Corpay (CPAY) 10-K risk factor changes: FY2021 vs FY2020

The extent to which the outbreak of the novel strain of the coronavirus [removed: (COVID-19)] [added: (COVID-19), the continuing spread of its variants] 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) [removed: has globally] [added: and its variants have] spread throughout [removed: other areas such as Asia, Europe,] the [removed: Middle East, and North America] [added: globe] 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 [removed: shutdowns.][added: shutdowns, as well as uncertainty regarding the scope or enforceability of vaccine mandates in certain jurisdictions.]

In addition, these measures have adversely impacted and may further impact our [removed: workforce] [added: ability, or the cost] and [added: expense incurred by us, to attract, retain, and develop our workforce, or otherwise impact our] operations and the operations [added: or workforces] of our customers, suppliers and business partners.

The spread of the coronavirus [removed: has] [added: previously] caused us to modify our business practices (including employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences), and [added: subject to variations in infection levels in various jurisdictions,] we may take [added: renewed or] 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, [removed: distribution,] [added: the distribution of vaccines,] efficacy to new strains of the virus and the public's willingness to get vaccinated [added: or receive booster doses] could limit their impact and extend the duration of the pandemic.

In addition, [removed: the] [added: any ongoing] impact of COVID-19 on macroeconomic conditions may impact the proper functioning of financial and capital markets, foreign currency exchange rates, [added: inflation and increasing] commodity prices, including fuel prices, [removed: and] interest [removed: rates.][added: rates and the ongoing impact of the pandemic on the global supply chain.]

Even after the COVID-19 global pandemic has [removed: subsided or,] [added: subsided,] 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.

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

If [removed: an international payments] [added: a] customer becomes insolvent, files for bankruptcy, commits fraud or otherwise fails to pay us, we may be exposed to the value of an offsetting position with such counterparties for the derivatives or may bear financial risk for those receivables where we have offered trade credit.

For the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] our bad debt expense was [removed: $158.5] [added: $37.9] million and [removed: $74.3] [added: $158.5] million, or [removed: 15] [added: 3] bps and [removed: 6] [added: 15] bps of total billings, respectively.

Revenues for late fees and finance charges represent 4% of our consolidated revenue for the year ended December 31, [removed: 2020.][added: 2021.]

Our primary competitors in the North American Fuel [removed: solution] [added: solutions] 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: If] price competition continues to intensify, we may have to increase the incentives that we offer to our customers, decrease the prices of our solutions or lose customers, each of which could adversely affect our operating results.

[added: In Fuel solutions, major oil] companies, petroleum marketers and large financial institutions may choose to integrate fuel card services as a complement to their existing or complementary card products and services to adapt more quickly to new or emerging [removed: technologies] [added: technologies, such as electric vehicles,] and changing opportunities, standards or customer requirements.

We believe [removed: in 2020,] [added: during the year ended December 31, 2021,] approximately [removed: 11%] [added: 12%] of our consolidated revenue was directly influenced by the absolute price of fuel.

Approximately [removed: 8%] [added: 5%] of our consolidated revenue [removed: in 2020] [added: during the year ended December 31, 2021] was derived from transactions where our revenue is tied to fuel price spreads.

When our fleet customers purchase fuel, certain arrangements in our Fuel [removed: solution generates] [added: solutions generate] revenue as a percentage of the fuel transaction purchase amount and other arrangements generate revenue based on fuel price spreads.

Our Cross-Border solution depends on our relationships with banks and other financial institutions around the world, which may [removed: from] impose fees, restrictions and compliance burdens on us that make our operations more difficult or expensive.

Any factors that increase the cost of cross-border trade for us or our customers or that restrict, delay, or make cross-border trade more difficult or impractical, such as trade policy [added: (including restrictions arising out of the Russian and Ukrainian conflict)] or higher tariffs, could negatively impact our revenues and harm our business.

[added: The promotion of] our brands will require us to make substantial expenditures, and we anticipate that the expenditures will increase as our markets become more competitive and we expand into new markets.

For the year ended December 31, [removed: 2020,] [added: 2021,] approximately [removed: 39%] [added: 37%] of our revenue was denominated in currencies other than the U.S. dollar (primarily, British pound, Brazilian real, Canadian dollar, Russian ruble, Mexican peso, Czech koruna, Euro, Australian dollar and New Zealand dollar).

We have foreign operations in, or provide services for [removed: commercial card accounts] [added: customers] in more than [removed: 100] [added: 150] countries throughout North America, South America, Europe, Africa, Oceania and Asia.

[removed: Specifically,] [added: Also,] the recent exit of the U.K. from the European Union (often referred to as Brexit) may create significant administrative burdens and additional compliance costs for our European operations by interrupting or effectively terminating U.K.-based licenses that we hold to conduct financial transactions within the European Union.

The uncertainty surrounding [removed: the terms of the U.K.’s withdrawal and its consequences] [added: these events] could [removed: also] adversely impact consumer and investor confidence, and the level of consumer purchases of discretionary items and retail [removed: products, including our] products [removed: in the U.K. and the European Union.][added: globally.]

We may incur substantial losses due to fraudulent use of our payment [removed: cards or vouchers.][added: solutions.]

Under certain circumstances, when we fund customer transactions, we may bear the risk of substantial losses due to fraudulent use of our payment [removed: cards or vouchers.][added: solutions.]

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

Our [removed: Fuel, Payroll Card and Gift] [added: payment] solutions' results are subject to seasonality, which could result in fluctuations in our quarterly net income.

Our Gift [removed: solution is] [added: solutions are] typically subject to seasonal fluctuations in revenues as a result of consumer spending patterns.

[removed: Historically] [added: Historically,] Gift revenues have been strongest in the third and fourth quarters and weakest in the first and second quarters, as the retail industry has its highest level of activity during and leading up to the Christmas holiday season.

Any of these claims might require us to defend potentially protracted and costly litigation on their behalf, regardless of the [added: merits of these claims, because under certain conditions we may agree to indemnify our customers from third-party claims of intellectual property infringement.]

The market for qualified individuals is competitive, [added: especially in certain fields, including information technology,] and we may not be able to attract and retain qualified personnel or candidates to replace or succeed members of our senior management team or other key personnel.

[removed: Changes in this regulatory environment,] including changing interpretations and the implementation of new or varying regulatory requirements by the government, may significantly affect or change the manner in which we currently conduct some aspects of our business.

Rules adopted under the Dodd-Frank Act by the CFTC, provisions of the European Market Infrastructure Regulation and its technical standards, as well as derivative reporting in Canada and the U.S., have subjected certain of the foreign exchange derivative contracts we offer to our customers as part of our Cross-Border solutions to reporting, record keeping, and other [added: requirements.]

Further, these types of matters could divert our management’s attention and other resources away from our [added: business.In addition, from time to time, we have had, and expect to continue to receive, inquiries from regulatory bodies and administrative agencies relating to the operation of our] business.

These laws and regulations generally prohibit and our employees, consultants and agents from bribing, being bribed or making [removed: other prohibited payments to government officials or other persons to obtain or retain business or gain some other business advantage.]

At December 31, [removed: 2020,] [added: 2021,] we had approximately [removed: $4.3] [added: $6.0] billion of debt outstanding under our Credit Facility and Securitization Facility.

See “Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations-Contractual Obligations;”][added: Operations-Material Cash Requirements and Uses of Cash;”]

- we are exposed to the risk of increased interest rates because certain of our borrowings are subject to variable [added: or floating] rates of interest.

In such event, we may not be able to successfully execute our EV strategy, which could further adversely impact our business.

If

In order to remain competitive and to continue to increase our revenues and earnings, we must continually and quickly update our services, a process that could result in higher costs and the loss of revenues, earnings and customers if the new services do not perform as intended or are not accepted in the marketplace.

The payments technology industry in which we compete is characterized by rapid technological change, new product introductions, evolving industry standards and changing customer needs.

In order to remain competitive, we are continually involved in a number of projects, including the development of new platforms, mobile payment applications, e-commerce services and other new offerings emerging in the payments technology industry, including particularly with respect to electric vehicles.

These projects carry the risks associated with any development effort, including cost overruns, delays in delivery and performance problems.

In the payments technology markets, these risks are even more acute.

Any delay in the delivery of new services or the failure to differentiate our services could render our services less desirable to customers, or possibly even obsolete.

Specifically, the current conflict between Russia and Ukraine is creating substantial uncertainty about the role Russia will play in the global economy in the future.

Countries across the globe are instituting sanctions and other penalties against Russia – and those sanctions and penalties are evolving almost daily.

We are unable to predict the impact sanctions will have on the global economy.

Changes in this regulatory environment,

In such event, we may not be able to successfully execute our electric vehicle strategy, which could further adversely affect our business.

other prohibited payments to government officials or other persons to obtain or retain business or gain some other business advantage.

The transition away from the London Interbank Offered Rate ("LIBOR") benchmark interest rate and the adoption of alternative benchmark reference rates could adversely affect our business, financial condition, results of operations and cash flows.

The majority of our indebtedness bears interest at a variable rate based on LIBOR.

We have entered into hedging instruments to manage a portion of our exposure to fluctuations in the LIBOR benchmark interest rate, the last of which expires in December 2023.

Effective January 1, 2022, the publication of LIBOR on a representative basis ceased for the one-week and two-month USD LIBOR settings and all sterling, yen, euros, and Swiss franc LIBOR settings.

All other remaining USD LIBOR settings will cease July 1, 2023.

In connection with the sunset of certain LIBOR reference rates occurring at the end of 2021, we have amended the Credit Agreement to provide for a transition from LIBOR to the Sterling Overnight Index Average Reference Rate (“SONIA”) plus a SONIA adjustment of 0.0326% for sterling borrowings, the Euro Interbank Offered Rate (“EURIBOR”) for euro borrowings, and the Tokyo Interbank Offer Rate (“TIBOR”) for yen borrowings.

We continue to monitor developments related to the upcoming transition from USD LIBOR to an alternative benchmark reference rate after June 30, 2023.

At this time, the effects of the phase out of USD LIBOR and the adoption of alternative benchmark rates have not been fully determined.

A failure to properly transition away from USD LIBOR could adversely affect the Company’s borrowing costs or expose the Company to various financial, operational and regulatory risks, which could affect the Company’s results of operations and cash flows.

[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)

In Fuel solutions, major oil

The promotion of

merits of these claims, because under certain conditions we may agree to indemnify our customers from third-party claims of intellectual property infringement.

requirements.

In addition, from time to time, we have had, and expect to continue to receive, inquiries from regulatory bodies and administrative agencies relating to the operation of our business.

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

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

These reforms may cause such benchmarks to perform differently than in the past or have other

consequences which cannot be predicted.

We are not able to predict whether LIBOR will actually cease to be available after 2021 or whether SOFR will become the market benchmark in its place.

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

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

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

Any such alternative reference rate may be calculated differently than LIBOR and may increase the interest expense associated with our existing or future indebtedness.

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

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

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

The following discussion and analysis of our financial condition and results of operations generally discusses [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] items and year-over-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

A detailed discussion of [removed: 2018] [added: 2020] items and year-over-year comparisons between [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] 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: 2019.][added: 2020.]

Businesses spend an estimated [removed: $170] [added: $125] trillion each [removed: year.][added: year with other businesses.]

On March 11, 2020, the World Health Organization declared the novel strain of coronavirus [removed: (COVID-19)] [added: (including variants thereof, "COVID-19")] a global pandemic and recommended containment and mitigation measures worldwide.

[removed: The COVID-19 pandemic has impacted] [added: In 2020,] our [removed: business] operations [removed: in 2020 as described in more detail under “Results of Operations” below, due to] [added: were negatively impacted by] 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 [removed: the date of this Report.][added: early 2021.]

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, [added: vaccine mandates,] facility closures, travel and logistics restrictions and general decreases in the level of consumer confidence and business activity.

The extent to which the COVID-19 pandemic [removed: impacts] [added: continues to impact] our business operations, financial results, and liquidity into [removed: 2021] [added: 2022] will depend on numerous evolving factors that we may not be able to accurately predict or assess, including the duration and scope of the [removed: pandemic;] [added: pandemic and the geographies most affected;] vaccine [removed: availability, distribution,] [added: availability globally, the distribution of the vaccines,] efficacy to new strains of the virus and the public's willingness to get [removed: vaccinated;] [added: vaccinated or receive booster doses, including potential disruptions impacting] our [added: suppliers and vendors resulting, directly or indirectly, from vaccine mandates and/or vaccine hesitancy; 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 [added: impact on our ability, or the cost and expense incurred by us, to successfully attract, retain and develop our workforce, 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; [added: and] actions governments, businesses and individuals take in response to the pandemic; and how quickly economies recover after the pandemic subsides.

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: 2020] [added: 2021] and [removed: 2019] [added: 2020] (in millions, except per share amounts).

[removed: | | | | | | | 2020 | | | | | | 2019 | | | | | |][added: *2020*]

| Revenues, net | | | | | | $ | [removed: 2,389] [added: 2,834] | | | | | $ | [removed: 2,649] [added: 2,389] | | | | |

| Net income | | | | | | $ | [removed: 704] [added: 839] | | | | | $ | [removed: 895] [added: 704] | | | | |

| Net income per diluted share | | | | | | $ | [removed: 8.12] [added: 9.99] | | | | | $ | [removed: 9.94] [added: 8.12] | | | | |

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: 2020] [added: 2021] and [removed: 2019] [added: 2020] (in millions, except per share amounts).

| Adjusted net income | | | | | | $ | [removed: 962] [added: 1,110] | | | | | $ | [removed: 1,062] [added: 962] | | | | |

| Adjusted net income per diluted share | | | | | | $ | [removed: 11.09] [added: 13.21] | | | | | $ | [removed: 11.79] [added: 11.09] | | | | |

We provide our payment solutions to our business, merchant, consumer and payment network customers in more than [removed: 100] [added: 150] countries around the world today, although we operate primarily in 3 geographies, with approximately 87% of our business in the U.S., Brazil, and the U.K. Our customers may include [added: commercial businesses (obtained through direct and indirect channels), partners for whom we manage payment programs, as well as individual consumers.]

However, to help facilitate an understanding of our expansive range of solutions around the world, we describe them in two categories: [removed: Corporate Payments solutions, which simplify and automate payments, and] Expense Management solutions, which help control and monitor employee [removed: spending.][added: spending, and Corporate Payments solutions, which simplify and automate vendor payments.]

[added: Revenues, net, by Segment.] For the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] our segments generated the following revenue (in millions):

| [removed: North America | | | | | | $ | 1,582 | |] [added: NORTH AMERICA] | | | [removed: 66] | | [removed: %] | | | | [removed: $] | [removed: 1,709] | | | | | [removed: 65] | | [removed: %] |

Revenues, net, by Geography and Solution. Revenue by geography and solution category for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] (in millions), was as follows:

| (Unaudited) | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | [removed: 2019] [added: 2020] | | | | | | | | | | | | | | | | | |

| [removed: Revenue] [added: Revenues] by Geography* | | | | | | Revenues, net | | | | | | % of total revenues, net | | | | | | Revenues, net | | | | | | % of total revenues, net | | | | | | | | | | | |

| Consolidated revenues, net | | | | | | $ | [removed: 2,389] [added: 2,833.7] | | | | | 100 | | % | | | | $ | [removed: 2,649] [added: 2,388.9] | | | | | 100 | | % | | | | | | | | | |

| (Unaudited) | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | [removed: 2019] [added: 2020] | | | | | | | | |

| [removed: Revenue, net] [added: Revenues] by Solution [removed: Category*1] [added: Category*] | | | | | | Revenues, net | | | | | | % of total revenues, net | | | | | | Revenues, net | | | | | | % of total revenues, net | | |

| Consolidated revenues, net | | | | | | $ | [removed: 2,389] [added: 2,833.7] | | | | | 100 | | % | | | | $ | [removed: 2,649] [added: 2,388.9] | | | | | 100 | | % |

We generate revenue in our Fuel [removed: solution] [added: solutions] 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, [removed: or] based on a percentage of the transaction purchase amounts, or a combination thereof.

We also earn interchange on certain [removed: services provided.][added: non-toll products.]

[removed: We] [added: In our Lodging solutions, we] primarily earn revenue from the difference between the amount charged to the customer and the amount paid to the hotel for a given transaction and commissions paid by hotels.

[removed: We] [added: In our Gift solutions, we] primarily earn revenue from the processing of gift card transactions sold by our customers to end users, as well as from the sale of the plastic cards.

These include [removed: payroll cards,] [added: telematics offerings,] fleet maintenance, food and transportation employee benefits related offerings, [added: payroll cards] and [removed: telematics offerings.][added: long-haul transportation services.]

The following table provides revenue per key performance metric by solution category [added: as reported and organically] for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] (in millions except revenues, net per key performance metric).*

| | | | | | | As Reported | | | | | | | | | | | | | | | | | | | | | | | | Pro Forma and Macro [removed: Adjusted3] [added: Adjusted2] | | | | | | | | | | | | | | | | | | | | |

| | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | Change | | | | | | % Change | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | Change | | | | | | % Change | | |

| '\- Revenues, net per transaction | | | | | | $ | [removed: 2.39] [added: 0.15] | | | | | $ | [removed: 2.34] [added: 0.15] | | | | | $ | [removed: 0.05] [added: —] | | | | | [removed: 2] [added: —] | | % | | | | $ | [removed: 2.39] [added: 0.15] | | | | | $ | [removed: 2.33] [added: 0.15] | | | | | $ | [removed: 0.06] [added: —] | | | | | [removed: 3] [added: —] | | % |

| \- Revenues, net | | | | | | $ | [removed: 292] [added: 306] | | | | | $ | [removed: 357] [added: 292] | | | | | $ | [removed: (65)] [added: 14] | | | | | [removed: (18)] [added: 5] | | % | | | | $ | [removed: 378] [added: 322] | | | | | $ | [removed: 357] [added: 292] | | | | | $ | [removed: 21] [added: 30] | | | | | [removed: 6] [added: 10] | | % |

| \- Tags (average monthly) | | | | | | [removed: 5.4] [added: 5.9] | | | | | | [removed: 5.1] [added: 5.4] | | | | | | [removed: 0.3] [added: 0.5] | | | | | | [removed: 6] [added: 9] | | % | | | | [removed: 5.4] [added: 5.9] | | | | | | [removed: 5.1] [added: 5.4] | | | | | | [removed: 0.3] [added: 0.5] | | | | | | [removed: 6] [added: 9] | | % |

| '\- Room nights | | | | | | [removed: 22] [added: 29] | | | | | | [removed: 19] [added: 22] | | | | | | [removed: 3] [added: 7] | | | | | | [removed: 16] [added: 32] | | % | | | | [removed: 22] [added: 29] | | | | | | [removed: 28] [added: 25] | | | | | | [removed: (7)] [added: 4] | | | | | | [removed: (23)] [added: 15] | | % |

| '\- Revenues, net | | | | | | $ | [removed: 154] [added: 179] | | | | | $ | [removed: 180] [added: 154] | | | | | $ | [removed: (26)] [added: 25] | | | | | [removed: (14)] [added: 16] | | % | | | | $ | [removed: 154] [added: 179] | | | | | $ | [removed: 180] [added: 154] | | | | | $ | [removed: (26)] [added: 25] | | | | | [removed: (14)] [added: 16] | | % |

In 2021, as described in more detail under “Results of Operations” below, we experienced a rebound in transaction volumes as the business recovered from the effects of the COVID-19 pandemic and the impact of incremental new sales, particularly as a result of the favorable impact of fuel prices and foreign exchange rates.

The COVID-19 pandemic continues to impact various aspects of the world economy and our customers.

| | | | | | | 2021 | | | | | | 2020 | | | | | |

| | | | | | | 2021 | | | | | | 2020 | | | | | |

| | | | | | | 2021 | | | | | | | | | | | | 2020 | | | | | | | | |

| North America | | | | | | $ | 1,921.1 | | | | | 68 | | % | | | | $ | 1,581.5 | | | | | 66 | | % |

| Brazil | | | | | | 368.1 | | | | | | 13 | | % | | | | 344.2 | | | | | | 14 | | % |

| International | | | | | | 544.6 | | | | | | 19 | | % | | | | 463.1 | | | | | | 19 | | % |

| | | | | | | $ | 2,833.7 | | | | | 100 | | % | | | | $ | 2,388.9 | | | | | 100 | | % |

| United States | | | | | | $ | 1,785.2 | | | | | 63 | | % | | | | $ | 1,467.5 | | | | | 61 | | % | | | | | | | | | |

| Brazil | | | | | | 368.1 | | | | | | 13 | | % | | | | 344.2 | | | | | | 14 | | % | | | | | | | | | |

| United Kingdom | | | | | | 321.8 | | | | | | 11 | | % | | | | 262.9 | | | | | | 11 | | % | | | | | | | | | |

| Other | | | | | | 358.6 | | | | | | 13 | | % | | | | 314.2 | | | | | | 13 | | % | | | | | | | | | |

| Fuel | | | | | | $ | 1,180.1 | | | | | 42 | | % | | | | $ | 1,057.2 | | | | | 44 | | % |

| Corporate Payments | | | | | | 600.0 | | | | | | 21 | | % | | | | 434.0 | | | | | | 18 | | % |

| Tolls | | | | | | 306.0 | | | | | | 11 | | % | | | | 292.0 | | | | | | 12 | | % |

| Lodging | | | | | | 309.6 | | | | | | 11 | | % | | | | 207.0 | | | | | | 9 | | % |

| Gift | | | | | | 179.5 | | | | | | 6 | | % | | | | 154.4 | | | | | | 6 | | % |

| Other | | | | | | 258.5 | | | | | | 9 | | % | | | | 244.3 | | | | | | 10 | | % |

*Columns may not calculate due to rounding.

| '\- Revenues, net | | | | | | $ | 1,180 | | | | | $ | 1,057 | | | | | $ | 123 | | | | | 12 | | % | | | | $ | 1,154 | | | | | $ | 1,059 | | | | | $ | 95 | | | | | 9 | | % |

| '\- Transactions | | | | | | 463 | | | | | | 442 | | | | | | 20 | | | | | | 5 | | % | | | | 463 | | | | | | 443 | | | | | | 20 | | | | | | 4 | | % |

| '\- Revenues, net per transaction | | | | | | $ | 2.55 | | | | | $ | 2.39 | | | | | $ | 0.16 | | | | | 7 | | % | | | | $ | 2.49 | | | | | $ | 2.39 | | | | | $ | 0.10 | | | | | 4 | | % |

| '\- Revenues, net | | | | | | $ | 600 | | | | | $ | 434 | | | | | $ | 166 | | | | | 38 | | % | | | | $ | 589 | | | | | $ | 505 | | | | | $ | 84 | | | | | 17 | | % |

| '\- Spend volume | | | | | | $ | 92,368 | | | | | $ | 64,741 | | | | | $ | 27,627 | | | | | 43 | | % | | | | $ | 92,368 | | | | | $ | 74,775 | | | | | $ | 17,592 | | | | | 24 | | % |

| '\- Revenues, net per spend $ | | | | | | 0.65 | | % | | | | 0.67 | | % | | | | (0.02) | | % | | | | (3) | | % | | | | 0.64 | | % | | | | 0.68 | | % | | | | (0.04) | | % | | | | (6) | | % |

| \- Revenues, net per tag | | | | | | $ | 12.90 | | | | | $ | 13.43 | | | | | $ | (0.53) | | | | | (4) | | % | | | | $ | 13.59 | | | | | $ | 13.43 | | | | | $ | 0.16 | | | | | 1 | | % |

| '\- Revenues, net | | | | | | $ | 310 | | | | | $ | 207 | | | | | $ | 103 | | | | | 50 | | % | | | | $ | 310 | | | | | $ | 248 | | | | | $ | 62 | | | | | 25 | | % |

| '\- Revenues, net per room night | | | | | | $ | 10.63 | | | | | $ | 9.55 | | | | | $ | 1.08 | | | | | 11 | | % | | | | $ | 10.62 | | | | | $ | 9.81 | | | | | $ | 0.81 | | | | | 8 | | % |

| '\- Transactions | | | | | | 1,187 | | | | | | 1,045 | | | | | | 142 | | | | | | 14 | | % | | | | 1,187 | | | | | | 1,045 | | | | | | 142 | | | | | | 14 | | % |

| '\- Revenues, net | | | | | | $ | 259 | | | | | $ | 244 | | | | | $ | 14 | | | | | 6 | | % | | | | $ | 254 | | | | | $ | 244 | | | | | $ | 10 | | | | | 4 | | % |

| '\- Transactions | | | | | | 37 | | | | | | 41 | | | | | | (4) | | | | | | (10) | | % | | | | 37 | | | | | | 41 | | | | | | (4) | | | | | | (10) | | % |

| '\- Revenues, net per transaction | | | | | | $ | 7.07 | | | | | $ | 6.00 | | | | | $ | 1.07 | | | | | 18 | | % | | | | $ | 6.95 | | | | | $ | 6.00 | | | | | $ | 0.95 | | | | | 16 | | % |

| FLEETCOR CONSOLIDATED REVENUES, NET | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| '\- Revenues, net | | | | | | $ | 2,834 | | | | | $ | 2,389 | | | | | $ | 445 | | | | | 19 | | % | | | | $ | 2,808 | | | | | $ | 2,502 | | | | | $ | 306 | | | | | 12 | | % |

Organic revenue growth is a supplemental non-GAAP financial measure of operating performance.

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

adjustments are made to merchant and customer rates.

described above affecting fuel prices.

The $1.0 billion interest rate swap matured in January 2022.

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.

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

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- 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.

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.

commercial businesses (obtained through direct and indirect channels), partners for whom we manage payment programs, as well as individual consumers.

Revenues, net, by Segment. The presentation of segment information has been recast for prior periods to align with our current segment presentation.

| | | | | | | 2020 | | | | | | | | | | | | 2019 | | | | | | | | |

| Brazil | | | | | | 344 | | | | | | 14 | | % | | | | 428 | | | | | | 16 | | % |

| International | | | | | | 463 | | | | | | 19 | | % | | | | 512 | | | | | | 19 | | % |

| | | | | | | $ | 2,389 | | | | | 100 | | % | | | | $ | 2,649 | | | | | 100 | | % |

| United States | | | | | | $ | 1,468 | | | | | 61 | | % | | | | $ | 1,595 | | | | | 60 | | % | | | | | | | | | |

| Brazil | | | | | | 344 | | | | | | 14 | | % | | | | 428 | | | | | | 16 | | % | | | | | | | | | |

| United Kingdom | | | | | | 263 | | | | | | 11 | | % | | | | 275 | | | | | | 10 | | % | | | | | | | | | |

| Other | | | | | | 314 | | | | | | 13 | | % | | | | 351 | | | | | | 13 | | % | | | | | | | | | |

| Fuel | | | | | | $ | 1,057 | | | | | 44 | | % | | | | $ | 1,173 | | | | | 44 | | % |

| Corporate Payments | | | | | | 434 | | | | | | 18 | | % | | | | 450 | | | | | | 17 | | % |

| Tolls | | | | | | 292 | | | | | | 12 | | % | | | | 357 | | | | | | 13 | | % |

| Lodging | | | | | | 207 | | | | | | 9 | | % | | | | 213 | | | | | | 8 | | % |

| Gift | | | | | | 154 | | | | | | 6 | | % | | | | 180 | | | | | | 7 | | % |

| Other | | | | | | 244 | | | | | | 10 | | % | | | | 276 | | | | | | 10 | | % |

| | | |

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

| 1Reflects certain reclassifications of revenue between solution categories as the Company realigned its Corporate Payments solution, resulting in reclassification of Payroll Card revenue from Corporate Payments to Other. | | |

Revenues from our international businesses were [removed: 38.6%, 39.8%] [added: 37.0%, 38.6%] and [removed: 39.1%] [added: 39.8%] of total revenues for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018,] [added: 2019,] respectively.

Exchange rates and currency positions as of December 31, [removed: 2020] [added: 2021] 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: 2020] [added: 2021] by approximately [removed: $42.4] [added: $48.0] 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: 2019] [added: 2020] and [removed: 2018] [added: 2019] 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: 2019] [added: 2020] and [removed: 2018] [added: 2019] by approximately [removed: $47.7] [added: $42.4] million and [removed: $41.6] [added: $47.7] million, respectively.

We [removed: aggregates] [added: aggregate] foreign exchange exposures arising from customer contracts, including the derivative contracts described above, and hedge (economic hedge) the resulting net currency risks by entering into offsetting contracts with established financial institution counterparties.

As of December 31, [removed: 2020,] [added: 2021,] we had [removed: $3.6] [added: $4.9] billion of variable rate debt outstanding under our Credit Agreement.

See [removed: footnote] [added: Note] 17 of the accompanying consolidated financial statements for information about the swap contracts.

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: $1.6] [added: $2.9] billion not fixed by interest rate swap contracts at December 31, [removed: 2020,] [added: 2021,] our interest expense would have changed by approximately [removed: $16.0] [added: $29.0] million.

Based on the amounts and mix of our fixed and floating rate debt (exclusive of our Securitization Facility) at December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] if market interest rates had increased or decreased an average of 100 basis points, our interest expense would have changed by approximately [removed: $20.2] [added: $16.0] million and [removed: $37.9] [added: $20.2] million, respectively.

[removed: The] [added: For certain of our payment products, the] price paid to a merchant or network is calculated as the merchant’s wholesale cost of fuel plus a markup.

[removed: The] merchant’s wholesale cost of fuel is dependent on several factors including, among others, the factors described above affecting fuel prices.

The impact of volatility in fuel spreads is somewhat mitigated by our agreements with certain merchants, where the price paid to the merchant is equal to [removed: the lesser of the merchant’s] cost plus a markup or a percentage of the transaction purchase price.

The

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Businesses spend an estimated [removed: $170] [added: $125] trillion each [removed: year.][added: year with other businesses.]

- [removed: customers are] [added: the majority of revenue is derived] primarily [removed: businesses,] [added: from businesses that are customers,] which tend to have relatively predictable, consistent volumes;

We continue to enhance our solutions to displace [removed: inferior] [added: disjointed] payment methods, improve customers’ mobile and digital experiences, and extend utility.

We actively market and sell to current and prospective customers leveraging a [removed: multi-channel] [added: multi-channel,] go-to-market approach, which includes [removed: direct sales forces,] comprehensive digital channels, [added: direct sales forces] and strategic partner relationships.

We supplement our organic growth strategy and sales efforts by pursuing attractive acquisition opportunities, which serve to strengthen [removed: or] [added: and] extend our market positions and create value even faster.

However, to help facilitate an understanding of our expansive range of solutions around the world, we describe them in two categories: [removed: Corporate Payments solutions, which simplify and automate payments, and] Expense Management solutions, which help control and monitor employee [removed: spending.][added: spending, and Corporate Payments solutions, which simplify and automate vendor payments.]

Companies [added: can] 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 [removed: complex] [added: complex,] large enterprise.

For small/medium sized businesses (SMB), our offering is simple, modern bill pay with invoice scanning and automated workflows, which also [removed: syncs to] [added: integrates with] 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 [added: (ERP) systems.]

We also provide rich data on the remittance to the [removed: supplier,] [added: vendor,] 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 [removed: refocus] [added: focus more] on operating their businesses.

Virtual Card – [added: Our] Virtual Card [added: solution] provides a single-use card number for a specific amount, usable within a defined timeframe.

Our merchant acceptance network is unique from all others, due to the nature of commercial Virtual Card [removed: acceptance, so other issuers’ virtual cards are not interchangeable.][added: acceptance.]

The scale of this network, coupled with [removed: a best-in-class,] [added: an] in-house vendor enrollment service, is a competitive advantage.

Cross-Border – Our Cross-Border solution is used by our customers to pay international [removed: suppliers,] [added: vendors,] foreign office and personnel expenses, capital expenditures, and profit repatriation and dividends.

Trade settlement and payment delivery is facilitated through a global network of correspondent banks, in-country payment gateways and technology providers, enabling us to send payments to recipients in over 200 countries and [removed: 150] [added: 145] currencies.

[removed: Employee Expense] [added: Expense] Management

In our proprietary networks, which tend to be geographically distinct, transactions are processed on [added: applications and operating] systems owned and operated by us, and only at select participating merchants with whom we have contracted directly for acceptance.

These proprietary networks generally provide us with better economics, as we control more of the transaction, and richer data [removed: because of how the networks and point of sale software are configured.]

At [removed: its] [added: the] most [removed: basic,] [added: basic level,] we provide the measurement of fuel used and facilitate the payment for that fuel to the merchant, whether that fuel be diesel, gasoline, compressed natural gas, or [removed: even] electricity.

Our proprietary fuel networks are geographically distinct, and may also be unique to specific [removed: market segments] [added: markets] we serve, such as highway-based truck stops with high speed diesel pumps that can quickly refuel long-haul diesel trucks.

Our fuel partners include British Petroleum (BP), Arco, Speedway, and Casey's and over [removed: 600] [added: 650] fuel marketers of all sizes.

We offer Lodging solutions to businesses in North America that have employees who travel overnight for work purposes, [removed: and] to airlines and cruise lines globally to accommodate both their traveling crews and stranded [removed: passengers.][added: passengers and to policyholders displaced from their homes due to damage or catastrophe on behalf of property insurance carriers.]

The size, scale, and nature of our Lodging customer base [removed: enable] [added: enables] 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.

Our Lodging solutions operate on our proprietary lodging networks, which [removed: include] [added: includes] a worldwide network of hotels across 136 countries.

We also can secure hotel rooms outside our proprietary networks [added: in our workforce and airline verticals, or private homes, in our insurance vertical,] if required by our customers.

We use proprietary data management and payment processing systems to manage customer billings and reports, which combined with our discounted hotel network, provide customers with [added: potential] savings and increased visibility into their lodging costs.

Our Toll solution operates on our proprietary Sem PararTM network, which processes transactions for more than [removed: 5] [added: 6] million tagholders on 100% of the toll roads [added: that accept RFID] across Brazil.

Our tags may also be used at over [removed: 3,300] [added: 4,100] participating merchant locations to purchase goods and services, other than tolls, [removed: while in your vehicle,] such as parking, fuel, car washes, and meals at drive-through [removed: restaurants.][added: restaurants, while in a vehicle.]

FLEETCOR provides several other payments solutions that, due to their nature or size, are not considered with our [removed: Corporate Payments and] Expense Management [added: and Corporate Payments] solutions.

We provide fully integrated gift card program management and processing services [added: to retailers] in [removed: 61] [added: 60] countries, in both plastic and digital form.

The gift cards are issued specifically for each customer under their specific brands and are generally accepted exclusively within their retail network, digitally or [removed: in person.][added: in-person.]

Our Gift [removed: solution includes] [added: solutions include] card design, production and packaging, delivery and fulfillment, card and account management, transaction processing, promotion development and management, website design and hosting, program analytics, and card distribution channel management.

Our solution operates on the Mastercard payment network and the [removed: All Point] [added: Allpoint] ATM network, and the [removed: Payroll Cards] [added: payroll cards] are issued to our customers’ employees, and funded by the employees’ earned wages.

*Fleet Maintenance* – We provide a vehicle maintenance service solution that helps fleet customers to manage their vehicle maintenance, service, and repair needs in the U.K. This solution is provided through our proprietary maintenance and repair [added: network, which processes transactions for fleet customers at over 8,900 service centers across the U.K. We also offer compliance service to the U.K.’s heavy goods (truck) operators, workshops and drivers.]

[removed: *Long-haul transportation services*] [added: *Long-Haul Transportation Services*] – In addition to, and often in conjunction with, our Fuel [removed: solution,] [added: solutions,] we provide trucking companies in North America with various solutions and services specifically relevant to their industry including: road tax compliance analysis and reporting, permit [removed: procurement,] [added: procurement] and cash movement and disbursement.

Additionally, in Brazil, we offer prepaid transportation cards and vouchers that may be used [added: by commuting employees] as a form of payment on public transportation.

This go-to-market strategy includes [removed: direct sales forces,] comprehensive digital channels, [added: direct sales forces] and strategic partner relationships.

[removed: Our primary focus is on] [added: In our] direct [removed: sales, where] [added: sales force channel,] we acquire and manage the customer relationship, which has historically been either in-person or via telesales.

because of how the networks and point of sale software are configured.

We are actively expanding our proprietary networks in EV, including investing in EV partner companies, to accommodate EV charging in the U.S., U.K. and Europe.

Each issuer negotiates directly with the merchant for acceptance, so other issuers’ virtual cards are not interchangeable.

- *Proprietary Networks* – Our specialized proprietary networks allow for unique data capture at the point of sale, providing an incremental value proposition to our customers.

These proprietary networks also provide us with advantageous economics.

We continually seek to modernize and evolve our technology solutions through our core IT transformation initiatives.

We are also subject to certain economic and trade sanctions programs that are

- in Ireland, the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010, as amended by Part 2 of the Criminal Justice Act 2013 and by the Criminal Justice (Money Laundering and Terrorist Financing) (Amendment) Act 2018; and

Our employee engagement score in 2021 remained consistent (1 point lower) than our 2020 results.

We are proud of these results during the continued COVID-19 pandemic and amid the great resignation.

We believe our employee proposition remains strong and we continue to attract and retain top talent.

Throughout 2021, we conducted several additional pulse surveys to assess the ongoing engagement of our workforce.

We published a 2021 CRS Report in January 2022, which contains information incremental to our inaugural report and is therefore intended to be read in conjunction with that report.

We are currently preparing our third annual CRS Report for publication later this year.

Our CRS Reports may be accessed electronically at https://investor.fleetcor.com, in the governance section.

[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)

(ERP) systems.

We are actively expanding our proprietary networks, particularly in Europe, to accommodate EV charging.

network, which processes transactions for fleet customers through approximately 8,700 service centers across the U.K. We also offer compliance service to the U.K.’s heavy goods (truck) operators, workshops and drivers.

Reflecting our efforts to continuously improve in aspects deemed most important by our workforce, our employee engagement score in 2020 was approximately 7 percentage points higher than in our 2019 survey results.

During 2020, we also conducted several additional surveys specifically related to our response to the COVID-19 pandemic, which helped inform our decisions regarding policies and processes for operating safely and effectively.

| John S. Coughlin | | | | | | 52 | | | | | | Group President—Corporate Payments | | |

*John S.

Coughlin* has served as our Group President of Corporate Payments since August 2019.

Mr. Coughlin joined FLEETCOR in 2010, and was the Executive Vice President of Global Corporate Development from his hiring to August 2019.

He has led 37 FLEETCOR acquisitions, as well as spearheaded the integration and growth plans.

Prior to joining us, Mr. Coughlin held senior roles in private equity, operations, and strategy consulting as Managing Director at PCG Capital Partners, Chief Executive Officer of NCDR/Benevis, and Senior Partner at The Parthenon Group.

The Federal Derivative Action alleges that the defendants issued a false and misleading proxy statement in violation of the federal securities laws; that defendants breached their fiduciary duties by causing or permitting the Company to make allegedly false and misleading public statements concerning the Company’s fee [removed: charges,] [added: charges] and financial and business prospects; and that certain defendants breached their fiduciary duties through allegedly improper sales of stock.

The complaint seeks unspecified monetary damages on behalf of the Company, corporate governance reforms, disgorgement of profits, [removed: benefits] [added: benefits,] and compensation by the defendants, restitution, costs, and attorneys’ and experts’ fees.

On September 20, 2018, the court entered an order deferring the Federal Derivative Action pending a ruling on motions for summary judgment in the [added: then-pending] shareholder class action, notice a settlement has been reached in the shareholder class action, or until otherwise agreed to by the parties.

In October 2017, the [removed: FTC] [added: Federal Trade Commission (“FTC”)] issued a Notice of Civil Investigative Demand to the Company for the production of documentation and a request for responses to written interrogatories.

After discussions with the Company, the FTC proposed in October 2019 to resolve potential claims relating [added: to] the Company’s advertising and marketing practices, principally in its U.S. direct fuel card business within its North American Fuel Card business.

The appeal is pending, and the court held oral argument on February 10, 2022.

On April 17, 2021, the FTC filed a motion for summary judgment.

On April 22, 2021, the United States Supreme Court held unanimously in AMG Capital Management v.

FTC that the FTC does not have authority under current law to seek monetary redress by means of Section 13(b) of the FTC Act, which is the means by which the FTC has sought such redress in this case.

FLEETCOR cross-moved for summary judgment regarding the FTC’s ability to seek monetary or injunctive relief on May 17, 2021; the briefing on both parties’ summary judgment motions was completed on July 12, 2021.

On August 13, 2021, the FTC filed a motion to stay or to voluntarily dismiss without prejudice the case pending in the Northern District of Georgia in favor of a parallel administrative action under Section 5 of the FTC Act that it filed on August 11, 2021 in the FTC’s administrative process.

Apart from the jurisdiction and statutory change, the FTC’s administrative complaint makes the same factual allegations as the FTC’s original complaint filed in December 2019.

The Company opposed the FTC’s motion for a stay or to voluntarily dismiss, and the court denied the FTC’s motion on February 7, 2022.

The court also set a tentative trial date of June 7, 2022.

In the meantime, the FTC’s administrative action is stayed.

The appeal is pending.

For the Fiscal Year Ended December 31, [removed: 2020][added: 2021]

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: 20,742,490,287] [added: $20,626,107,735] as of June 30, [removed: 2020,] [added: 2021,] 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: 12, 2021,] [added: 18, 2022,] there were [removed: 83,416,310] [added: 77,886,595] 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: 10, 2021] [added: 9, 2022] are incorporated by reference into Part III of this report.

For The Year Ended December 31, [removed: 2020][added: 2021]

| Item 1. | | | [removed: [Business](#i254c97c3e2c74290a1f6f221b76d49a1_13)] [added: [Business](#i7ae760e742fa4c07b35c833cddbb8fe9_13)] | | | [removed: [4](#i254c97c3e2c74290a1f6f221b76d49a1_13)] [added: [4](#i7ae760e742fa4c07b35c833cddbb8fe9_13)] | | |

| Item X. | | | [Executive Officers of the [removed: Registrant](#i254c97c3e2c74290a1f6f221b76d49a1_16)] [added: Registrant](#i7ae760e742fa4c07b35c833cddbb8fe9_16)] | | | [removed: [15](#i254c97c3e2c74290a1f6f221b76d49a1_16)] [added: [14](#i7ae760e742fa4c07b35c833cddbb8fe9_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i254c97c3e2c74290a1f6f221b76d49a1_19)] [added: Factors](#i7ae760e742fa4c07b35c833cddbb8fe9_19)] | | | [removed: [16](#i254c97c3e2c74290a1f6f221b76d49a1_19)] [added: [15](#i7ae760e742fa4c07b35c833cddbb8fe9_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i254c97c3e2c74290a1f6f221b76d49a1_22)] [added: Comments](#i7ae760e742fa4c07b35c833cddbb8fe9_22)] | | | [removed: [27](#i254c97c3e2c74290a1f6f221b76d49a1_22)] [added: [27](#i7ae760e742fa4c07b35c833cddbb8fe9_22)] | | |

| Item 2. | | | [removed: [Properties](#i254c97c3e2c74290a1f6f221b76d49a1_25)] [added: [Properties](#i7ae760e742fa4c07b35c833cddbb8fe9_25)] | | | [removed: [28](#i254c97c3e2c74290a1f6f221b76d49a1_25)] [added: [27](#i7ae760e742fa4c07b35c833cddbb8fe9_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i254c97c3e2c74290a1f6f221b76d49a1_28)] [added: Proceedings](#i7ae760e742fa4c07b35c833cddbb8fe9_28)] | | | [removed: [29](#i254c97c3e2c74290a1f6f221b76d49a1_28)] [added: [28](#i7ae760e742fa4c07b35c833cddbb8fe9_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i254c97c3e2c74290a1f6f221b76d49a1_31)] [added: Disclosures](#i7ae760e742fa4c07b35c833cddbb8fe9_31)] | | | [removed: [29](#i254c97c3e2c74290a1f6f221b76d49a1_31)] [added: [28](#i7ae760e742fa4c07b35c833cddbb8fe9_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i254c97c3e2c74290a1f6f221b76d49a1_37)] [added: Securities](#i7ae760e742fa4c07b35c833cddbb8fe9_37)] | | | [removed: [30](#i254c97c3e2c74290a1f6f221b76d49a1_37)] [added: [29](#i7ae760e742fa4c07b35c833cddbb8fe9_37)] | | |

| Item 6. | | | [Selected Financial [removed: Data](#i254c97c3e2c74290a1f6f221b76d49a1_40)] [added: Data](#i7ae760e742fa4c07b35c833cddbb8fe9_40)] | | | [removed: [32](#i254c97c3e2c74290a1f6f221b76d49a1_40)] [added: [30](#i7ae760e742fa4c07b35c833cddbb8fe9_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i254c97c3e2c74290a1f6f221b76d49a1_43)] [added: Operations](#i7ae760e742fa4c07b35c833cddbb8fe9_43)] | | | [removed: [33](#i254c97c3e2c74290a1f6f221b76d49a1_43)] [added: [31](#i7ae760e742fa4c07b35c833cddbb8fe9_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i254c97c3e2c74290a1f6f221b76d49a1_46)] [added: Risk](#i7ae760e742fa4c07b35c833cddbb8fe9_46)] | | | [removed: [55](#i254c97c3e2c74290a1f6f221b76d49a1_46)] [added: [49](#i7ae760e742fa4c07b35c833cddbb8fe9_46)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i254c97c3e2c74290a1f6f221b76d49a1_49)] [added: Data](#i7ae760e742fa4c07b35c833cddbb8fe9_49)] | | | [removed: [57](#i254c97c3e2c74290a1f6f221b76d49a1_49)] [added: [51](#i7ae760e742fa4c07b35c833cddbb8fe9_49)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i254c97c3e2c74290a1f6f221b76d49a1_151)] [added: Disclosure](#i7ae760e742fa4c07b35c833cddbb8fe9_133)] | | | [removed: [96](#i254c97c3e2c74290a1f6f221b76d49a1_151)] [added: [91](#i7ae760e742fa4c07b35c833cddbb8fe9_133)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i254c97c3e2c74290a1f6f221b76d49a1_154)] [added: Procedures](#i7ae760e742fa4c07b35c833cddbb8fe9_136)] | | | [removed: [96](#i254c97c3e2c74290a1f6f221b76d49a1_154)] [added: [91](#i7ae760e742fa4c07b35c833cddbb8fe9_136)] | | |

| Item 9B. | | | [Other [removed: Information](#i254c97c3e2c74290a1f6f221b76d49a1_157)] [added: Information](#i7ae760e742fa4c07b35c833cddbb8fe9_139)] | | | [removed: [98](#i254c97c3e2c74290a1f6f221b76d49a1_157)] [added: [93](#i7ae760e742fa4c07b35c833cddbb8fe9_139)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i254c97c3e2c74290a1f6f221b76d49a1_163)] [added: Governance](#i7ae760e742fa4c07b35c833cddbb8fe9_145)] | | | [removed: [99](#i254c97c3e2c74290a1f6f221b76d49a1_163)] [added: [94](#i7ae760e742fa4c07b35c833cddbb8fe9_145)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i254c97c3e2c74290a1f6f221b76d49a1_166)] [added: Compensation](#i7ae760e742fa4c07b35c833cddbb8fe9_148)] | | | [removed: [99](#i254c97c3e2c74290a1f6f221b76d49a1_166)] [added: [94](#i7ae760e742fa4c07b35c833cddbb8fe9_148)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i254c97c3e2c74290a1f6f221b76d49a1_169)] [added: Matters](#i7ae760e742fa4c07b35c833cddbb8fe9_151)] | | | [removed: [99](#i254c97c3e2c74290a1f6f221b76d49a1_169)] [added: [94](#i7ae760e742fa4c07b35c833cddbb8fe9_151)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i254c97c3e2c74290a1f6f221b76d49a1_172)] [added: Independence](#i7ae760e742fa4c07b35c833cddbb8fe9_154)] | | | [removed: [99](#i254c97c3e2c74290a1f6f221b76d49a1_172)] [added: [94](#i7ae760e742fa4c07b35c833cddbb8fe9_154)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i254c97c3e2c74290a1f6f221b76d49a1_175)] [added: Services](#i7ae760e742fa4c07b35c833cddbb8fe9_157)] | | | [removed: [99](#i254c97c3e2c74290a1f6f221b76d49a1_175)] [added: [94](#i7ae760e742fa4c07b35c833cddbb8fe9_157)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i254c97c3e2c74290a1f6f221b76d49a1_181)] [added: Schedules](#i7ae760e742fa4c07b35c833cddbb8fe9_163)] | | | [removed: [100](#i254c97c3e2c74290a1f6f221b76d49a1_181)] [added: [95](#i7ae760e742fa4c07b35c833cddbb8fe9_163)] | | |

- 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 [removed: (COVID-19);][added: (COVID-19), including the potential impact of vaccination mandates in certain jurisdictions;]

- the impact of macroeconomic conditions and whether expected trends, including retail fuel prices, fuel price spreads, [removed: and] fuel transaction patterns, [added: electric vehicle, and retail lodging price trends] develop as [removed: anticipated;][added: anticipated and we are able to develop successful strategies in light of these trends;]

- the regulation, supervision, and examination of our business by foreign and domestic governmental authorities, as well as litigation and regulatory actions, including the lawsuit [removed: recently] filed by the Federal Trade Commission (FTC);

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i7ae760e742fa4c07b35c833cddbb8fe9_1649) | | | [93](#i7ae760e742fa4c07b35c833cddbb8fe9_139) | | |

| Item 16. | | | [Form 10-K Summary](#i7ae760e742fa4c07b35c833cddbb8fe9_166) | | | [95](#i7ae760e742fa4c07b35c833cddbb8fe9_163) | | |

| | | | [Signatures](#i7ae760e742fa4c07b35c833cddbb8fe9_169) | | | [100](#i7ae760e742fa4c07b35c833cddbb8fe9_169) | | |

[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)

In addition to our headquarters, we have major operations located in Brentwood, Tennessee; Louisville, Kentucky; [removed: Lexington Kentucky,] [added: Lexington, Kentucky;] and Peachtree Corners, Georgia.

[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)

[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)

As of December 31, [removed: 2020,] [added: 2021,] there were [removed: 265] [added: 218] holders of record of our common stock.

On [removed: October 22, 2020,] [added: July 27, 2021,] the Board increased the aggregate size of the Program by $1.0 billion, to [removed: $4.1] [added: $5.1] billion.

Since the beginning of the [removed: Program, 14,616,942] [added: Program through December 31, 2021, 20,068,498] shares have been repurchased for an aggregate purchase price of [removed: $3.1] [added: $4.4] billion, leaving the Company up to [removed: $1.0] [added: $0.7] billion available under the Program for future repurchases in shares of its common stock.

There were [removed: 3,497,285] [added: 5,451,556] common shares totaling [removed: $940.8 million] [added: $1.4 billion] in [removed: 2020; 2,211,866] [added: 2021; 3,497,285] common shares totaling [removed: $636.8] [added: $940.8] million in [removed: 2019] [added: 2020] and [removed: 4,793,687] [added: 2,211,866] common shares totaling [removed: $925.7] [added: $636.8] million in [removed: 2018;] [added: 2019;] repurchased under the Program.

The timing and amount of stock repurchases, if any, will depend on a variety of factors including the stock price, market conditions, corporate and regulatory requirements, and any additional constraints related to material inside information [removed: we] [added: the Company] may possess.

The following table presents information with respect to purchase of common stock of the Company made during the three months ended December 31, [removed: 2020] [added: 2021] by the Company as defined in Rule 10b-18(a)(3) under the Exchange Act:

The following graph assumes $100 invested on December [removed: 31, 2015,] [added: 30, 2016,] at the closing price [removed: ($142.93)] [added: ($141.52)] 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: ]

On January 25, 2022, the Board increased the aggregate size of the Program by $1.0 billion, to $6.1 billion.

In January and February 2022, 1,510,027 shares were repurchased for an aggregate purchase price of $360.8 million, of which 1,066,015 shares with an aggregate purchase price of $256.5 million were repurchased pursuant to a 10b5-1 plan.

As of March 1, 2022, the Company has up to $1.3 billion available under the Program for future repurchases of its common stock.

| October 1, 2021 through October 31, 2021 | | | | | | 39 | | | | | | $ | 273.27 | | | | | 17,742,616 | | | | | | $ | 1,184,348 | |

| November 1, 2021 through November 30, 2021 | | | | | | — | | | | | | $ | — | | | | | 17,742,616 | | | | | | $ | 1,184,348 | |

| December 1, 2021 through December 31, 2021 | | | | | | 2,325,882 | | | | | | $ | 229.35 | | | | | 20,068,498 | | | | | | $ | 650,914 | |

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

Pursuant to the 2018 ASR Agreement, the Company delivered $220 million in cash and received 1,057,035 shares on December 14, 2018.

An additional 117,751 shares were received on January 29, 2019 upon completion of the 2018 ASR Agreement.

On December 18, 2019, the Company entered an accelerated stock repurchase agreement (2019 ASR Agreement) with a third-party financial institution to repurchase $500 million of its common stock.

Pursuant to the 2019 ASR Agreement, the Company delivered $500 million in cash and received 1,431,989 shares on December 18, 2019.

An additional 175,340 shares were received on February 20, 2020 upon completion of the 2019 ASR Agreement.

The Company accounted for the 2018 and 2019 ASR Agreements, each as two separate 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 initial delivery of shares was included in treasury stock at cost and results in an immediate reduction of the outstanding shares used to calculate the weighted average common shares outstanding for basic and diluted earnings per share.

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

| 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)

The selected financial data set forth below should be read in conjunction with (i) "Item 7 ‑ Management's Discussion and Analysis of Financial Condition and Results of Operations," (ii) "Item 8 ‑ Financial Statements and Supplementary Data" and (iii) the historical consolidated financial statements of the FLEETCOR Technologies, Inc. and the related notes presented in this Annual Report on Form 10-K.

Our historical results are not necessarily indicative of the results to be expected in any future period.

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

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

| (in thousands, except per share data) | | | | | | 2020 | | | | | | 20191 | | | | | | 20182 | | | | | | 2017 | | | | | | 2016 | | |

| Income statement data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenues, net | | | | | | $ | 2,388,855 | | | | | $ | 2,648,848 | | | | | $ | 2,433,492 | | | | | $ | 2,249,538 | | | | | $ | 1,831,546 | |

| Operating income | | | | | | 972,265 | | | | | | 1,231,430 | | | | | | 1,090,698 | | | | | | 883,760 | | | | | | 754,153 | | |

| Net income | | | | | | $ | 704,216 | | | | | $ | 895,073 | | | | | $ | 811,483 | | | | | $ | 740,200 | | | | | $ | 452,385 | |

| Per share data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic earnings per share | | | | | | $ | 8.38 | | | | | $ | 10.36 | | | | | $ | 9.14 | | | | | $ | 8.12 | | | | | $ | 4.89 | |

| Diluted earnings per share | | | | | | $ | 8.12 | | | | | $ | 9.94 | | | | | $ | 8.81 | | | | | $ | 7.91 | | | | | $ | 4.75 | |

| | | | | | | As of December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

| Balance sheet data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | | | | | | $ | 934,900 | | | | | $ | 1,271,494 | | | | | $ | 1,031,145 | | | | | $ | 913,595 | | | | | $ | 475,018 | |

| Restricted cash3 | | | | | | 541,719 | | | | | | 403,743 | | | | | | 333,748 | | | | | | 217,275 | | | | | | 168,752 | | |

| Total assets | | | | | | 11,194,579 | | | | | | 12,248,541 | | | | | | 11,202,477 | | | | | | 11,318,359 | | | | | | 9,626,732 | | |

| Total debt | | | | | | 4,332,623 | | | | | | 5,036,785 | | | | | | 4,819,047 | | | | | | 4,518,616 | | | | | | 3,858,233 | | |

| Total stockholders’ equity | | | | | | 3,355,411 | | | | | | 3,711,616 | | | | | | 3,340,180 | | | | | | 3,676,522 | | | | | | 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. | | |

| 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, financial results reported in periods prior to 2018 are unchanged. | | |

| 3 Restricted cash represents customer deposits repayable, as well as collateral received from customers for cross-currency transactions. | | |

[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)

| [Report of Independent Registered Public Accounting [removed: Firm](#i254c97c3e2c74290a1f6f221b76d49a1_52)] [added: Firm (PCAOB ID:](#i7ae760e742fa4c07b35c833cddbb8fe9_52) 42[)](#i7ae760e742fa4c07b35c833cddbb8fe9_52)] | | | [removed: [58](#i254c97c3e2c74290a1f6f221b76d49a1_52)] [added: [52](#i7ae760e742fa4c07b35c833cddbb8fe9_52)] | | |

| [Consolidated Balance Sheets at December 31, [removed: 2020 and 2019](#i254c97c3e2c74290a1f6f221b76d49a1_55)] [added: 202](#i7ae760e742fa4c07b35c833cddbb8fe9_55)[1](#i7ae760e742fa4c07b35c833cddbb8fe9_55) [and](#i7ae760e742fa4c07b35c833cddbb8fe9_55) [20](#i7ae760e742fa4c07b35c833cddbb8fe9_55)[20](#i7ae760e742fa4c07b35c833cddbb8fe9_55)] | | | [removed: [60](#i254c97c3e2c74290a1f6f221b76d49a1_55)] [added: [54](#i7ae760e742fa4c07b35c833cddbb8fe9_55)] | | |

| [Consolidated Statements of Income for the Years Ended December 31, [removed: 2020, 2019 and 2018](#i254c97c3e2c74290a1f6f221b76d49a1_61)] [added: 202](#i7ae760e742fa4c07b35c833cddbb8fe9_58)[1](#i7ae760e742fa4c07b35c833cddbb8fe9_58)[,](#i7ae760e742fa4c07b35c833cddbb8fe9_58) [2020 and](#i7ae760e742fa4c07b35c833cddbb8fe9_58) [2019](#i7ae760e742fa4c07b35c833cddbb8fe9_58)] | | | [removed: [61](#i254c97c3e2c74290a1f6f221b76d49a1_61)] [added: [55](#i7ae760e742fa4c07b35c833cddbb8fe9_58)] | | |

| [Consolidated Statements of Comprehensive Income for the Years Ended December [removed: 31, 2020, 2019 and 2018](#i254c97c3e2c74290a1f6f221b76d49a1_64)] [added: 31,](#i7ae760e742fa4c07b35c833cddbb8fe9_61) [2021,](#i7ae760e742fa4c07b35c833cddbb8fe9_61) [2020](#i7ae760e742fa4c07b35c833cddbb8fe9_61) [and](#i7ae760e742fa4c07b35c833cddbb8fe9_61) [2019](#i7ae760e742fa4c07b35c833cddbb8fe9_61)] | | | [removed: [62](#i254c97c3e2c74290a1f6f221b76d49a1_64)] [added: [56](#i7ae760e742fa4c07b35c833cddbb8fe9_61)] | | |

| [Consolidated Statements [removed: of](#i254c97c3e2c74290a1f6f221b76d49a1_67) [Stockholders’] [added: of Stockholders’] Equity for the Years Ended December [removed: 31, 2020, 2019 and 2018](#i254c97c3e2c74290a1f6f221b76d49a1_67)] [added: 31,](#i7ae760e742fa4c07b35c833cddbb8fe9_64) [2021,](#i7ae760e742fa4c07b35c833cddbb8fe9_64) [2020](#i7ae760e742fa4c07b35c833cddbb8fe9_64) [and](#i7ae760e742fa4c07b35c833cddbb8fe9_64) [2019](#i7ae760e742fa4c07b35c833cddbb8fe9_64)] | | | [removed: [63](#i254c97c3e2c74290a1f6f221b76d49a1_67)] [added: [57](#i7ae760e742fa4c07b35c833cddbb8fe9_64)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December [removed: 31, 2020, 2019 and 2018](#i254c97c3e2c74290a1f6f221b76d49a1_73)] [added: 31,](#i7ae760e742fa4c07b35c833cddbb8fe9_67) [2021](#i7ae760e742fa4c07b35c833cddbb8fe9_67)[,](#i7ae760e742fa4c07b35c833cddbb8fe9_67) [2020](#i7ae760e742fa4c07b35c833cddbb8fe9_67) [and](#i7ae760e742fa4c07b35c833cddbb8fe9_67) [2019](#i7ae760e742fa4c07b35c833cddbb8fe9_67)] | | | [removed: [64](#i254c97c3e2c74290a1f6f221b76d49a1_73)] [added: [58](#i7ae760e742fa4c07b35c833cddbb8fe9_67)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i254c97c3e2c74290a1f6f221b76d49a1_76)] [added: Statements](#i7ae760e742fa4c07b35c833cddbb8fe9_70)] | | | [removed: [65](#i254c97c3e2c74290a1f6f221b76d49a1_76)] [added: [59](#i7ae760e742fa4c07b35c833cddbb8fe9_70)] | | |

We have audited the accompanying consolidated balance sheets of FLEETCOR Technologies, Inc. and subsidiaries (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated [removed: February 26, 2021] [added: March 1, 2022] expressed an unqualified opinion thereon.

Critical Audit [removed: Matter][added: Matters]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that: (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit [removed: matter] [added: matters] 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 [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the [removed: account] [added: accounts] or [removed: disclosure] [added: disclosures] to which [removed: it relates.][added: they relate.]

| *Description of the Matter* | | | | | | At December 31, [removed: 2020,] [added: 2021,] the Company’s goodwill was [removed: $4.7] [added: $5.1] 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 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 rates, which reflected risk-based factors based on the reporting units’ geographical location and business risk. | | |

| | | | | | | [added: 2021 | | | | | |] 2020 | | | | | | 2019 | | |

| Cash and cash equivalents | | | | | | $ | [removed: 934,900] [added: 1,520,027] | | | | | $ | [removed: 1,271,494] [added: 934,900] | |

| Restricted cash | | | | | | [removed: 541,719] [added: 730,668] | | | | | | [removed: 403,743] [added: 541,719] | | |

| Accounts and other receivables (less allowance for credit losses of [removed: $86,886] [added: $98,719] at December 31, [removed: 2020] [added: 2021] and [removed: $70,890] [added: $86,886] at December 31, [removed: 2019)] [added: 2020)] | | | | | | [removed: 1,366,775] [added: 1,793,274] | | | | | | [removed: 1,568,961] [added: 1,366,775] | | |

| Securitized accounts receivable—restricted for securitization investors | | | | | | [removed: 700,000] [added: 1,118,000] | | | | | | [removed: 970,973] [added: 700,000] | | |

| Prepaid expenses and other current assets | | | | | | [removed: 412,924] [added: 326,079] | | | | | | [removed: 403,400] [added: 412,924] | | |

| Total current assets | | | | | | [removed: 3,956,318] [added: 5,488,048] | | | | | | [removed: 4,618,571] [added: 3,956,318] | | |

| Property and equipment, net | | | | | | [removed: 202,509] [added: 236,294] | | | | | | [removed: 199,825] [added: 202,509] | | |

| Goodwill | | | | | | [removed: 4,719,181] [added: 5,078,978] | | | | | | [removed: 4,833,047] [added: 4,719,181] | | |

| Other intangibles, net | | | | | | [removed: 2,115,882] [added: 2,335,385] | | | | | | [removed: 2,341,882] [added: 2,115,882] | | |

| Investments | | | | | | [removed: 7,480] [added: 52,016] | | | | | | [removed: 30,440] [added: 7,480] | | |

| Other assets | | | | | | [removed: 193,209] [added: 213,932] | | | | | | [removed: 224,776] [added: 193,209] | | |

| Total assets | | | | | | $ | [removed: 11,194,579] [added: 13,404,653] | | | | | $ | [removed: 12,248,541] [added: 11,194,579] | |

| Accounts payable | | | | | | $ | [removed: 1,054,478] [added: 1,406,350] | | | | | $ | [removed: 1,249,586] [added: 1,054,478] | |

| Accrued expenses | | | | | | [removed: 282,681] [added: 369,054] | | | | | | [removed: 275,511] [added: 282,681] | | |

| Customer deposits | | | | | | [removed: 1,175,322] [added: 1,788,705] | | | | | | [removed: 1,007,631] [added: 1,175,322] | | |

| Securitization facility | | | | | | [removed: 700,000] [added: 1,118,000] | | | | | | [removed: 970,973] [added: 700,000] | | |

| Current portion of notes payable and lines of credit | | | | | | [removed: 505,697] [added: 399,628] | | | | | | [removed: 775,865] [added: 505,697] | | |

| Other current liabilities | | | | | | [removed: 250,133] [added: 208,614] | | | | | | [removed: 183,502] [added: 250,133] | | |

| Total current liabilities | | | | | | [removed: 3,968,311] [added: 5,290,351] | | | | | | [removed: 4,463,068] [added: 3,968,311] | | |

| Notes payable and other obligations, less current [removed: portion] [added: portion1] | | | | | | [removed: 3,126,926] [added: 4,460,039] | | | | | | [removed: 3,289,947] [added: 3,097,580] | | |

| Deferred income taxes | | | | | | [removed: 498,154] [added: 566,291] | | | | | | [removed: 519,980] [added: 498,154] | | |

| Total noncurrent liabilities | | | | | | [removed: 3,870,857] [added: 5,247,722] | | | | | | [removed: 4,073,857] [added: 3,870,857] | | |

| Common stock, $0.001 par value; 475,000,000 shares authorized; [removed: 126,448,078] [added: 127,113,023] shares issued and [removed: 83,666,163] [added: 78,879,551] shares outstanding at December 31, [removed: 2020;] [added: 2021;] and [removed: 124,626,786] [added: 126,448,078] shares issued and [removed: 85,342,156] [added: 83,666,163] shares outstanding at December 31, [removed: 2019] [added: 2020] | | | | | | [removed: 126] [added: 127] | | | | | | [removed: 124] [added: 126] | | |

| Additional paid-in capital | | | | | | [removed: 2,749,900] [added: 2,878,751] | | | | | | [removed: 2,494,721] [added: 2,749,900] | | |

| Retained earnings | | | | | | [removed: 5,416,945] [added: 6,256,442] | | | | | | [removed: 4,712,729] [added: 5,416,945] | | |

| | | | | | | Accounting for Business Combinations | | |

| *Description of the Matter* | | | | | | As discussed in Note 7 to the consolidated financial statements, on June 1, 2021 and September 1, 2021, the Company completed the acquisitions of Associated Foreign Exchange Holdings, Inc. (AFEX) and ALE Solutions, Inc. (ALE) for total estimated purchase consideration of $418.7 million and $421.8 million, respectively. The acquisitions were accounted for as business combinations. The Company recorded intangible assets from these acquisitions, including customer relationship intangible assets of $220.7 million in the AFEX acquisition and $117.7 million in the ALE acquisition. The Company used the excess earnings method to estimate the preliminary fair value of customer relationships, which is based on management’s estimates and assumptions. Auditing the preliminary fair values of the AFEX and ALE customer relationship intangible assets was complex and subjective due to the estimation uncertainty in determining customer attrition rates which had a significant impact on the estimated fair values. The customer attrition rates are forward-looking and could be affected by future economic and market conditions. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the accounting for the acquisitions, including valuation of customer relationship intangible assets. Our tests included controls over the estimation processes and models to estimate the fair values of the above identified intangible assets, as well as controls over management’s review of the valuation methodologies and significant assumptions discussed above. To test the estimated fair values of the customer relationship intangible assets, our audit procedures included, among others, evaluating the Company’s selection of the valuation methodologies, testing the significant assumptions, and testing the completeness and accuracy of underlying data. For example, we compared the fair value allocated to customer relationship intangible assets relative to the purchase price to publicly available comparable transactions. With the assistance of our valuation specialists, we evaluated the valuation methodologies, and the customer attrition rates used within the models. This included understanding and validating the source information underlying the determination of the attrition rates and testing the mathematical accuracy of the calculations. We also performed sensitivity analyses to evaluate the changes in the fair value of the intangible assets that would result from changes in customer attrition rates. | | |

March 1, 2022

| | | | | | | 2021 | | | | | | 2020 | | |

| Other noncurrent liabilities1 | | | | | | 221,392 | | | | | | 275,123 | | |

| 1Recast 2020 to reflect long term deferred revenue in other noncurrent liabilities, to conform to current year presentation. | | |

| Net income | | | | | | $ | 839,497 | | | | | $ | 704,216 | | | | | $ | 895,073 | |

| Net income | | | | | | — | | | | | | — | | | | | | 839,497 | | | | | | — | | | | | | — | | | | | | 839,497 | | |

| Acquisition of common stock | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,355,722) | | | | | | (1,355,722) | | |

| Balance at December 31, 2021 | | | | | | $ | 127 | | | | | $ | 2,878,751 | | | | | $ | 6,256,442 | | | | | $ | (1,464,616) | | | | | $ | (4,804,124) | | | | | $ | 2,866,580 | |

| Net income | | | | | | $ | 839,497 | | | | | $ | 704,216 | | | | | $ | 895,073 | |

| Loss on extinguishment of debt | | | | | | 16,194 | | | | | | — | | | | | | — | | |

December 31, 2021

To help facilitate an understanding of our expansive range of solutions around the world, we describe them in two categories: Expense Management solutions and Corporate Payments solutions.

The Company accounts for financial assets' expected credit losses in accordance with ASC 326.

The estimates the Company uses to determine the fair value of long-lived assets, such as intangible assets, can be complex and require significant judgments.

The Company uses information available to us to make fair value determinations and engages independent valuation specialists, when necessary, to assist in the fair value determination of significant acquired long-lived assets.

The estimated fair values of customer-related and contract-based intangible assets are generally determined using the income approach, which is based on projected cash flows discounted to their present value using discount rates that consider the timing and risk of the forecasted cash flows.

The discount rates used represented a risk adjusted market participant weighted-average cost of capital, derived using customary market metrics.

These measures of fair value also require considerable judgments about future events, including forecasted revenue growth rates, forecasted customer attrition rates, contract renewal estimates and technology changes.

Acquired technologies are generally valued using the replacement cost method, which requires us to estimate the costs to construct an asset of equivalent utility at prices available at the time of the valuation analysis, with adjustments in value for physical deterioration and functional and economic obsolescence.

Trademarks and trade names are generally valued using the "relief-from-royalty" approach.

This method assumes that trademarks and trade names have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them.

This method requires the Company to estimate the future revenues for the related brands, the appropriate royalty rate and the weighted-average cost of capital.

This measure of fair value requires considerable judgment about the value a market participant would be willing to pay in order to achieve the benefits associated with the trade name.

While the Company uses our best estimates and assumptions to determine the fair values of the assets acquired and the liabilities assumed, our estimates are inherently uncertain and subject to refinement.

As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed.

Upon the conclusion of the measurement period, any subsequent adjustments are recorded in our Consolidated Statements of Income.

The Company also estimates the useful lives of intangible assets to determine the period over which to recognize the amount of acquisition-related intangible assets as an expense.

Certain assets may be considered to have indefinite useful lives.

The Company periodically reviews the estimated useful lives assigned to our intangible assets to determine whether such estimated useful lives continue to be appropriate.

The Company first performs a

The Company also uses derivatives to facilitate cross-currency corporate payments by writing derivatives to customers and enters into cross currency derivative contracts with banking partners to mitigate foreign exchange risk associated with customer derivative contracts.

As such, the Company has netted spot trade liabilities against spot trade receivables at the counter-party level.

| Accounts Payable | | | $ | 1,199.5 | | | | | $ | (1,057.7) | | | | | $ | 141.8 | | | | | $ | 527.5 | | | | | $ | (478.2) | | | | | $ | 49.3 | |

The Company routinely grants employee stock options and restricted stock awards/units as part of employee compensation plans.

| | | | | | | 2021 | | | | | | 2020 | | |

| Recoveries | | | | | | 13,459 | | | | | | 9,603 | | | | | | 4,798 | | |

Reclassifications and Adjustments

[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)

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

February 26, 2021

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

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

| Other noncurrent liabilities | | | | | | 245,777 | | | | | | 263,930 | | |

1 *The Company applied the modified retrospective transition method when adopting ASU 2016-02 "Leases", therefore the Company's 2018 prior results were not restated to reflect ASU 2016-02.

Refer to footnote 14.*

| Balance at December 31, 2017 | | | | | | $ | 122 | | | | | $ | 2,214,224 | | | | | $ | 2,958,921 | | | | | $ | (551,857) | | | | | $ | (944,888) | | | | | $ | 3,676,522 | |

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

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

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

| Gain on sale of assets/business | | | | | | — | | | | | | — | | | | | | (152,750) | | |

| Proceeds from disposal of an asset/business | | | | | | — | | | | | | — | | | | | | 98,735 | | |

*2Comparable disclosure provided to conform with 2020 presentation.*

COVID-19 Update

In March 2020, the World Health Organization declared the outbreak of the COVID-19 virus a global pandemic.

The pandemic continues to cause major disruptions to businesses and markets worldwide as the virus spreads or has a resurgence in certain jurisdictions.

A number of countries as well as many states and cities within the U.S. have implemented measures in an effort to contain the virus, including physical distancing, travel restrictions, border closures, limitations on public gatherings, work from home and closure of or restrictions on nonessential businesses.

The effects of the outbreak are still evolving, and the ultimate severity and duration of the pandemic and the implications on global economic conditions remains uncertain.

The Company adopted ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments", on January 1, 2020, under which the Current Expected Credit Loss methodology for measurement of credit losses on financial assets measured at amortized cost basis, replaces the previous incurred loss impairment methodology.

Business combinations completed by the Company have been accounted for under the acquisition method of accounting.

For significant acquisitions, the Company obtains independent third-party valuation studies for certain of the assets acquired and liabilities assumed to assist the Company in determining fair value.

Estimates of fair value are revised during an allocation period as necessary when, and if, information becomes available to further define and quantify the fair value of the assets acquired and liabilities assumed.

Provisional estimates of the fair values of the assets acquired and liabilities assumed involve a number of estimates and assumptions that could differ materially from the final amounts recorded.

The allocation period does not exceed one year from the date of the acquisition.

To the extent additional information to refine the original allocation becomes available during the allocation period, the allocation of the purchase price is adjusted.

Should information become available after the allocation period, those items are adjusted through operating results.

The direct costs of the acquisition are recorded as operating expenses.

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

Contingent consideration is recorded at estimated fair value at the date of the acquisition, and is remeasured each reporting period, with any changes in fair value recorded in the Consolidated Statements of Income.

The Company estimates the fair value of the acquisition-related contingent consideration using various valuation approaches, as well as significant unobservable inputs, reflecting the Company’s assessment of the assumptions market participants would use to value these liabilities.

than not to be sustained upon audit by the relevant taxing authority.

The Company accounts for employee stock options and restricted stock in accordance with relevant authoritative literature.

| Recoveries1 | | | | | | 9,603 | | | | | | 4,798 | | | | | | 3,644 | | |

1Comparable disclosure provided to conform with 2020 presentation.

Activity previously included within write-offs.

Timing in the receipt of cash from the customer results in intermediary balances in the receivable from the customer and the payment to the customer's counterparty.

As such, the Company has netted the Company's exposure with these customer's counterparties, with the receivables from the customer.

| Accounts Payable | | | $ | 527.5 | | | | | $ | (478.2) | | | | | $ | 49.4 | | | | | $ | 1,140.4 | | | | | $ | (1,084.6) | | | | | $ | 55.8 | |

As of December 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] 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: 2020.][added: 2021.]

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013, *Internal Control-Integrated Framework.* As of December 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] the internal controls related to [removed: two] [added: four] subsidiaries that we acquired during the year ended December 31, [removed: 2020,] [added: 2021,] and for which financial results are included in our consolidated financial statements.

These [added: 2021] Acquisitions constituted [removed: 0.7%] [added: 9.8%] of total assets, at December 31, [removed: 2020,] [added: 2021,] and [removed: 0.4%] [added: 3.7%] 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: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, FLEETCOR Technologies, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] 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: an acquired business in the lodging space in the U.S. and an acquired fuel card provider in New Zealand,] [added: its 2021 Acquisitions (as defined by management)] which [removed: is] [added: are] included in the [removed: 2020] [added: 2021] consolidated financial statements of the Company and constituted [removed: 0.7%] [added: 9.8%] of total assets as of December 31, [removed: 2020] [added: 2021] and [removed: 0.4%] [added: 3.7%] of revenues, net for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of [removed: these] [added: the] 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] and the related notes and our report dated [removed: February 26, 2021] [added: March 1, 2022] expressed an unqualified opinion thereon.

On December 15, 2021, we acquired a mobile fuel payments solution in Russia.

On September 1, 2021, we acquired ALE Solutions, Inc., a lodging provider in the insurance vertical in the U.S. On June 1, 2021, we acquired AFEX, a U.S. based, cross-border payment solutions provider.

On January 13, 2021, we acquired Roger, a global accounts payable (AP) cloud software platform for small businesses in the U.S. Collectively we refer to these transactions as the 2021 Acquisitions.

March 1, 2022

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)

PART III

None.

PART III

Information about our directors may be found under the caption “Director Nominees” and “Continuing Directors” in our Proxy Statement for the Annual Meeting of Shareholders to be held June [removed: 10, 2021] [added: 9, 2022] (the “Proxy Statement”).

The information in the Proxy Statement set forth under the captions “Director Compensation,” [removed: “2020] [added: “2021] Named Executive Officer Compensation,” “Compensation Committee Report,” and “Compensation Committee Interlocks and Insider Participation” is incorporated herein by reference.

[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)

| [Report of Independent Registered Public Accounting [removed: Firm](#i254c97c3e2c74290a1f6f221b76d49a1_52)] [added: Firm](#i7ae760e742fa4c07b35c833cddbb8fe9_52)] | | | [removed: [58](#i254c97c3e2c74290a1f6f221b76d49a1_52)] [added: [52](#i7ae760e742fa4c07b35c833cddbb8fe9_52)] | | |

| [Consolidated [removed: Balance](#i254c97c3e2c74290a1f6f221b76d49a1_55) [Sheets](#i254c97c3e2c74290a1f6f221b76d49a1_55) [at] [added: Balance Sheets at] December 31, [removed: 20](#i254c97c3e2c74290a1f6f221b76d49a1_55)[20](#i254c97c3e2c74290a1f6f221b76d49a1_55) [and 201](#i254c97c3e2c74290a1f6f221b76d49a1_55)9] [added: 2021 and 2020](#i7ae760e742fa4c07b35c833cddbb8fe9_55)] | | | [removed: [60](#i254c97c3e2c74290a1f6f221b76d49a1_55)] [added: [54](#i7ae760e742fa4c07b35c833cddbb8fe9_55)] | | |

| [Consolidated Statements of Income for the Years Ended December [removed: 31, 20](#i254c97c3e2c74290a1f6f221b76d49a1_61)[20](#i254c97c3e2c74290a1f6f221b76d49a1_61)[, 201](#i254c97c3e2c74290a1f6f221b76d49a1_61)[9](#i254c97c3e2c74290a1f6f221b76d49a1_61) [and 201](#i254c97c3e2c74290a1f6f221b76d49a1_61)8] [added: 31,](#i7ae760e742fa4c07b35c833cddbb8fe9_58) [2021](#i7ae760e742fa4c07b35c833cddbb8fe9_58)[,](#i7ae760e742fa4c07b35c833cddbb8fe9_58) [2020](#i7ae760e742fa4c07b35c833cddbb8fe9_58) [and](#i7ae760e742fa4c07b35c833cddbb8fe9_58) [2019](#i7ae760e742fa4c07b35c833cddbb8fe9_58)] | | | [removed: [61](#i254c97c3e2c74290a1f6f221b76d49a1_61)] [added: [55](#i7ae760e742fa4c07b35c833cddbb8fe9_58)] | | |

| [Consolidated Statements of Comprehensive Income for the Years Ended December [removed: 31, 20](#i254c97c3e2c74290a1f6f221b76d49a1_64)[20](#i254c97c3e2c74290a1f6f221b76d49a1_64)[, 201](#i254c97c3e2c74290a1f6f221b76d49a1_64)[9](#i254c97c3e2c74290a1f6f221b76d49a1_64) [and 201](#i254c97c3e2c74290a1f6f221b76d49a1_64)8] [added: 31,](#i7ae760e742fa4c07b35c833cddbb8fe9_61) [2021,](#i7ae760e742fa4c07b35c833cddbb8fe9_61) [2020](#i7ae760e742fa4c07b35c833cddbb8fe9_61) [and](#i7ae760e742fa4c07b35c833cddbb8fe9_61) [2019](#i7ae760e742fa4c07b35c833cddbb8fe9_61)] | | | [removed: [62](#i254c97c3e2c74290a1f6f221b76d49a1_64)] [added: [56](#i7ae760e742fa4c07b35c833cddbb8fe9_61)] | | |

| [Consolidated Statements of Stockholders’ Equity for the Years Ended December [removed: 31, 20](#i254c97c3e2c74290a1f6f221b76d49a1_67)[20](#i254c97c3e2c74290a1f6f221b76d49a1_67)[, 201](#i254c97c3e2c74290a1f6f221b76d49a1_67)[9](#i254c97c3e2c74290a1f6f221b76d49a1_67) [and 201](#i254c97c3e2c74290a1f6f221b76d49a1_67)8] [added: 31,](#i7ae760e742fa4c07b35c833cddbb8fe9_64) [2021,](#i7ae760e742fa4c07b35c833cddbb8fe9_64) [2020](#i7ae760e742fa4c07b35c833cddbb8fe9_64) [and](#i7ae760e742fa4c07b35c833cddbb8fe9_64) [2019](#i7ae760e742fa4c07b35c833cddbb8fe9_64)] | | | [removed: [63](#i254c97c3e2c74290a1f6f221b76d49a1_67)] [added: [57](#i7ae760e742fa4c07b35c833cddbb8fe9_64)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December [removed: 31, 20](#i254c97c3e2c74290a1f6f221b76d49a1_73)[20](#i254c97c3e2c74290a1f6f221b76d49a1_73)[, 201](#i254c97c3e2c74290a1f6f221b76d49a1_73)[9](#i254c97c3e2c74290a1f6f221b76d49a1_73) [and 201](#i254c97c3e2c74290a1f6f221b76d49a1_73)8] [added: 31,](#i7ae760e742fa4c07b35c833cddbb8fe9_67) [2021](#i7ae760e742fa4c07b35c833cddbb8fe9_67)[,](#i7ae760e742fa4c07b35c833cddbb8fe9_67) [2020](#i7ae760e742fa4c07b35c833cddbb8fe9_67) [and](#i7ae760e742fa4c07b35c833cddbb8fe9_67) [2019](#i7ae760e742fa4c07b35c833cddbb8fe9_67)] | | | [removed: [64](#i254c97c3e2c74290a1f6f221b76d49a1_73)] [added: [58](#i7ae760e742fa4c07b35c833cddbb8fe9_67)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i254c97c3e2c74290a1f6f221b76d49a1_76)] [added: Statements](#i7ae760e742fa4c07b35c833cddbb8fe9_70)] | | | [removed: [65](#i254c97c3e2c74290a1f6f221b76d49a1_76)] [added: [59](#i7ae760e742fa4c07b35c833cddbb8fe9_70)] | | |

| [removed: [10.10*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510134183/dex1012.htm)] [added: [10.10*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510134183/dex1011.htm)] | | | FLEETCOR Technologies, Inc. Annual Executive Bonus Program (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) | | |

| [removed: [10.12*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510134183/dex1013.htm)] [added: [10.12](http://www.sec.gov/Archives/edgar/data/1175454/000119312510134183/dex1017.htm)] | | | [removed: Offer Letter,] [added: Sixth Amended and Restated Registration Rights Agreement,] dated [removed: September 20, 2002,] [added: April 1, 2009,] between FLEETCOR Technologies, Inc. and [removed: Eric R. Dey] [added: each of the stockholders party thereto] (incorporated by reference to Exhibit [removed: 10.13] [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) | | |

| [removed: [10.13](http://www.sec.gov/Archives/edgar/data/1175454/000119312510134183/dex1017.htm)] [added: [10.20*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1043.htm)] | | | [removed: Sixth] 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) | | |

| [removed: [10.14](http://www.sec.gov/Archives/edgar/data/1175454/000119312511078175/dex1017.htm)] [added: [10.13](http://www.sec.gov/Archives/edgar/data/1175454/000119312511078175/dex1017.htm)] | | | 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) | | |

| [removed: [10.15](http://www.sec.gov/Archives/edgar/data/1175454/000119312510149947/dex1037.htm)] [added: [10.14](http://www.sec.gov/Archives/edgar/data/1175454/000119312510149947/dex1037.htm)] | | | 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) | | |

| [removed: [10.16](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1038.htm)] [added: [10.15](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1038.htm)] | | | 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) | | |

| [removed: [10.17*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1039.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1039.htm)[6](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1039.htm)[*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1039.htm)] | | | 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) | | |

| [removed: [10.18*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1040.htm)] [added: [10.17*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1040.htm)] | | | 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) | | |

| [removed: [10.19*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1041.htm)] [added: [10.18*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1041.htm)] | | | 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) | | |

| [removed: [10.20](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1042.htm)] [added: [10.19](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1042.htm)] | | | 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) | | |

| [removed: [10.21*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1043.htm)] [added: [10.24](https://www.sec.gov/Archives/edgar/data/1175454/000117545421000047/exh104.htm)[*](https://www.sec.gov/Archives/edgar/data/1175454/000117545421000047/exh104.htm)] | | | [removed: Amended and Restated Employee Noncompetition, Nondisclosure and Developments Agreement, dated November 29, 2010, between] FLEETCOR Technologies, Inc. [added: Amended] and [added: Restated 2010 Equity Compensation Plan, Key Employee Performance-Based Stock Option Certification to] Ronald F. [removed: Clarke (incorporated] [added: Clarke, dated September 30, 2021(incorporated] by reference to Exhibit [removed: No. 10.43 to Amendment No. 6] [added: 10.4] to the [removed: registrant’s Registration Statement on] [added: registrant's] Form [removed: S-1,] [added: 10-Q,] File No. [removed: 333-166092,] [added: 001-35004,] filed with the SEC on November [removed: 30, 2010)] [added: 9, 2021)] | | |

| [removed: [10.22](http://www.sec.gov/Archives/edgar/data/1175454/000119312512225964/d330922dex101.htm)] [added: [10.21](http://www.sec.gov/Archives/edgar/data/1175454/000119312512225964/d330922dex101.htm)] | | | 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) | | |

| [removed: [10.23](http://www.sec.gov/Archives/edgar/data/1175454/000129993318000137/exhibit1.htm)*] [added: [10.22](http://www.sec.gov/Archives/edgar/data/1175454/000129993318000137/exhibit1.htm)*] | | | 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) | | |

| [removed: [10.24](http://www.sec.gov/Archives/edgar/data/1175454/000119312514147981/d634148ddef14a.htm#toc634148_19)] [added: [10.23](http://www.sec.gov/Archives/edgar/data/1175454/000119312514147981/d634148ddef14a.htm#toc634148_19)] | | | FLEETCOR Technologies, Inc. Section 162(M) Performance—Based Program (incorporated by reference to Annex A to the registrant’s Proxy Statement, File No. 001-35004, filed with the SEC on April 18, 2014) | | |

| [10.47](http://www.sec.gov/Archives/edgar/data/1175454/000117545420000008/char1-1688978v2xsevent.htm) | | | Seventh Amendment to Credit Agreement, dated as of November 14, 2019, among FLEETCOR Technologies Operating Company, LLC, as the Company, FLEETCOR Technologies, Inc., as the Parent, the designated borrowers party hereto, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the other lenders party hereto Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sole lead arranger and sole bookrunner [removed: bookrunner] (incorporated by reference to Exhibit 10.53 to the registrant's Form 10-k, File No. 001-35004, filed with the SEC on March 2, 2020) | | |

| [removed: [10.50](https://www.sec.gov/Archives/edgar/data/1175454/000117545421000022/seventhamendmenttofiftharr.htm)] [added: [10.5](http://www.sec.gov/Archives/edgar/data/1175454/000117545421000022/seventhamendmenttofiftharr.htm)[0](http://www.sec.gov/Archives/edgar/data/1175454/000117545421000022/seventhamendmenttofiftharr.htm)] | | | Seventh Amendment to the Fifth Amended and Restated Receivables Purchase Agreement, dated November 13, 2020 by and among FleetCor Funding LLC, FleetCor Technologies Operating Company, LLC, PNC Bank, National Association as administrator for a group of purchasers and purchaser agents, and certain other parties thereto [added: (incorporated by reference to Exhibit 10.53 to the registrant's Form 10-k, File No. 001-35004, filed with the SEC on March 2, 2020)] | | |

| [removed: [21.1](https://www.sec.gov/Archives/edgar/data/1175454/000117545421000022/ex211subsidiarylisting.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/1175454/000162828022004531/ex211subsidiarylisting1.htm)] | | | List of subsidiaries of FLEETCOR Technologies, Inc. | | |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1175454/000117545421000022/ex231eyconsentexhibit2020.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1175454/000162828022004531/ex231eyconsentexhibit2021.htm)] | | | Consent of Independent Registered Public Accounting Firm | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1175454/000117545421000022/ex311q42020.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1175454/000162828022004531/ex311q42021.htm)] | | | Certification of Chief Executive Officer Pursuant to Section 302 | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1175454/000117545421000022/ex312q42020.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1175454/000162828022004531/ex312q42021.htm)] | | | Certification of Chief Financial Officer Pursuant to Section 302 | | |

| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1175454/000117545421000022/ex321q42020.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1175454/000162828022004531/ex321q42021.htm)] | | | Certification of Chief Executive Officer Pursuant to Section 906 | | |

| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/1175454/000117545421000022/ex322q42020.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/1175454/000162828022004531/ex322q42021.htm)] | | | Certification of Chief Financial Officer Pursuant to Section 906 | | |

| [10.51](http://www.sec.gov/Archives/edgar/data/0001175454/000117545421000028/fleetcor-eighthamendmentto.htm) | | | Eighth Amendment to the Fifth Amended and Restated Receivables Purchase Agreement, dated March 29, 2021 by and among FleetCor Funding LLC, FleetCor Technologies Operating Company, LLC, PNC Bank, National Association as administrator for a group of purchasers and purchaser agents, and certain other parties thereto (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, 2021) | | |

| [10.52](http://www.sec.gov/Archives/edgar/data/0001175454/000117545421000028/fleetcorboa-9thamendmentto.htm) | | | Ninth Amendment to Credit Agreement, dated as of April 30, 2021 among FLEETCOR Technologies Operating Company, LLC, as the Company, FLEETCOR Technologies, Inc., as the Parent, the designated borrowers party hereto, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the other borrowers hereto (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, 2021) | | |

| [1](http://www.sec.gov/Archives/edgar/data/0001175454/000117545421000047/exh103.htm)[0.53](http://www.sec.gov/Archives/edgar/data/0001175454/000117545421000047/exh103.htm) | | | Ninth Amendment to the Fifth Amended and Restated Receivables Purchase Agreement, dated September 15, 2021 by and among FleetCor Funding LLC, FleetCor Technologies Operating Company, LLC, PNC Bank, National Association as administrator for a group of purchasers and purchaser agents, and certain other parties thereto (incorporated by reference to Exhibit 10.3 to the registrant's Form 10-Q, File No. 001-35004, filed with the SEC on November 9, 2021) | | |

| [10.54](https://www.sec.gov/Archives/edgar/data/1175454/000162828022004531/exhibit1054executed10thame.htm) | | | Tenth Amendment to Credit Agreement, dated as of November 16, 2021 among FLEETCOR Technologies Operating Company, LLC, as the Company, FLEETCOR Technologies, Inc., as the Parent, the designated borrowers party hereto, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the other borrowers hereto | | |

| [10.55](https://www.sec.gov/Archives/edgar/data/1175454/000162828022004531/exhibit1055executed11thame.htm) | | | Eleventh Amendment to Credit Agreement, dated as of December 22, 2021 among FLEETCOR Technologies Operating Company, LLC, as the Company, FLEETCOR Technologies, Inc., as the Parent, the designated borrowers party hereto, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the other borrowers hereto | | |

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[Table](#i254c97c3e2c74290a1f6f221b76d49a1_7) [](#i254c97c3e2c74290a1f6f221b76d49a1_7)[of Contents](#i254c97c3e2c74290a1f6f221b76d49a1_7)

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned; thereunto duly authorized, in the City of Atlanta, State of Georgia, on [removed: February 26, 2021.][added: March 1, 2022.]

| | | | | | | [removed: Ronald] [added: Ronald] F. [removed: Clarke] [added: Clarke] | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of registrant and in the capacities indicated on [removed: February 26, 2021.][added: March 1, 2022.]