture.
[removed: This] [added: The scale of this] network, coupled with a best-in-class, in-house vendor enrollment service, is a [removed: major] competitive advantage.
These [removed: card products] [added: solutions] are generally sold in conjunction with our [removed: virtual card offering to augment our customers’ purchasing capabilities.][added: Virtual Card or AP Automation offerings.]
[removed: We also] [added: Additionally, we] provide [removed: expense management software,] [added: technology,] which combines and leverages transaction data captured from our virtual, [removed: purchasing] [added: purchasing,] and T&E card [removed: products] [added: products,] to help our customers analyze and [removed: control] [added: manage] their corporate spending.
[removed: Customers generally use] [added: Cross-Border – Our Cross-Border solution is used by] our [removed: cross-border payment services] [added: customers] to pay international suppliers, foreign office and personnel expenses, capital expenditures, and profit repatriation and dividends.
[removed: We administer foreign exchange trades] [added: Trade settlement] and payment [removed: settlement with recipients] [added: delivery is facilitated] through a global network of [added: correspondent] banks, [added: in-country payment gateways and technology providers,] enabling us to send payments to recipients in over 200 countries and [removed: in over 140] [added: 150] currencies.
By [removed: using] [added: utilizing] transaction monitoring and watch list screening systems, we ensure payments are safe, secure, and meet all applicable regulatory requirements.
Introduction
FLEETCOR is a leading global provider of digital payment solutions that enables businesses to control purchases and make payments more effectively and efficiently.
Since its incorporation in 2000, FLEETCOR has continued to deliver on its mission: to provide businesses with “a better way to pay”.
FLEETCOR has been a member of the S&P 500 since 2018 and trades on the New York Stock Exchange under the ticker FLT.
Businesses spend an estimated $170 trillion each year.
In many instances, they lack the proper tools to monitor what is being purchased, and employ manual, paper-based, disparate processes and methods to both approve and make payments for their purchases.
This often results in wasted time and money due to unnecessary or unauthorized spending, fraud, receipt collection, data input and consolidation, report generation, reimbursement processing, account reconciliations, employee disciplinary actions, and more.
FLEETCOR’s vision is that every payment is digital, every purchase is controlled, and every related decision is informed.
Digital payments are faster and more secure than paper-based methods such as checks, and provide timely and detailed data which can be utilized to effectively reduce unauthorized purchases and fraud, automate data entry and reporting, and eliminate reimbursement processes.
Combining this payment data with analytical tools delivers powerful insights, which managers can use to better run their businesses.
Our wide range of modern, digitized solutions generally provides control, reporting, and automation benefits superior to many of the payment methods businesses often used such as cash, paper checks, general purpose credit cards, as well as employee pay and reclaim processes.
In addition to delivering meaningful value to our customers, our solutions also share several important and attractive business model characteristics such as:
- customers are primarily businesses, which tend to have relatively predictable, consistent volumes;
- recurring revenue models driven by recurring volume, resulting in predictable revenue;
- similar business-to-business (B2B) selling systems with common sales approaches, management and reporting;
- specialized technology platforms and proprietary payment acceptance networks, which create competitive advantages and barriers to entry; and
- high EBITDA margins and cash flow translation given limited infrastructure investment requirements.
We are executing on a strategy of optimizing assets, leveraging similar selling methods, and bundling and cross-selling value-added solutions.
We continue to enhance our solutions to displace inferior payment methods, improve customers’ mobile and digital experiences, and extend utility.
We actively market and sell to current and prospective customers leveraging a multi-channel go-to-market approach, which includes direct sales forces, comprehensive digital channels, and strategic partner relationships.
We supplement our organic growth strategy and sales efforts by pursuing attractive acquisition opportunities, which serve to strengthen or extend our market positions and create value even faster.
With a long, proven operating history, FLEETCOR now serves hundreds of thousands of business customers with millions of cardholders making payments to millions of vendors around the world.
However, to help facilitate an understanding of our expansive range of solutions around the world, we describe them in two categories: Corporate Payments solutions, which simplify and automate payments, and Expense Management solutions, which help control and monitor employee spending.
Our Corporate Payments solutions are designed to help businesses streamline the back-office operations associated with making outgoing payments.
Companies save time, cut costs, and manage B2B payment processing more efficiently with our suite of Corporate Payment solutions, including accounts payable (AP) automation, virtual cards, cross-border, and purchasing and T&E cards.
AP Automation – We offer AP automation solutions with options that are purpose-built for the simplest, small business, to the most complex large enterprise.
We initiate, manage and guarantee payment of all company-approved bills to all domestic and international vendors through whichever payment modalities the vendors allow, such as automated clearing house (ACH), wire, check or payment card.
For small/medium sized businesses (SMB), our offering is simple, modern bill pay with invoice scanning and automated workflows, which also syncs to popular accounting systems like QuickBooksTM.
Our mid-market/enterprise option meets the needs of the most complex global enterprises with multiple organizational hierarchies, approval workflows, locations, bank accounts, robust on-demand reporting and seamless integration with Enterprise Resource Planning
[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)
(ERP) systems.
We also provide rich data on the remittance to the supplier, regardless of payment modality, which facilitates invoice reconciliations and payment posting.
By automating the process of paying vendors, businesses of all sizes can reduce the time, costs and fraud risks associated with their payment processes, and refocus on operating their businesses.
Our merchant acceptance network is unique from all others, due to the nature of commercial Virtual Card acceptance, so other issuers’ virtual cards are not interchangeable.
This two-sided transaction, where both payor and receiver are both in our network, provides substantial payment security relative to paper checks or ACH.
We also offer hedging and risk management services to customers, which helps them manage the impact of volatile exchange rates in the course of doing business internationally.
Our customers rely on us to deliver personalized service and customer solutions, with a heavy focus on technology.
We offer a proprietary trading and payments platform that we can "white label" for financial institutions looking to expand their cross-border payment capability, as well as a suite of API products that enables us to embed our full capability directly within the technology of both customers and partners.
Purchasing and T&E cards – We also offer purchasing cards and travel & entertainment (T&E) solutions to our customers.
Employee Expense Management
General
FLEETCOR is a leading global business payment solutions company that simplifies the way businesses manage and pay their expenses.
The FLEETCOR portfolio of brands help companies automate, secure, digitize and control payments on behalf of their employees and suppliers.
We serve businesses, partners, merchants and consumer and payment networks in North America, Latin America, Europe, and Asia Pacific.
FLEETCOR’s predecessor company was organized in the United States in 1986, and FLEETCOR had its initial public offering in 2010 (NYSE: FLT).
Our payment solutions provide our customers with a payment method designed to be superior to 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.
Our solutions are comprised of payment products, networks and associated services.
We group our payment solutions into five primary categories: Fuel, Lodging, Tolls, Corporate Payments and Gift.
Additionally, we provide other complementary payment products including fleet maintenance, employee benefits and long haul transportation-related services.
Each category is unique in its focus, customer base and target markets, but they also share a number of characteristics: customers are primarily businesses, have recurring revenue models, have specialized networks which create barriers to entry, have high EBITDA margins, and have similar selling systems.
Our payment solutions are used in more than 100 countries around the world, with our primary geographies being the U.S., Brazil and the United Kingdom, which combined accounted for approximately 87% of our revenue in 2019.
FLEETCOR’s payment products generally function like a charge card, prepaid card, one-time use virtual card, and electronic RFID (radio-frequency identification), etc. While the actual payment mechanisms vary from category to category, they are structured to afford control and reporting to the end customer.
FLEETCOR owns and operates proprietary networks with well-established brands throughout the world, bringing incremental sales and loyalty to affiliated merchants.
Third-party networks are used to broaden payment product acceptance and use.
We market our products directly through multiple sales channels, including field sales, telesales and digital marketing, and indirectly through our partners, which include major oil companies, leasing companies, petroleum marketers, value-added resellers (VARs) and referral partners.
We believe that our size and scale, product breadth and specialization, geographic reach, proprietary networks, robust distribution capabilities and advanced technology contribute to our industry leading position.
Products and services
We offer specialized payment solutions predominately for commercial businesses.
Our payment solutions are intended to provide our customers with a payment method superior to that which they formerly used, whether they used a competitor’s product or another alternative method such as cash or check.
Our solutions tend to be specialized for specific spend categories, such as fuel or lodging, and/or specific customer segments, such as long haul transportation.
This specialization is manifested in the purchase controls, merchant network, and reporting applicable to the spend category or customer segment.
For example, a fuel card could provide controls on the type of fuel purchased, be accepted only at gas stations for fuel purchases, and provide fuel usage and efficiency reports for a customer’s fleet of vehicles.
The combination of these specialized attributes allows our payment products to compete well against less specialized products such as cash or general purpose credit cards when it comes to controlling purchases within certain spend categories.
Fuel payment product line
Our fuel payment product line is our largest product category, representing approximately 44% of our revenue in 2019.
Our fuel payment products are most often in the form of plastic cards, but also include other forms such as electronic RFID tags, mobile apps and paper vouchers.
While predominately used to purchase fuel, many of our fuel payment products have additional purchasing capabilities to allow customers to purchase non-fuel items such as oil, vehicle maintenance supplies and services and building supplies.
Our fuel payment products, excluding paper vouchers, provide customers with tools and information to control their fuel and other fleet-related operating costs.
The combination of these specialized attributes allows our fuel payment products to compete well against less specialized products such as cash or general purpose credit cards when it comes to controlling fuel purchases.
Depending on our partners’ needs and internal capabilities, we provide our products and services in a variety of combinations ranging from a comprehensive “end-to-end” solution (encompassing issuing, processing and network services) to limited back office processing services.
While we refer to companies with whom we have strategic relationships as “partners,” our legal relationships with these companies are contractual, and do not constitute legal partnerships.
Our contracts with our major oil company partners typically have initial terms of five to ten years with current remaining terms ranging from one to seven years.
North America proprietary networks for fuel payment products
| | |
| --- | --- |
| • | Fuelman network—our primary proprietary fleet card network in the U.S. We have negotiated card acceptance and settlement terms with over 10,400 individual merchants, providing the Fuelman network with approximately 55,000 fueling sites and approximately 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 8,600 truck stops and fuel merchants across the U.S. and Canada. |
| • | Commercial Fueling Network (CFN)—our “members only” fueling network in the U.S. and Canada composed of approximately 2,600 fueling sites owned by CFN members themselves. The majority of these fueling sites are unattended cardlock facilities located in commercial and industrial areas. |
| • | Pacific Pride Fueling network—our "franchise" fueling network in the U.S. composed of approximately 1,100 fueling sites owned by more than 220 franchisees. The majority of these fueling sites are unattended cardlock facilities located in commercial and industrial areas. |
International proprietary networks for fuel payment products
An excerpt. Shown here: 40 of 125 rewritten, 40 of 190 added and 40 of 253 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2020 filing and the FY2019 filing.
Item 3. LEGAL PROCEEDINGS
4 rewritten, 6 added, 13 removed, 19 unchanged
In the ordinary course of business, [removed: we are subject to] [added: the Company is involved in] various pending [removed: and potential] [added: or threatened] legal actions, arbitration proceedings, claims, subpoenas, and matters relating to compliance with laws and regulations (collectively, [removed: legal proceedings).][added: "legal proceedings").]
In October 2017, the [removed: Federal Trade Commission (“FTC”)] [added: FTC] issued a Notice of Civil Investigative Demand to the Company for the production of documentation and a request for responses to written interrogatories.
The Company continues to believe that the FTC’s claims are without [removed: merit.][added: merit and these matters are not and will not be material to the Company’s financial performance.]
Any settlement of this matter, or defense against the lawsuit, could involve costs to the Company, including legal fees, [removed: fines,] [added: redress,] penalties, and remediation expenses.
*Derivative Lawsuits*
Plaintiffs amended their complaint on February 22, 2020.
FLEETCOR filed a motion to dismiss the amended complaint in the Federal Derivative Action on April 17, 2020, which the court granted without leave to amend on October 21, 2020.
Plaintiffs filed a notice of appeal to the United States Court of Appeals for the Eleventh Circuit on November 18, 2020.
The appeal is pending.
At this time, the Company believes the possible range of outcomes includes continuing litigation or discussions leading to a settlement, or the closure of these matters without further action.
*Shareholder Class Action and Derivative Lawsuits*
On June 14, 2017, a shareholder filed a class action complaint in the United States District Court for the Northern District of Georgia against the Company and certain of its officers and directors on behalf of all persons who purchased or otherwise acquired the Company’s stock between February 5, 2016 and May 2, 2017.
On October 13, 2017, the shareholder filed an amended complaint asserting claims on behalf of a class of all persons who purchased or otherwise acquired the Company's common stock between February 4, 2016 and May 3, 2017.
The complaint alleges that the defendants made false or misleading statements regarding fee charges and the reasons for its earnings and growth in certain press releases and other public statements in violation of the federal securities laws.
On July 17, 2019, the court granted plaintiff's motion for class certification.
The complaint seeks unspecified monetary damages, costs, and attorneys’ fees.
On October 3, 2019, the parties executed a term sheet to settle the case for a payment of $50 million for the benefit of the class.
The full settlement amount is covered by the Company’s insurance policies.
On December 12, 2019, the court granted the lead plaintiff’s motion for preliminary approval of the settlement.
The Company disputes the allegations in the complaint and the settlement is without any admission of the allegations in the complaint.
Plaintiffs amended their complaint on February 22, 2020 and FleetCor has an April 10, 2020 date by which to move to dismiss or otherwise respond to the amended complaint in the Federal Derivative Action.
At
this time, in view of the complexity and ongoing nature of the matter, we are unable to estimate a reasonably possible loss or range of loss that we may incur to settle this matter or defend against the lawsuit brought by the FTC.
Cover and table of contents
63 rewritten, 26 added, 10 removed, 44 unchanged
[removed: FORM 10-K][added: FORM 10-K]
| ☒ | [added: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]
For the Fiscal Year [removed: Ended December] [added: Ended December] 31, [removed: 2019][added: 2020]
| ☐ | [added: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]
Commission File [removed: Number 001-35004][added: Number 001-35004]
| Delaware | | | [added: | | | | | |] 72-1074903 | [added: | |]
| (State or other jurisdiction [removed: of incorporation] [added: of incorporation] or organization) | | | [added: | | | | | |] (I.R.S. [removed: Employer Identification] [added: Employer Identification] No.) | [added: | |]
| 3280 Peachtree Road, Suite 2400, | [added: | |] Atlanta, | [added: | |] Georgia | [added: | |] 30305 | [added: | |]
| (Address of principal executive offices) | | | [added: | | | | | |] (Zip Code) | [added: | |]
Registrant’s telephone number, including area code: [removed: (770) 449-0479][added: (770) 449-0479]
| Title of each class | [added: | |] Trading Symbol(s) | [added: | |] Name of each exchange on which registered | [added: | |]
| Common Stock, $0.001 par value per share | [added: | |] FLT | [added: | |] NYSE | [added: | |]
| Large accelerated filer | | [added: | | | |] ☒ | | [added: |] Accelerated filer | | [added: | | | |] ☐ | [added: | |]
| Non-accelerated filer | | [added: | | | |] ☐ (Do not check if a smaller reporting company) | | [added: |] Smaller reporting company | | [added: | | | |] ☐ | [added: | |]
| Emerging growth company | | [added: | | | |] ☐ | | | | | [added: | | | | | | |]
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $23,926,076,537] [added: 20,742,490,287] as of June 30, [removed: 2019,] [added: 2020,] the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing sale price as reported on the New York Stock Exchange.
As of February [removed: 7, 2020,] [added: 12, 2021,] there were [removed: 85,429,057] [added: 83,416,310] 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: 11, 2020] [added: 10, 2021] are incorporated by reference into Part III of this report.
For The Year [removed: Ended December] [added: Ended December] 31, [removed: 2019][added: 2020]
| | | [added: | | | |] Page | [added: | |]
| PART I | | | [added: | | | | | |]
| Item 1. | [removed: [Business](#s3DB79A8C78EA59579411DE064D226306)] | [removed: [4](#s3DB79A8C78EA59579411DE064D226306)] | [added: [Business](#i254c97c3e2c74290a1f6f221b76d49a1_13) | | | [4](#i254c97c3e2c74290a1f6f221b76d49a1_13) | | |]
| Item X. | [added: | |] [Executive Officers of the [removed: Registrant](#sE0A21BCD248057FBBD960593BC1C6D40)] [added: Registrant](#i254c97c3e2c74290a1f6f221b76d49a1_16)] | [removed: [19](#sE0A21BCD248057FBBD960593BC1C6D40)] | [added: | [15](#i254c97c3e2c74290a1f6f221b76d49a1_16) | | |]
| Item 1A. | [added: | |] [Risk [removed: Factors](#s2391F0C103CD54BBA5E45316FBC47392)] [added: Factors](#i254c97c3e2c74290a1f6f221b76d49a1_19)] | [removed: [20](#s2391F0C103CD54BBA5E45316FBC47392)] | [added: | [16](#i254c97c3e2c74290a1f6f221b76d49a1_19) | | |]
| Item 1B. | [added: | |] [Unresolved Staff [removed: Comments](#s8D1053118818507ABF5916DF98EC82A9)] [added: Comments](#i254c97c3e2c74290a1f6f221b76d49a1_22)] | [removed: [40](#s8D1053118818507ABF5916DF98EC82A9)] | [added: | [27](#i254c97c3e2c74290a1f6f221b76d49a1_22) | | |]
| Item 2. | [removed: [Properties](#s3D67F24E9B4A5F95A9BBC621971FE336)] | [removed: [41](#s3D67F24E9B4A5F95A9BBC621971FE336)] | [added: [Properties](#i254c97c3e2c74290a1f6f221b76d49a1_25) | | | [28](#i254c97c3e2c74290a1f6f221b76d49a1_25) | | |]
| Item 3. | [added: | |] [Legal [removed: Proceedings](#s259B59DD777256A6BD5E3D10E6C0068B)] [added: Proceedings](#i254c97c3e2c74290a1f6f221b76d49a1_28)] | [removed: [43](#s259B59DD777256A6BD5E3D10E6C0068B)] | [added: | [29](#i254c97c3e2c74290a1f6f221b76d49a1_28) | | |]
| Item 4. | [added: | |] [Mine Safety [removed: Disclosures](#sEE39B62541CF52469A3A04F4E837A6A7)] [added: Disclosures](#i254c97c3e2c74290a1f6f221b76d49a1_31)] | [removed: [44](#sEE39B62541CF52469A3A04F4E837A6A7)] | [added: | [29](#i254c97c3e2c74290a1f6f221b76d49a1_31) | | |]
| PART II | | | [added: | | | | | |]
| Item 5. | [added: | |] [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#sF5EB545613C455ADBF1A8752EA3D7E57)] [added: Securities](#i254c97c3e2c74290a1f6f221b76d49a1_37)] | [removed: [45](#sF5EB545613C455ADBF1A8752EA3D7E57)] | [added: | [30](#i254c97c3e2c74290a1f6f221b76d49a1_37) | | |]
| Item 6. | [added: | |] [Selected Financial [removed: Data](#sAB46E6EDD92A55CCAC99F7AE52EFF453)] [added: Data](#i254c97c3e2c74290a1f6f221b76d49a1_40)] | [removed: [48](#sAB46E6EDD92A55CCAC99F7AE52EFF453)] | [added: | [32](#i254c97c3e2c74290a1f6f221b76d49a1_40) | | |]
| Item 7. | [added: | |] [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sF216876952CA5240BF6F06B832559C55)] [added: Operations](#i254c97c3e2c74290a1f6f221b76d49a1_43)] | [removed: [50](#sF216876952CA5240BF6F06B832559C55)] | [added: | [33](#i254c97c3e2c74290a1f6f221b76d49a1_43) | | |]
| Item 7A. | [added: | |] [Quantitative and Qualitative Disclosures about Market [removed: Risk](#s23966364A87F5F8BB8536B62B993FA86)] [added: Risk](#i254c97c3e2c74290a1f6f221b76d49a1_46)] | [removed: [76](#s23966364A87F5F8BB8536B62B993FA86)] | [added: | [55](#i254c97c3e2c74290a1f6f221b76d49a1_46) | | |]
| Item 8. | [added: | |] [Financial Statements and Supplementary [removed: Data](#s70D37BA82F1656EC9611AC02C41F5DC0)] [added: Data](#i254c97c3e2c74290a1f6f221b76d49a1_49)] | [removed: [78](#s70D37BA82F1656EC9611AC02C41F5DC0)] | [added: | [57](#i254c97c3e2c74290a1f6f221b76d49a1_49) | | |]
| Item 9. | [added: | |] [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s0C46448FE4E05575A69E0556F1D6C925)] [added: Disclosure](#i254c97c3e2c74290a1f6f221b76d49a1_151)] | [removed: [120](#s0C46448FE4E05575A69E0556F1D6C925)] | [added: | [96](#i254c97c3e2c74290a1f6f221b76d49a1_151) | | |]
| Item 9A. | [added: | |] [Controls and [removed: Procedures](#sC98E2151D6A45F77A091A5B0A844B05D)] [added: Procedures](#i254c97c3e2c74290a1f6f221b76d49a1_154)] | [removed: [120](#sC98E2151D6A45F77A091A5B0A844B05D)] | [added: | [96](#i254c97c3e2c74290a1f6f221b76d49a1_154) | | |]
| Item 9B. | [added: | |] [Other [removed: Information](#s14BF42885BA75BB0BC14072F6904649C)] [added: Information](#i254c97c3e2c74290a1f6f221b76d49a1_157)] | [removed: [122](#s14BF42885BA75BB0BC14072F6904649C)] | [added: | [98](#i254c97c3e2c74290a1f6f221b76d49a1_157) | | |]
| PART III | | | [added: | | | | | |]
| Item 10. | [added: | |] [Directors, Executive Officers and Corporate [removed: Governance](#s603E84AC222E580DAE3AE3E632750B93)] [added: Governance](#i254c97c3e2c74290a1f6f221b76d49a1_163)] | [removed: [123](#s603E84AC222E580DAE3AE3E632750B93)] | [added: | [99](#i254c97c3e2c74290a1f6f221b76d49a1_163) | | |]
| Item 11. | [added: | |] [Executive [removed: Compensation](#s694DE68295B55E78A061AA68166C2541)] [added: Compensation](#i254c97c3e2c74290a1f6f221b76d49a1_166)] | [removed: [123](#s694DE68295B55E78A061AA68166C2541)] | [added: | [99](#i254c97c3e2c74290a1f6f221b76d49a1_166) | | |]
[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Item 16. | | | [Form 10-K Summary](#i254c97c3e2c74290a1f6f221b76d49a1_184) | | | [100](#i254c97c3e2c74290a1f6f221b76d49a1_181) | | |
| | | | [Signatures](#i254c97c3e2c74290a1f6f221b76d49a1_187) | | | [105](#i254c97c3e2c74290a1f6f221b76d49a1_187) | | |
[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)
- regulatory measures, voluntary actions, or changes in consumer preferences, that impact our transaction volume, including social distancing, shelter-in-place, shutdowns of nonessential businesses and similar measures imposed or undertaken in an effort to contain and mitigate the spread of the coronavirus (COVID-19);
See “Risk Factors” in this Annual Report on Form 10-K.
[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)
| | |
| --- | --- |
| | | | |
| --- | --- | --- | --- |
| | | |
| --- | --- | --- |
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| Item 16. | [Form 10-K Summary](#s3db216205c904720a3ebfe0f696ad2a3) | [124](#s152EAFDF245A5217AD46BAFD222B633E) |
| | [Signatures](#s488F2D5D225A5A8B9CCF773F97D7B83D) | [129](#s488F2D5D225A5A8B9CCF773F97D7B83D) |
An excerpt. Shown here: 40 of 63 rewritten, all 26 added and all 10 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2020 filing and the FY2019 filing.
Item 1B. UNRESOLVED STAFF COMMENTS
0 rewritten, 1 added, 0 removed, 1 unchanged
[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)
Item 2. PROPERTIES
1 rewritten, 4 added, 48 removed, 0 unchanged
We lease all of the real property used in our business, except [removed: as noted below.][added: for our headquarters in Mexico City, which we own.]
Our corporate headquarters are located in Atlanta, Georgia where we lease approximately 46,500 square feet of office space.
In addition to our headquarters, we have major operations located in Brentwood, Tennessee; Louisville, Kentucky; Lexington Kentucky, and Peachtree Corners, Georgia.
Our largest offices internationally are located in São Paulo, Brazil; Prague, Czech Republic; and Mexico City, Mexico.
[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)
The following table lists each of our material facilities and its location, use and approximate square footage, at December 31, 2019.
| | | | |
| --- | --- | --- | --- |
| Facility | Use | Approximate size | |
| North America Segment | | Square Feet | |
| Brentwood, Tennessee | Comdata sales, operations and customer support | 135,000 | |
| Louisville, Kentucky | SVS sales, operations and customer support | 66,000 | |
| Lexington, Kentucky | CLS operations | 60,100 | |
| Peachtree Corners, Georgia | Operations | 57,000 | |
| Atlanta, Georgia | Corporate headquarters and operations | 46,500 | |
| Nashville, Tennessee | Comdata operations | 38,300 | |
| Wichita, Kansas | CLC operations and customer support | 38,000 | |
| Beaverton, Oregon | NvoicePay sales, operations and customer support | 32,600 | |
| Toronto, Canada | Cambridge global headquarters | 27,600 | |
| Schaumburg, Illinois | Travelliance sales, operations and customer support | 17,000 | |
| Bloomington, Minnesota | Travelliance sales, operations and customer support | 13,300 | |
| Phoenix, Arizona | Sales | 13,000 | |
| Portland, Oregon | SOLE Financial sales, operations and customer support | 11,100 | |
| Covington, Louisiana | Corporate accounting and treasury | 11,000 | |
| Salem, Oregon | Pacific Pride sales, operations and customer support | 10,000 | |
| Houston, Texas | Credit and collections | 7,400 | |
| Austin, Texas | Comdata operations | 6,700 | |
| New York, New York | Cambridge U.S. headquarters | 5,900 | |
| International Segment | | | |
| Melbourne, Australia | Business Fuel Cards sales | 6,200 | |
| Sao Paulo, Brazil | STP, CTF, VB Servicios and DB headquarters, sales, operations and customer support | 100,300 | |
| Osasco, Brazil | CTF and VB Servicios operations and STP collections and operations | 21,600 | |
| Rio de Janeiro, Brazil | DB Trans and AExpresso headquarters, sales, operations and customer support | 15,300 | |
| Prague, Czech Republic | CCS headquarters and Shell Europe (Germany, Austria, Poland, Hungary, Switzerland, Czech Republic and Slovakia, France, Belgium, Netherlands and Luxembourg) operations, credit and collections, customer service, sales and finance | 38,400 | |
| Nuremberg, Germany | Shell Europe sales | 6,900 | |
| Mexico City, Mexico(1) | Mexico headquarters and operations | 29,200 | |
| Almere, Netherlands | Travelcard headquarters, sales, customer support, operations, credit and collections | 5,600 | |
| Auckland, New Zealand | CardLink headquarters, sales, operations and customer support | 7,200 | |
| Moscow, Russia | PPR and NKT headquarters, sales, customer support, operations, credit and collections | 5,700 | |
| Swindon, United Kingdom | Allstar and TFC operations, sales and customer support, human resources and finance | 18,300 | |
| Meriden, United Kingdom | EPYX headquarters, sales, operations and customer support | 16,500 | |
| London, United Kingdom | Europe headquarters | 15,000 | |
| Walsall, United Kingdom | CHJ Operations, sales and customer support | 9,500 | |
| Ipswich, United Kingdom | Operations, sales and customer support | 6,300 | |
| Sheffield, United Kingdom | r2c operations | 5,900 | |
An excerpt. Shown here: all 1 rewritten, all 4 added and 40 of 48 removed. The counts are complete. For every sentence, read Item 2. PROPERTIES in the FY2020 filing and the FY2019 filing.
Item 4. MINE SAFETY DISCLOSURES
0 rewritten, 1 added, 0 removed, 2 unchanged
[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
13 rewritten, 13 added, 9 removed, 13 unchanged
Our common stock is traded on the New York Stock Exchange (NYSE) under the [removed: symbol “FLT.” As of December 31, 2019, there were 257 holders of record of our common stock.][added: ticker FLT.]
[removed: Our] [added: The Company's] Board of Directors [added: (the "Board")] has approved a stock repurchase program (as updated from time to time, the [removed: "Program"),] [added: "Program")] authorizing the Company to repurchase its common stock from time to time until February 1, 2023.
On October 22, [removed: 2019, our] [added: 2020, the] Board increased the aggregate size of the Program by [removed: $1] [added: $1.0] billion, to [removed: $3.1] [added: $4.1] billion.
On December 14, 2018, as part of the Program, [removed: we] [added: the Company] entered an accelerated share repurchase [removed: ("ASR")] [added: (ASR)] agreement [removed: ("2018] [added: (2018] ASR [removed: Agreement")] [added: Agreement)] with a third-party financial institution to repurchase $220 million of [removed: our] [added: its] common stock.
Pursuant to the 2018 ASR Agreement, [removed: we] [added: the Company] delivered $220 million in cash and received 1,057,035 shares [removed: based] on [removed: a stock price of $176.91 on] December 14, 2018.
On December 18, 2019, [removed: we] [added: the Company] entered [removed: into another ASR] [added: an accelerated stock repurchase] agreement [removed: ("2019] [added: (2019] ASR [removed: Agreement")] [added: Agreement)] with a third-party financial institution to repurchase $500 million of its common stock.
Pursuant to the 2019 ASR Agreement, [removed: we] [added: the Company] delivered $500 million in cash and received 1,431,989 shares [removed: based] on [removed: a stock price of $285.70 on] December 18, 2019.
[removed: We] [added: The Company] accounted for the 2018 [removed: ASR Agreement] and [removed: the] 2019 ASR [removed: Agreement] [added: Agreements, each] as two separate [removed: transactions:] [added: transactions, respectively:] (i) as shares of reacquired common stock for the shares delivered to the Company upon effectiveness of each ASR agreement and (ii) as a forward contract indexed to the Company's common stock for the undelivered shares.
The forward contracts indexed to [removed: our] [added: the Company's] own common stock met the criteria for equity classification, and these amounts were initially recorded in additional paid-in capital.
The following table presents information with respect to purchase of common stock of the Company made during the three months ended December 31, [removed: 2019] [added: 2020] by the Company as defined in Rule 10b-18(a)(3) under the Exchange Act:
| Period | | [added: | | | |] Total Number of Shares Purchased | | | [added: | | |] Average Price Paid Per Share | | | | [added: | |] Total Number of Shares Purchased as Part of the Publicly Announced Plan | | | [added: | | |] Maximum Value that May Yet be Purchased Under the Publicly Announced Plan (in thousands) | | |
The following graph assumes $100 invested on December 31, [removed: 2014,] [added: 2015,] at the closing price [removed: ($148.71)] [added: ($142.93)] 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.
[removed: ][added: ]
As of December 31, 2020, there were 265 holders of record of our common stock.
Since the beginning of the Program, 14,616,942 shares have been repurchased for an aggregate purchase price of $3.1 billion, leaving the Company up to $1.0 billion available under the Program for future repurchases in shares of its common stock.
There were 3,497,285 common shares totaling $940.8 million in 2020; 2,211,866 common shares totaling $636.8 million in 2019 and 4,793,687 common shares totaling $925.7 million in 2018; repurchased under the Program.
An additional 117,751 shares were received on January 29, 2019 upon completion of the 2018 ASR Agreement.
An additional 175,340 shares were received on February 20, 2020 upon completion of the 2019 ASR Agreement.
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| October 1, 2020 through October 31, 2020 | | | | | | 2,176 | | | | | | $ | 241.96 | | | | | 14,437,742 | | | | | | $ | 1,055,150 | |
| November 1, 2020 through November 30, 2020 | | | | | | 62,217 | | | | | | $ | 260.34 | | | | | 14,499,959 | | | | | | $ | 1,038,952 | |
| December 1, 2020 through December 31, 2020 | | | | | | 116,983 | | | | | | $ | 276.23 | | | | | 14,616,942 | | | | | | $ | 1,006,638 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)
[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)
Since the beginning of the Program, 11,119,657 shares have been repurchased for an aggregate purchase price of $2.2 billion, leaving us up to $857 million available under the Program for future repurchases of our common stock, taking into account the full $500 million committed with the 2019 ASR Agreement (defined below), which completed on February 20, 2020.
There were 2,094,115 common shares totaling $603.8 million in 2019; 4,911,438 common shares totaling $958.7 million in 2018, and 2,854,959 common shares totaling $402.4 million in 2017; repurchased under the Program.
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.
The 2019 ASR Agreement was completed February 20, 2020, at which time we received 175,340 additional shares based on a final weighted average per share purchase price during the repurchase period of $306.81.
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| October 1, 2019 through October 31, 2019 | | 49 | | | $ | 297.49 | | | 9,238,809 | | | $ | 1,489,074 | |
| November 1, 2019 through November 30, 2019 | | 149,848 | | | $ | 293.43 | | | 9,388,657 | | | $ | 1,445,105 | |
| December 1, 2019 through December 31, 2019 | | 1,731,000 | | | $ | 287.51 | | | 11,119,657 | | | $ | 947,420 | |
Item 6. SELECTED FINANCIAL DATA
20 rewritten, 22 added, 23 removed, 1 unchanged
The selected [removed: consolidated] financial data set forth below should be read in conjunction with [removed: “Management’s] [added: (i) "Item 7 ‑ Management's] Discussion and Analysis of Financial Condition and Results of [removed: Operations”] [added: Operations," (ii) "Item 8 ‑ Financial Statements] and [removed: our audited] [added: Supplementary Data" and (iii) the historical] consolidated financial statements [added: of the FLEETCOR Technologies, Inc.] and [added: the related] notes [removed: thereto included elsewhere] [added: presented] in this [removed: report.][added: Annual Report on Form 10-K.]
| (in thousands, except per share data) | | [added: | | | | 2020 | | | | | |] 20191 | | | | [added: | |] 20182 | | | | [removed: 2017] | | [added: 2017] | | [removed: 2016] | | | | [removed: 2015] [added: 2016] | | |
| [removed: Consolidated] [added: Income] statement [removed: of income] data: | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]
| Revenues, net | | [added: | | | |] $ | [removed: 2,648,848] [added: 2,388,855] | | | [added: | |] $ | [removed: 2,433,492] [added: 2,648,848] | | | [added: | |] $ | [removed: 2,249,538] [added: 2,433,492] | | | [added: | |] $ | [removed: 1,831,546] [added: 2,249,538] | | | [added: | |] $ | [removed: 1,702,865] [added: 1,831,546] | |
| Operating income | | [added: | | | | 972,265 | | | | | |] 1,231,430 | | | | [added: | |] 1,090,698 | | | | [removed: 883,760] | | [added: 883,760] | | [removed: 754,153] | | | | [removed: 667,534] [added: 754,153] | | |
| Net income | | [added: | | | |] $ | [removed: 895,073] [added: 704,216] | | | [added: | |] $ | [removed: 811,483] [added: 895,073] | | | [added: | |] $ | [removed: 740,200] [added: 811,483] | | | [added: | |] $ | [removed: 452,385] [added: 740,200] | | | [added: | |] $ | [removed: 362,431] [added: 452,385] | |
| [removed: Earnings per share:] [added: Per share data:] | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]
| Basic earnings per share | | [added: | | | |] $ | [removed: 10.36] [added: 8.38] | | | [added: | |] $ | [removed: 9.14] [added: 10.36] | | | [added: | |] $ | [removed: 8.12] [added: 9.14] | | | [added: | |] $ | [removed: 4.89] [added: 8.12] | | | [added: | |] $ | [removed: 3.94] [added: 4.89] | |
| Diluted earnings per share | | [added: | | | |] $ | [removed: 9.94] [added: 8.12] | | | [added: | |] $ | [removed: 8.81] [added: 9.94] | | | [added: | |] $ | [removed: 7.91] [added: 8.81] | | | [added: | |] $ | [removed: 4.75] [added: 7.91] | | | [added: | |] $ | [removed: 3.85] [added: 4.75] | |
| | | [added: | | | |] As of December 31, | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]
| [removed: (in thousands)] | | [added: | | | | 2020 | | | | | |] 2019 | | | | [added: | |] 2018 | | | | [removed: 2017] | | [added: 2017] | | [removed: 2016] | | | | [removed: 2015] [added: 2016] | | |
| [removed: Consolidated balance] [added: Balance] sheet data: | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]
| Cash and cash equivalents | | [added: | | | |] $ | [removed: 1,271,494] [added: 934,900] | | | [added: | |] $ | [removed: 1,031,145] [added: 1,271,494] | | | [added: | |] $ | [removed: 913,595] [added: 1,031,145] | | | [added: | |] $ | [removed: 475,018] [added: 913,595] | | | [added: | |] $ | [removed: 447,152] [added: 475,018] | |
| Restricted cash3 | | [added: | | | | 541,719 | | | | | |] 403,743 | | | | [added: | |] 333,748 | | | | [removed: 217,275] | | [added: 217,275] | | [removed: 168,752] | | | | [removed: 167,492] [added: 168,752] | | |
| Total assets | | [added: | | | | 11,194,579 | | | | | |] 12,248,541 | | | | [added: | |] 11,202,477 | | | | [removed: 11,318,359] | | [added: 11,318,359] | | [removed: 9,626,732] | | | | [removed: 7,889,806] [added: 9,626,732] | | |
| Total debt | | [added: | | | | 4,332,623 | | | | | |] 5,036,785 | | | | [added: | |] 4,819,047 | | | | [removed: 4,518,616] | | [added: 4,518,616] | | [removed: 3,858,233] | | | | [removed: 2,935,000] [added: 3,858,233] | | |
| Total stockholders’ equity | | [added: | | | | 3,355,411 | | | | | |] 3,711,616 | | | | [added: | |] 3,340,180 | | | | [removed: 3,676,522] | | [added: 3,676,522] | | [removed: 3,084,038] | | | | [removed: 2,830,047] [added: 3,084,038] | | |
| 1Reflects the impact of the Company's adoption of ASU 2016-02 "Leases", on January 1, 2019, using a modified retrospective transition method. Under this method, financial results reported in periods prior to 2019 are unchanged. | [added: | |]
| 2 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, [removed: the Company's prior period] [added: financial] results [removed: within its Form 10-K and quarterly reports on Form 10-Q will not be restated] [added: reported in periods prior] to [removed: reflect ASC 606.] [added: 2018 are unchanged.] | [added: | |]
| 3 Restricted cash represents customer deposits repayable, as well as collateral received from customers for cross-currency transactions. | [added: | |]
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | |
| --- | --- | --- |
[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)
We derived the consolidated statement of income and other financial data for the years ended December 31, 2019, 2018 and 2017 and the selected consolidated balance sheet data as of December 31, 2019 and 2018 from the audited consolidated financial statements included elsewhere in this report.
We derived the selected historical financial data for the years ended December 31, 2016 and 2015 and the selected consolidated balance sheets as of December 31, 2017, 2016 and 2015 from our audited consolidated financial statements that are not included in this report.
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Expenses: | | | | | | | | | | | | | | | | | | | | |
| Merchant commissions | | — | | | | — | | | | 113,133 | | | | 104,345 | | | | 108,257 | | |
| Processing | | 530,669 | | | | 487,695 | | | | 429,613 | | | | 355,414 | | | | 331,073 | | |
| Selling | | 204,806 | | | | 182,593 | | | | 170,717 | | | | 131,443 | | | | 109,075 | | |
| General and administrative | | 407,210 | | | | 389,172 | | | | 387,694 | | | | 283,625 | | | | 297,715 | | |
| Depreciation and amortization | | 274,210 | | | | 274,609 | | | | 264,560 | | | | 203,256 | | | | 193,453 | | |
| Other operating expense (income), net | | 523 | | | | 8,725 | | | | 61 | | | | (690 | | ) | | (4,242 | | ) |
| Investment loss, net | | 3,470 | | | | 7,147 | | | | 53,164 | | | | 36,356 | | | | 57,668 | | |
| Other expense (income), net | | 93 | | | | (152,166 | | ) | | (173,436 | | ) | | 2,982 | | | | 2,523 | | |
| Interest expense, net | | 150,048 | | | | 138,494 | | | | 107,146 | | | | 71,896 | | | | 71,339 | | |
| Loss on extinguishment of debt | | — | | | | 2,098 | | | | 3,296 | | | | — | | | | — | | |
| Total other expense (income) | | 153,611 | | | | (4,427 | | ) | | (9,830 | | ) | | 111,234 | | | | 131,530 | | |
| Income before income taxes | | 1,077,819 | | | | 1,095,125 | | | | 893,590 | | | | 642,919 | | | | 536,004 | | |
| Provision for income taxes | | 182,746 | | | | 283,642 | | | | 153,390 | | | | 190,534 | | | | 173,573 | | |
| Weighted average shares outstanding: | | | | | | | | | | | | | | | | | | | | |
| Basic shares | | 86,401 | | | | 88,750 | | | | 91,129 | | | | 92,597 | | | | 92,023 | | |
| Diluted shares | | 90,070 | | | | 92,151 | | | | 93,594 | | | | 95,213 | | | | 94,139 | | |
| |
| --- |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
624 rewritten, 431 added, 256 removed, 438 unchanged
| | [added: | |] Page | [added: | |]
| [Report of Independent Registered Public Accounting [removed: Firm](#sC89FB464AA795CA68C8029398C287AFB)] [added: Firm](#i254c97c3e2c74290a1f6f221b76d49a1_52)] | [removed: [79](#sC89FB464AA795CA68C8029398C287AFB)] | [added: | [58](#i254c97c3e2c74290a1f6f221b76d49a1_52) | | |]
| [Consolidated Balance Sheets at December 31, [removed: 2019] [added: 2020] and [removed: 2018](#s3C880892AEC4541D9C61CE456681E8D0)] [added: 2019](#i254c97c3e2c74290a1f6f221b76d49a1_55)] | [removed: [81](#s3C880892AEC4541D9C61CE456681E8D0)] | [added: | [60](#i254c97c3e2c74290a1f6f221b76d49a1_55) | | |]
| [Consolidated Statements of Income for the Years Ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#s08C121B749BD504BB2B4E8F0701B1F6D)] [added: 2018](#i254c97c3e2c74290a1f6f221b76d49a1_61)] | [removed: [82](#s08C121B749BD504BB2B4E8F0701B1F6D)] | [added: | [61](#i254c97c3e2c74290a1f6f221b76d49a1_61) | | |]
| [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#sBE9AC6E743135A21B88D1CC53019AA40)] [added: 2018](#i254c97c3e2c74290a1f6f221b76d49a1_64)] | [removed: [83](#sBE9AC6E743135A21B88D1CC53019AA40)] | [added: | [62](#i254c97c3e2c74290a1f6f221b76d49a1_64) | | |]
| [Consolidated Statements [removed: of Stockholders’] [added: of](#i254c97c3e2c74290a1f6f221b76d49a1_67) [Stockholders’] Equity for the Years Ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#sC270DD716ADD51F0979161AA0CB8E77D)] [added: 2018](#i254c97c3e2c74290a1f6f221b76d49a1_67)] | [removed: [84](#sC270DD716ADD51F0979161AA0CB8E77D)] | [added: | [63](#i254c97c3e2c74290a1f6f221b76d49a1_67) | | |]
| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#sB604845FD22E5BA1A59F5583BEF20509)] [added: 2018](#i254c97c3e2c74290a1f6f221b76d49a1_73)] | [removed: [85](#sB604845FD22E5BA1A59F5583BEF20509)] | [added: | [64](#i254c97c3e2c74290a1f6f221b76d49a1_73) | | |]
| [Notes to Consolidated Financial [removed: Statements](#s893614652B9B545B99472247A8B0AADE)] [added: Statements](#i254c97c3e2c74290a1f6f221b76d49a1_76)] | [removed: [86](#s893614652B9B545B99472247A8B0AADE)] | [added: | [65](#i254c97c3e2c74290a1f6f221b76d49a1_76) | | |]
We have audited the accompanying consolidated balance sheets of FLEETCOR Technologies, Inc. and subsidiaries (the Company) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] 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: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] 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: 2019,] [added: 2020,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated [removed: March 2, 2020] [added: February 26, 2021] expressed an unqualified opinion thereon.
The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or [removed: disclosures] [added: disclosure] to which it relates.
| | | [added: | | | |] Valuation of Goodwill | [added: | |]
| *Description of the Matter* | | [added: | | | |] At December 31, [removed: 2019,] [added: 2020,] the Company’s goodwill was [removed: $4.8] [added: $4.7] billion. As discussed in Note 2 to the consolidated financial statements, the Company completes an impairment test of goodwill at least annually or more frequently if facts and circumstances indicate that goodwill might be impaired. Goodwill is tested for impairment at the reporting unit level and involves estimating the fair value of each identified reporting unit which is measured based upon, among other factors, a discounted cash flow analysis, as well as market multiples for comparable companies. Auditing the Company's estimate of reporting unit fair value involved a high degree of subjectivity as estimates underlying the determination of reporting unit fair value using the discounted cash flow model were based on significant assumptions that are sensitive to [removed: changes] [added: change] and are affected by expected future market and economic conditions. These assumptions included forecasts for Revenue, net, Earnings before Interest Taxes Depreciation and Amortization (EBITDA), and long-term growth rates as well as the discount [removed: rate,] [added: rates,] which reflected risk-based factors based on the reporting units’ geographical location and business risk. | [added: | |]
| *How We Addressed the Matter in Our Audit* | | [added: | | | |] We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment review process, including controls over management’s review of the significant assumptions described above. For example, we tested controls over management’s review of the reporting units’ long-term growth rates and discount rates used in the determination of the reporting units’ estimated fair values. To test the estimated fair value of the Company’s reporting units, our audit procedures included, among others, assessing the methodologies used by the Company and testing the significant assumptions discussed above, inclusive of the underlying data used by the Company in its development of these assumptions. We involved our valuation specialists to assist us with these procedures. Our valuation specialists evaluated management’s estimation of the discount rates used in the reporting [removed: unit’s] [added: units’] fair value calculations, performed a comparison of market multiples to observable transactions, and independently recalculated the discount rates for the respective reporting units. We also compared earnings forecasts to historical results and, for certain reporting units, to current industry and economic trends, and performed sensitivity analyses of the significant assumptions to evaluate the changes in the fair value of the reporting units that would result from changes in the significant assumptions. | [added: | |]
| | | [added: | | | |] December 31, | | | | | | | [added: | |]
| | | [removed: 20191] | | | | [added: 2020 | | | | | | 2019 | | | | | |] 2018 [added: 1] | | |
| Assets | | | | | | | | | [added: | | | | | |]
| Current assets: | | | | | | | | | [added: | | | | | |]
| Cash and cash equivalents | | [added: | | | |] $ | [removed: 1,271,494] [added: 934,900] | | | [added: | |] $ | [removed: 1,031,145] [added: 1,271,494] | |
| Restricted cash | | [removed: 403,743] | | | | [removed: 333,748] [added: 541,719] | | | [added: | | | 403,743 | | |]
| Accounts and other receivables (less allowance for [removed: doubtful accounts] [added: credit losses] of [removed: $70,890] [added: $86,886] at December 31, [removed: 2019] [added: 2020] and [removed: $59,963] [added: $70,890] at December 31, [removed: 2018)] [added: 2019)] | | [removed: 1,568,961] | | | | [removed: 1,425,815] [added: 1,366,775] | | | [added: | | | 1,568,961 | | |]
| Securitized accounts receivable—restricted for securitization investors | | [removed: 970,973] | | | | [removed: 886,000] [added: 700,000] | | | [added: | | | 970,973 | | |]
| Prepaid expenses and other current assets | | [removed: 403,400] | | | | [removed: 199,278] [added: 412,924] | | | [added: | | | 403,400 | | |]
| Total current assets | | [removed: 4,618,571] | | | | [removed: 3,875,986] [added: 3,956,318] | | | [added: | | | 4,618,571 | | |]
| Property and equipment, net | | [removed: 199,825] | | | | [removed: 186,201] [added: 202,509] | | | [added: | | | 199,825 | | |]
| [removed: Goodwill] | | [removed: 4,833,047] | | | | [added: $ |] 4,542,074 | | | [added: | | $ | 288,397 | | | | | | | | | | | $ | 2,914 | | | | | $ | (338) | | | | | $ | 4,833,047 | |]
| Other intangibles, net | | [removed: 2,341,882] | | | | [removed: 2,407,910] [added: 2,115,882] | | | [added: | | | 2,341,882 | | |]
| Investments | | [removed: 30,440] | | | | [removed: 42,674] [added: 7,480] | | | [added: | | | 30,440 | | |]
| Other assets | | [removed: 224,776] | | | | [removed: 147,632] [added: 193,209] | | | [added: | | | 224,776 | | |]
| Total assets | | [added: | | | |] $ | [removed: 12,248,541] [added: 11,194,579] | | | [added: | |] $ | [removed: 11,202,477] [added: 12,248,541] | |
| Liabilities and stockholders’ equity | | | | | | | | | [added: | | | | | |]
| Current liabilities: | | | | | | | | | [added: | | | | | |]
| Accounts payable | | [added: | | | |] $ | [removed: 1,249,586] [added: 1,054,478] | | | [added: | |] $ | [removed: 1,117,649] [added: 1,249,586] | |
| Accrued expenses | | [removed: 275,511] | | | | [removed: 261,594] [added: 282,681] | | | [added: | | | 275,511 | | |]
| Customer deposits | | [removed: 1,007,631] | | | | [removed: 926,685] [added: 1,175,322] | | | [added: | | | 1,007,631 | | |]
| Securitization facility | | [removed: 970,973] | | | | [removed: 886,000] [added: 700,000] | | | [added: | | | 970,973 | | |]
| Current portion of notes payable and lines of credit | | [removed: 775,865] | | | | [removed: 1,184,616] [added: 505,697] | | | [added: | | | 775,865 | | |]
| Other current liabilities | | [removed: 183,502] | | | | [removed: 118,669] [added: 250,133] | | | [added: | | | 183,502 | | |]
| Total current liabilities | | [removed: 4,463,068] | | | | [removed: 4,495,213] [added: 3,968,311] | | | [added: | | | 4,463,068 | | |]
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | | | | | |
[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)
[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)
February 26, 2021
[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Goodwill | | | | | | 4,719,181 | | | | | | 4,833,047 | | |
[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)
| --- | --- | --- |
| *See accompanying notes.* | | |
[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)
| Net income | | | | | | $ | 704,216 | | | | | $ | 895,073 | | | | | $ | 811,483 | |
[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income | | | | | | — | | | | | | — | | | | | | 704,216 | | | | | | — | | | | | | — | | | | | | 704,216 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Acquisition of common stock | | | | | | — | | | | | | 75,000 | | | | | | — | | | | | | — | | | | | | (924,909) | | | | | | (849,909) | | |
| Issuance of common stock | | | | | | 2 | | | | | | 136,795 | | | | | | — | | | | | | — | | | | | | — | | | | | | 136,797 | | |
| Balance at December 31, 2020 | | | | | | $ | 126 | | | | | $ | 2,749,900 | | | | | $ | 5,416,945 | | | | | $ | (1,363,158) | | | | | $ | (3,448,402) | | | | | $ | 3,355,411 | |
[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | Year Ended Year Ended December 31, | | | | | | | | | | | | | | |
| Net income | | | | | | $ | 704,216 | | | | | $ | 895,073 | | | | | $ | 811,483 | |
| | | | | | | | | | | | | | | | | | | | | |
| Loss on extinguishment of debt | | | | | | — | | | | | | — | | | | | | 2,098 | | |
| Other non-cash operating income2 | | | | | | (1,985) | | | | | | 522 | | | | | | 8,607 | | |
| | | | | | | | | | | | | | | | | | | | | |
| Proceeds from disposal of investment | | | | | | 52,963 | | | | | | — | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | |
| --- | --- |
March 2, 2020
| |
| --- |
| *1Reflects the impact of the Company's adoption of ASU 2016-02 "Leases", on January 1, 2019, using a modified retrospective transition method. Under this method, financial results reported in periods prior to 2019 are unchanged. Refer to footnote 14.* |
| | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Merchant commissions | | — | | | | — | | | | 113,133 | | |
| *2Reflects the impact of the Company's adoption of ASU 2016-02 "Leases", on January 1, 2019, using a modified retrospective transition method. Under this method, financial results reported in periods prior to 2019 are unchanged. Refer to footnote 14.* |
| Reclassification of foreign currency translation gain to investment, net of tax | | — | | | | — | | | | 31,381 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at December 31, 2016 | | $ | 121 | | | $ | 2,074,094 | | | $ | 2,218,721 | | | $ | (666,403 | ) | | $ | (542,495 | ) | | $ | 3,084,038 | |
| Net income | | — | | | | — | | | | 740,200 | | | | — | | | | — | | | | 740,200 | | |
| Acquisition of common stock | | — | | | | — | | | | — | | | | — | | | | (402,393 | | ) | | (402,393 | | ) |
| Issuance of common stock | | 1 | | | | 55,680 | | | | — | | | | — | | | | — | | | | 55,681 | | |
Activity previously included with issuance of common stock.
| Loss on write-off of fixed assets | | 1,819 | | | | 8,793 | | | | — | | |
| Other non-cash operating income | | (1,297 | | ) | | (186 | | ) | | (61 | | ) |
| Non cash investing activity, notes assumed in acquisitions | | $ | — | | | $ | — | | | $ | 29,341 | |
| *1* *Reflects the impact of the Company's adoption of ASU 2016-02 "Leases", on January 1, 2019 using the modified retrospective transition method. The adoption of the Leases guidance resulted in an adjustment to other assets, other current liabilities and other noncurrent liabilities in our consolidated balance sheet for the cumulative effect of applying the standard. Financial results reported in periods prior to 2019 are unchanged.* |
| *2* *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.* |
FLEETCOR Technologies, Inc. and its subsidiaries (the Company) is a leading global business payment solutions company that simplifies the way businesses manage and pay their expenses.
The FLEETCOR portfolio of brands help companies automate, secure, digitize and control payments on behalf of their employees and suppliers.
The Company serves businesses, partners, merchants and consumers and payment networks in North America, Latin America, Europe, and Asia Pacific.
The Company's solutions are comprised of payment products, networks and associated services.
The Company's payment products generally function like a charge card, prepaid card, one-time use virtual card and electronic RFID (radio-frequency identification,), etc. While the actual payment mechanisms vary from category to category, they are structured to afford control and reporting to the end customer.
The Company groups its payments solutions into five primary categories: Fuel, Lodging, Tolls, Corporate Payments and Gift.
Additionally, the Company provides other complementary payment products including fleet maintenance, employee benefits and long haul transportation-related services.
The Company's payment solutions are used in more than 100 countries around the world, with its primary geographies being the U.S., Brazil and the United Kingdom, which combined accounted for approximately 87% of the Company's revenue in 2019.
FLEETCOR owns and operates proprietary networks with well-established brands throughout the world, bringing incremental sales and loyalty to affiliated merchants.
Third-party networks are used to broaden payment product acceptance and use.
The Company markets its products directly through multiple sales channels, including field sales, telesales and digital marketing, and indirectly through our partners, which include major oil companies, leasing companies, petroleum marketers, value-added resellers (VARs) and referral partners.
Credit Risk and Reserve for Losses on Receivables
The Company controls credit risk by performing periodic credit evaluations of its customers.
Payments from customers are generally due within 14 days or less of billing.
The Company routinely reviews its accounts receivable balances and makes provisions from the customer probable doubtful accounts based primarily on the aging of those balances.
Accounts receivable are deemed uncollectible from the customer once they age past 90 days.
The Company also provides an allowance for receivables aged less than 90 days that it expects will be uncollectible based on historical collections experience including
An excerpt. Shown here: 40 of 624 rewritten, 40 of 431 added and 40 of 256 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2020 filing and the FY2019 filing.
Item 9A. CONTROLS AND PROCEDURES
12 rewritten, 5 added, 2 removed, 32 unchanged
As of December 31, [removed: 2019,] [added: 2020,] 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: 2019,] [added: 2020,] 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: 2019.][added: 2020.]
In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in [added: 2013,] *Internal Control-Integrated Framework.* As of December 31, [removed: 2019,] [added: 2020,] management believes that the Company’s internal control over financial reporting is effective based on those criteria.
In connection with management's evaluation, our management team excluded from its assessment of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] the internal controls related to [removed: four] [added: two] subsidiaries that we acquired during the year ended December 31, [removed: 2019,] [added: 2020,] and for which financial results are included in our consolidated financial statements.
These Acquisitions constituted [removed: 6%] [added: 0.7%] of total assets, at December 31, [removed: 2019,] [added: 2020,] and [removed: 2%] [added: 0.4%] of revenues, net for the year then ended.
There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2019,] [added: 2020,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We have audited FLEETCOR Technologies, Inc. and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
In our opinion, FLEETCOR Technologies, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] 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 [removed: NvoicePay, SOLE Financial, r2c,] [added: an acquired business in the lodging space in the U.S.] and [removed: Travelliance,] [added: an acquired fuel card provider in New Zealand,] which [removed: are] [added: is] included in the [removed: 2019] [added: 2020] consolidated financial statements [removed: FLEETCOR Technologies, Inc. and subsidiaries] [added: of the Company] and constituted [removed: 6%] [added: 0.7%] of total assets as of December 31, [removed: 2019] [added: 2020] and [removed: 2%] [added: 0.4%] of revenues, net for the year then ended.
Our audit of internal control over financial reporting of [removed: FLEETCOR Technologies, Inc. and subsidiaries] [added: the Company] also did not include an evaluation of the internal control over financial reporting of [removed: NvoicePay, SOLE Financial, r2c, and Travelliance.][added: these acquired businesses.]
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 Company as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] and the related notes and our report dated [removed: March 2, 2020] [added: February 26, 2021] expressed an unqualified opinion thereon.
On August 10, 2020, we acquired a business in the lodging space in the U.S. On November 30, 2020, we completed the acquisition of a fuel card provider in New Zealand.
Collectively we refer to these transactions as the Acquisitions.
[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)
February 26, 2021
[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)
On April 1, 2019, we acquired NvoicePay, a provider of full accounts payable automation for business in the U.S. On April 1, 2019, we acquired r2c, a fleet maintenance, compliance and workshop management software provider in the U.K. On July 8, 2019, we acquired SOLE Financial, a payroll card provider in the U.S. On October 1, 2019, we acquired Travelliance, an airline lodging provider in the U.S. Collectively we refer to these transactions as the Acquisitions.
March 2, 2020
Item 9B. OTHER INFORMATION
0 rewritten, 1 added, 0 removed, 2 unchanged
[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
2 rewritten, 0 added, 0 removed, 6 unchanged
Information about our directors may be found under the caption [removed: “Nominees”] [added: “Director Nominees”] and “Continuing Directors” in our Proxy Statement for the Annual Meeting of Shareholders to be held June [removed: 11, 2020] [added: 10, 2021] (the “Proxy Statement”).
Information about our Audit Committee may be found under the caption “Board [added: Meetings and] Committees” in the Proxy Statement.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
The information in the Proxy Statement set forth under the captions “Director Compensation,” [removed: “Named] [added: “2020 Named] Executive Officer Compensation,” “Compensation Committee Report,” and “Compensation Committee Interlocks and Insider Participation” is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
1 rewritten, 0 added, 0 removed, 1 unchanged
The information in the Proxy Statement set forth under the captions [removed: “Securities Authorized for Issuance Under Equity Compensation Plans,”] “Information Regarding Beneficial Ownership of Principal Shareholders, Directors, and Management” and “Equity Compensation Plan Information” is incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
1 rewritten, 0 added, 0 removed, 1 unchanged
The information set forth in the Proxy Statement under the captions “Director Independence” and “Certain Relationships and [removed: Related] [added: Related-Party] Transactions” is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
0 rewritten, 1 added, 0 removed, 2 unchanged
[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
71 rewritten, 85 added, 8 removed, 5 unchanged
| | [added: | |] Page | [added: | |]
| [Report of Independent Registered Public Accounting [removed: Firm](#sC89FB464AA795CA68C8029398C287AFB)] [added: Firm](#i254c97c3e2c74290a1f6f221b76d49a1_52)] | [removed: [79](#sC89FB464AA795CA68C8029398C287AFB)] | [added: | [58](#i254c97c3e2c74290a1f6f221b76d49a1_52) | | |]
| [Consolidated [removed: Balance Sheets at] [added: Balance](#i254c97c3e2c74290a1f6f221b76d49a1_55) [Sheets](#i254c97c3e2c74290a1f6f221b76d49a1_55) [at] December 31, [removed: 2019 and 2018](#s3C880892AEC4541D9C61CE456681E8D0)] [added: 20](#i254c97c3e2c74290a1f6f221b76d49a1_55)[20](#i254c97c3e2c74290a1f6f221b76d49a1_55) [and 201](#i254c97c3e2c74290a1f6f221b76d49a1_55)9] | [removed: [81](#s3C880892AEC4541D9C61CE456681E8D0)] | [added: | [60](#i254c97c3e2c74290a1f6f221b76d49a1_55) | | |]
| [Consolidated Statements of Income for the Years Ended December 31, [removed: 2019, 2018 and 2017](#s08C121B749BD504BB2B4E8F0701B1F6D)] [added: 20](#i254c97c3e2c74290a1f6f221b76d49a1_61)[20](#i254c97c3e2c74290a1f6f221b76d49a1_61)[, 201](#i254c97c3e2c74290a1f6f221b76d49a1_61)[9](#i254c97c3e2c74290a1f6f221b76d49a1_61) [and 201](#i254c97c3e2c74290a1f6f221b76d49a1_61)8] | [removed: [82](#s08C121B749BD504BB2B4E8F0701B1F6D)] | [added: | [61](#i254c97c3e2c74290a1f6f221b76d49a1_61) | | |]
| [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2019, 2018 and 2017](#sBE9AC6E743135A21B88D1CC53019AA40)] [added: 20](#i254c97c3e2c74290a1f6f221b76d49a1_64)[20](#i254c97c3e2c74290a1f6f221b76d49a1_64)[, 201](#i254c97c3e2c74290a1f6f221b76d49a1_64)[9](#i254c97c3e2c74290a1f6f221b76d49a1_64) [and 201](#i254c97c3e2c74290a1f6f221b76d49a1_64)8] | [removed: [83](#sBE9AC6E743135A21B88D1CC53019AA40)] | [added: | [62](#i254c97c3e2c74290a1f6f221b76d49a1_64) | | |]
| [Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, [removed: 2019, 2018 and 2017](#sC270DD716ADD51F0979161AA0CB8E77D)] [added: 20](#i254c97c3e2c74290a1f6f221b76d49a1_67)[20](#i254c97c3e2c74290a1f6f221b76d49a1_67)[, 201](#i254c97c3e2c74290a1f6f221b76d49a1_67)[9](#i254c97c3e2c74290a1f6f221b76d49a1_67) [and 201](#i254c97c3e2c74290a1f6f221b76d49a1_67)8] | [removed: [84](#sC270DD716ADD51F0979161AA0CB8E77D)] | [added: | [63](#i254c97c3e2c74290a1f6f221b76d49a1_67) | | |]
| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2019, 2018 and 2017](#sB604845FD22E5BA1A59F5583BEF20509)] [added: 20](#i254c97c3e2c74290a1f6f221b76d49a1_73)[20](#i254c97c3e2c74290a1f6f221b76d49a1_73)[, 201](#i254c97c3e2c74290a1f6f221b76d49a1_73)[9](#i254c97c3e2c74290a1f6f221b76d49a1_73) [and 201](#i254c97c3e2c74290a1f6f221b76d49a1_73)8] | [removed: [85](#sB604845FD22E5BA1A59F5583BEF20509)] | [added: | [64](#i254c97c3e2c74290a1f6f221b76d49a1_73) | | |]
| [Notes to Consolidated Financial [removed: Statements](#s893614652B9B545B99472247A8B0AADE)] [added: Statements](#i254c97c3e2c74290a1f6f221b76d49a1_76)] | [removed: [86](#s893614652B9B545B99472247A8B0AADE)] | [added: | [65](#i254c97c3e2c74290a1f6f221b76d49a1_76) | | |]
| Exhibit no. | | | [added: | | |]
| [3.1](http://www.sec.gov/Archives/edgar/data/1175454/000119312511078175/dex31.htm) | | [added: |] Amended and Restated Certificate of Incorporation of FLEETCOR Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the registrant’s Annual Report on Form 10-K, File No. 001-35004, filed with SEC on March 25, 2011) | [added: | |]
| [3.2](http://www.sec.gov/Archives/edgar/data/1175454/000129993318000095/exhibit1.htm) | | [added: |] Certificate of Amendment to the Amended and Restated Certificate of Incorporation of FLEETCOR Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K, File No. 001-35004, filed with the SEC on June 8, 2018) | [added: | |]
| [3.3](http://www.sec.gov/Archives/edgar/data/1175454/000117545419000020/ex3120190614certificateofa.htm) | | [added: |] Certificate of Amendment to the Amended and Restated Certificate of Incorporation of FLEETCOR Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K, File No. 001-35004, filed with the SEC on June 14, 2019) | [added: | |]
| [3.4](http://www.sec.gov/Archives/edgar/data/1175454/000129993318000095/exhibit1.htm) | | [added: |] Amended and Restated Bylaws of [removed: FleetCor] [added: FLEETCOR] Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the [removed: Registrant’s Annual] [added: registrant’s Current] Report on Form 8-K, File No. 001-35004, filed with the SEC on [removed: January 29, 2018)] [added: October 28, 2020)] | [added: | |]
| [4.1](http://www.sec.gov/Archives/edgar/data/1175454/000119312510149947/dex41.htm) | | [added: |] Form of Stock Certificate for Common Stock (incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on June 29, 2010) | [added: | |]
| [removed: [4.2](https://www.sec.gov/Archives/edgar/data/1175454/000117545420000008/descriptionoffleetcort.htm)] [added: [4.2](http://www.sec.gov/Archives/edgar/data/1175454/000117545420000008/descriptionoffleetcort.htm)] | | [added: |] Description of FLEETCOR Technologies, Inc. Common Stock Registered under Section 12 of the Securities Exchange Act [added: (incorporated by reference to Exhibit 4.2 to the registrant’s Form 10-K, File No. 001-35004, filed with the SEC on March 2, 2020)] | [added: | |]
| [10.1*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510149947/dex101.htm) | | [added: |] Form of Indemnity Agreement entered into between FLEETCOR and its directors and executive officers (incorporated by reference to Exhibit 10.1 to Amendment No. 3 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on June 29, 2010) | [added: | |]
| [10.2*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510124434/dex102.htm) | | [added: |] FLEETCOR Technologies, Inc. Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to Amendment No. 1 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on May 20, 2010) | [added: | |]
| [10.3*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510124434/dex103.htm) | | [added: |] First Amendment to FLEETCOR Technologies, Inc. Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to Amendment No. 1 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on May 20, 2010) | [added: | |]
| [10.4*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510124434/dex104.htm) | | [added: |] Second Amendment to FLEETCOR Technologies, Inc. Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to Amendment No. 1 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on May 20, 2010) | [added: | |]
| [10.5*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510124434/dex105.htm) | | [added: |] Third Amendment to FLEETCOR Technologies, Inc. Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to Amendment No. 1 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on May 20, 2010) | [added: | |]
| [10.6*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510124434/dex106.htm) | | [added: |] Fourth Amendment to FLEETCOR Technologies, Inc. Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to Amendment No. 1 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on May 20, 2010) | [added: | |]
| [10.7*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510124434/dex107.htm) | | [added: |] Form of Incentive Stock Option Award Agreement pursuant to the FLEETCOR Technologies, Inc. Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to Amendment No. 1 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on May 20, 2010) | [added: | |]
| [10.8*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510124434/dex108.htm) | | [added: |] Form of Non-Qualified Stock Option Award Agreement pursuant to the FLEETCOR Technologies, Inc. Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 10.8 to Amendment No. 1 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on May 20, 2010) | [added: | |]
| [10.9*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510124434/dex109.htm) | | [added: |] Form of Performance Share Restricted Stock Agreement pursuant to the FLEETCOR Technologies, Inc. Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 10.9 to Amendment No. 1 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on May 20, 2010) | [added: | |]
| [10.10*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510134183/dex1012.htm) | | [added: |] FLEETCOR Technologies, Inc. Annual Executive Bonus Program (incorporated by reference to Exhibit [removed: 10.11] [added: 10.12] to Amendment No. 2 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on June 8, 2010) | [added: | |]
| [10.11*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510134183/dex1012.htm) | | [added: |] Employee Noncompetition, Nondisclosure and Developments Agreement, dated September 25, 2000, between Fleetman, Inc. and Ronald F. Clarke (incorporated by reference to Exhibit 10.12 to Amendment No. 2 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on June 8, 2010) | [added: | |]
| [10.12*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510134183/dex1013.htm) | | [added: |] Offer Letter, dated September 20, 2002, between FLEETCOR Technologies, Inc. and Eric R. Dey (incorporated by reference to Exhibit 10.13 to Amendment No. 2 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on June 8, 2010) | [added: | |]
| [removed: [10.13*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510134183/dex1016.htm)] [added: [10.13](http://www.sec.gov/Archives/edgar/data/1175454/000119312510134183/dex1017.htm)] | | [removed: Service] [added: | Sixth Amended and Restated Registration Rights] Agreement, dated [removed: July 9, 2007,] [added: April 1, 2009,] between FLEETCOR Technologies, Inc. and [removed: Andrew R. Blazye] [added: each of the stockholders party thereto] (incorporated by reference to Exhibit [removed: 10.16] [added: 10.17] to Amendment No. 2 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on June 8, 2010) | [added: | |]
| [removed: [10.14](http://www.sec.gov/Archives/edgar/data/1175454/000119312510134183/dex1017.htm)] [added: [10.21*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1043.htm)] | | [removed: Sixth] [added: |] Amended and Restated [removed: Registration Rights] [added: Employee Noncompetition, Nondisclosure and Developments] Agreement, dated [removed: April 1, 2009,] [added: November 29, 2010,] between FLEETCOR Technologies, Inc. and [removed: each of the stockholders party thereto] [added: Ronald F. Clarke] (incorporated by reference to Exhibit [removed: 10.17] [added: No. 10.43] to Amendment No. [removed: 2] [added: 6] to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on [removed: June 8,] [added: November 30,] 2010) | [added: | |]
| [removed: [10.15](http://www.sec.gov/Archives/edgar/data/1175454/000119312511078175/dex1017.htm)] [added: [10.14](http://www.sec.gov/Archives/edgar/data/1175454/000119312511078175/dex1017.htm)] | | [added: |] First Amendment to Sixth Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit No. 10.17 to the registrant’s form 10-K, File No. 001-35004. with the SEC on March 25, 2011) | [added: | |]
| [removed: [10.16](http://www.sec.gov/Archives/edgar/data/1175454/000119312510149947/dex1037.htm)] [added: [10.15](http://www.sec.gov/Archives/edgar/data/1175454/000119312510149947/dex1037.htm)] | | [added: |] Form of Indemnity Agreement to be entered into between FLEETCOR and representatives of its major stockholders (incorporated by reference to Exhibit 10.37 to Amendment No. 3 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on June 29, 2010) | [added: | |]
| [removed: [10.17](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1038.htm)] [added: [10.16](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1038.htm)] | | [added: |] Form of Director Restricted Stock Grant Agreement pursuant to the FLEETCOR Technologies, Inc. 2010 Equity Compensation Plan (incorporated by reference to Exhibit 10.38 to Amendment No. 6 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on November 30, 2010) | [added: | |]
| [removed: [10.18*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1039.htm)] [added: [10.17*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1039.htm)] | | [added: |] Form of Employee Performance Share Restricted Stock Agreement pursuant to the FLEETCOR Technologies, Inc. 2010 Equity Compensation Plan (incorporated by reference to Exhibit 10.39 to Amendment No. 6 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on November 30, 2010) | [added: | |]
| [removed: [10.19*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1040.htm)] [added: [10.18*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1040.htm)] | | [added: |] Form of Employee Incentive Stock Option Award Agreement pursuant to the FLEETCOR Technologies, Inc. 2010 Equity Compensation Plan (incorporated by reference to Exhibit 10.40 to Amendment No. 6 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on November 30, 2010) | [added: | |]
| [removed: [10.20*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1041.htm)] [added: [10.19*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1041.htm)] | | [added: |] Form of Employee Non-Qualified Stock Option Award Agreement pursuant to the FLEETCOR Technologies, Inc. 2010 Equity Compensation Plan (incorporated by reference to Exhibit 10.41 to Amendment No. 6 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on November 30, 2010) | [added: | |]
| [removed: [10.21](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1042.htm)] [added: [10.20](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1042.htm)] | | [added: |] Form of Director Non-Qualified Stock Option Award Agreement pursuant to the FLEETCOR Technologies, Inc. 2010 Equity Compensation Plan (incorporated by reference to Exhibit 10.42 to Amendment No. 6 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on November 30, 2010) | [added: | |]
| [removed: [10.22*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1043.htm)] [added: [10.30](http://www.sec.gov/Archives/edgar/data/1175454/000119312515073581/d831300dex1035.htm)] | | [removed: Amended and Restated Employee Noncompetition, Nondisclosure and Developments] [added: | Investor Rights] Agreement, dated November [removed: 29, 2010,] [added: 14, 2014,] between FLEETCOR Technologies, Inc. and [removed: Ronald F. Clarke] [added: Ceridian LLC] (incorporated by reference to Exhibit [removed: No. 10.43 to Amendment No. 6] [added: 10.35] to the registrant’s [removed: Registration Statement on] Form [removed: S-1,] [added: 10-K,] File No. [removed: 333-166092,] [added: 001-35004,] filed with the SEC on [removed: November 30, 2010)] [added: March 2, 2015)] | [added: | |]
| [removed: [10.23](http://www.sec.gov/Archives/edgar/data/1175454/000119312512225964/d330922dex101.htm)] [added: [10.22](http://www.sec.gov/Archives/edgar/data/1175454/000119312512225964/d330922dex101.htm)] | | [added: |] Arrangement Agreement Among FLEETCOR Luxembourg Holdings2 S.À.R.L, FLEETCOR Technologies, Inc. and CTF Technologies, Inc. (incorporated by reference to Exhibit 10.1 to the registrant’s Form 10-Q, File No. 001-35004, filed with the SEC on May 10, 2012) | [added: | |]
| [removed: [10.24](http://www.sec.gov/Archives/edgar/data/1175454/000119312512482204/d445230dex101.htm)] [added: [10.29](http://www.sec.gov/Archives/edgar/data/1175454/000119312515073581/d831300dex1034.htm)] | | [removed: Repurchase Agreement,] [added: | Receivables Purchase and Sale Agreement] dated [added: as of] November [removed: 26, 2012,] [added: 14, 2014,] among [added: Comdata TN, Inc. and Comdata Network, Inc. of California, as] the [removed: Company] [added: sellers,] and [added: Comdata Inc., as] the [removed: Repurchase Stockholders] [added: buyer] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.34] to the registrant’s Form [removed: 8-K,] [added: 10-K,] File No. 001-35004, filed with the SEC on [removed: November 27, 2012)] [added: March 2, 2015)] | [added: | |]
| [removed: [10.25](http://www.sec.gov/Archives/edgar/data/1175454/000129993318000137/exhibit1.htm)*] [added: [10.23](http://www.sec.gov/Archives/edgar/data/1175454/000129993318000137/exhibit1.htm)*] | | [added: |] FLEETCOR Technologies, Inc. 2010 Equity Compensation Plan, as amended and restated effective February 7, 2018 (incorporated by reference from Appendix A to Exhibit 10.1 to the registrant's Form 8-K, File No. 001-35004, File No. 001-35004, filed with the SEC on February 12, 2018) | [added: | |]
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | | | | | |
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | |
| --- | --- |
| | | |
| --- | --- | --- |
| [10.36*](http://www.sec.gov/Archives/edgar/data/1175454/000119312516485752/d18451dex1038.htm) | | Employee agreement on confidentiality, work product, non-competition, and non-solicitation (incorporated by reference to Exhibit 10.38 to the registrant's Form 10-K, File No. 001-35004, filed with the SEC on February 29, 2016) |
| [10.44](http://www.sec.gov/Archives/edgar/data/1175454/000117545418000023/alexeygavrilenyaofferlette.htm) | | Offer letter, dated September 10, 2015, between FLEETCOR Technologies, Inc. and Alexey Gavrilenya (incorporated by reference to Exhibit 10.1 to the registrant's Form 10-Q, File No. 001-35004, filed with the SEC on May 10, 2018) |
| [10.48](http://www.sec.gov/Archives/edgar/data/1175454/000117545419000017/krantzofferletter.htm) | | Offer Letter, dated March 30, 2018, between FLEETCOR Technologies, Inc. and David Krantz (incorporated by reference to exhibit 10.1 to the registrant's Form 10-Q, File No. 001-35004, filed with the SEC on May 10, 2019) |
| [10.49](http://www.sec.gov/Archives/edgar/data/1175454/000117545419000017/kurtadamsletter.htm) | | Offer Letter, dated August14, 2015, between FLEETCOR Technologies, Inc. and Kurt Adams (incorporated by reference to exhibit 10.2 to the registrant's Form 10-Q, File No. 001-35004, filed with the SEC on May 10, 2019) |
An excerpt. Shown here: 40 of 71 rewritten, 40 of 85 added and all 8 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2020 filing and the FY2019 filing.
Item 16. FORM 10-K SUMMARY
26 rewritten, 22 added, 3 removed, 1 unchanged
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned; thereunto duly authorized, in the City of Atlanta, State of Georgia, on [removed: March 2, 2020.][added: February 26, 2021.]
| FLEETCOR Technologies, Inc. | | | [added: | | | | | |]
| By: | | [added: | | | |] /S/ RONALD F. CLARKE | [added: | |]
| | | [added: | | | |] Ronald F. Clarke | [added: | |]
| | | [added: | | | |] President and Chief Executive Officer | [added: | |]
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of registrant and in the capacities indicated on [removed: March 2, 2020.][added: February 26, 2021.]
| Signature | | [added: | | | |] Title | [added: | |]
| /S/ RONALD F. CLARKE | | [added: | | | |] President, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) | [added: | |]
| Ronald F. Clarke | | | [added: | | | | | |]
| /S/ [removed: ERIC] [added: CHARLES] R. [removed: DEY] [added: FREUND] | | [added: | | | |] Chief Financial Officer (Principal Financial [removed: Officer and Principal Accounting] Officer) | [added: | |]
| /s/ MICHAEL BUCKMAN | | [added: | | | |] Director | [added: | |]
| Michael Buckman | | | [added: | | | | | |]
| /s/ JOSEPH W. FARRELLY | | [added: | | | |] Director | [added: | |]
| Joseph W. Farrelly | | | [added: | | | | | |]
| /s/ THOMAS M. HAGERTY | | [added: | | | |] Director | [added: | |]
| Thomas M. Hagerty | | | [added: | | | | | |]
| /s/ MARK A. JOHNSON | | [added: | | | |] Director | [added: | |]
| Mark A. Johnson | | | [added: | | | | | |]
| /s/ RICHARD MACCHIA | | [added: | | | |] Director | [added: | |]
| Richard Macchia | | | [added: | | | | | |]
| /s/ HALA G. MODDELMOG | | [added: | | | |] Director | [added: | |]
| Hala G. Moddelmog | | | [added: | | | | | |]
| /s/ JEFFREY S. SLOAN | | [added: | | | |] Director | [added: | |]
| Jeffrey S. Sloan | | | [added: | | | | | |]
| /s/ STEVEN T. STULL | | [added: | | | |] Director | [added: | |]
| Steven T. Stull | | | [added: | | | | | |]
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | |
| | | | | | | | | |
| Charles R. Freund | | | | | | | | |
| | | | | | | | | |
| /S/ ALISSA B. VICKERY | | | | | | Chief Accounting Officer (Principal Accounting Officer) | | |
| Alissa B. Vickery | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| /s/ ARCHIE L. JONES, JR. | | | | | | Director | | |
| Archie L. Jones, Jr. | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | |
| --- | --- | --- |
| Eric R. Dey | | |