Corpay (CPAY) 10-K risk factor changes: FY2022 vs FY2021

The extent to which the [removed: outbreak] [added: ongoing effects] of the novel strain of the coronavirus (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) and its variants [removed: have] spread throughout the globe and [removed: have] negatively impacted the macroeconomic environment, significantly increasing economic uncertainty.

The outbreak [removed: has] resulted in regulatory and other authorities periodically implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders, and business shutdowns, as well as uncertainty regarding the scope or enforceability of vaccine mandates in certain jurisdictions.

These measures [removed: have] negatively impacted consumer and business spending and could continue to do so.

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

[removed: These] [added: Whiles these] measures [added: have largely eased, they] may [removed: remain] [added: return] in [removed: place or return, as applicable, for significant periods of time and they are likely to continue to] [added: the future with variants, which would] adversely affect our business, results of operations and financial condition.

While vaccines are currently being administered around the world, vaccine availability, the distribution of vaccines, efficacy to new strains of the virus and the public's willingness to get vaccinated or receive booster doses could limit their [removed: impact and extend the duration of the pandemic.][added: impact.]

Even after the COVID-19 global pandemic [removed: has] 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.

The extent to which the [added: ongoing effects of] COVID-19 [removed: outbreak] impacts our business, results of operations and financial condition will depend on [added: numerous factors and] future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the [added: transmissibility and severity of new variants of the virus, the] duration and spread of [removed: the] [added: any] outbreak, its severity, the actions to contain the virus or treat its impact through vaccines or otherwise, and how quickly and to what extent normal economic and operating conditions [removed: can] resume.

[removed: Even after the coronavirus outbreak has subsided,] [added: In addition,] we may continue to experience materially adverse impacts to our business as a result of [removed: its] [added: the continued] global economic [removed: impact,] [added: impact from COVID-19,] including any recession that has occurred or may occur in the future.

[removed: A substantial portion of our revenue is based on the volume of payment card transactions by our customers] Accordingly, our operating results could be adversely impacted by [added: such] events or trends that negatively impact the demand for fuel, business-related products and services, or payment card services in general.

For example, our transaction volume is generally correlated with general economic conditions and levels of spending, particularly in the U.S., Europe, [removed: Russia,] Latin America, [added: Russia,] Australia and New Zealand, and the related amount of business activity [removed: in economies in which we operate.]

[removed: In such event,] [added: Further,] we may not be able to successfully execute our EV strategy, which could further adversely impact our business.

For the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] our bad debt [removed: expense] [added: expense, inclusive of fraud losses,] was [removed: $37.9] [added: $131.1] million and [removed: $158.5] [added: $37.9] million, or [removed: 3] [added: 7] bps and [removed: 15] [added: 3] bps of total billings, respectively.

Revenues for late fees and finance charges [removed: represent 4%] [added: represented 5%] of our consolidated revenue for the year ended December 31, [removed: 2021.][added: 2022.]

[added: 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.

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 technologies, such as [removed: electric vehicles,] [added: EVs,] and changing opportunities, standards or customer requirements.

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 [removed: electric vehicles.][added: EVs.]

We believe during the year ended December 31, [removed: 2021,] [added: 2022,] approximately [removed: 12%] [added: 13%] of our consolidated revenue was directly influenced by the absolute price of fuel.

Approximately [removed: 5%] [added: 6%] of our consolidated revenue during the year ended December 31, [removed: 2021] [added: 2022] was derived from transactions where our revenue is tied to fuel price spreads.

The volatility is due to many factors outside our control, including new oil production or production slowdowns, supply and demand for oil and gas and market expectations of future [removed: supply and demand, political conditions, actions by OPEC and other major oil producing countries, speculative trading, government regulation, weather and general economic conditions.]

For the year ended December 31, [removed: 2021,] [added: 2022,] approximately [removed: 37%] [added: 39%] of our revenue was denominated in currencies other than the U.S. dollar (primarily, British pound, Brazilian real, Canadian dollar, Russian ruble, Mexican peso, Czech koruna, [removed: Euro,] [added: euro,] Australian dollar and New Zealand dollar).

[removed: In addition, we may not be able to obtain additional financing on] terms favorable to us, if at all, which could limit our ability to engage in acquisitions.

We have foreign operations in, or provide services for customers in more than [removed: 150] [added: 165] countries throughout North America, South America, Europe, Africa, Oceania and Asia.

Some of the countries where we operate, and other countries where we will seek to operate, such as Russia, Brazil and Mexico, have undergone significant political, economic and social change in recent years, and the risk of unforeseen changes in these countries may be greater than in the U.S. In addition, changes in laws or regulations, including with respect to payment service providers, taxation, information technology, data transmission and the Internet, revenues from non-U.S. operations or in the [added: interpretation of existing laws or regulations, whether caused by a change in government or otherwise, could materially adversely affect our portfolio, operating results and financial condition.]

[removed: Specifically, the] [added: The] current conflict between Russia and Ukraine is creating substantial uncertainty about the role Russia will play in the global economy in the future.

In addition, certain of our subsidiaries are subject to regulation under the BSA by [removed: the Financial Crimes Enforcement Network (FinCEN)] [added: FinCEN] and must comply with applicable AML requirements, including implementation of an effective AML program.

[added: 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.

Additionally, certain foreign exchange derivatives transactions we may enter into in the future may be subject to centralized clearing [removed: requirements,] [added: requirements] or may be subject to margin requirements in the U.S., U.K., and European Union or other jurisdictions.

Additionally, the regulatory regimes for derivatives in the U.S., U.K., and European Union, such as under the Dodd-Frank Act and the Markets in Financial Instruments Directive (MiFID II) are continuing to evolve and changes to such regimes, our designation under such regimes, [added: our associated costs for entering into derivatives transactions] or the implementation of new rules under such regimes, such as future registration requirements and increased regulation of derivative contracts, may result in additional costs to our business.

The compliance standards relate to our infrastructure, components, and operational procedures designed to safeguard the [removed: confidentiality and security of non-public consumer personal information received from our customers.]

[removed: In such event,] [added: Further,] we may not be able to successfully execute our [removed: electric vehicle] [added: EV] strategy, which could further adversely affect our business.

[removed: Further, these types of matters could divert our management’s attention and other resources away from our business.In] [added: 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 types of inquiries, audits, reviews, and investigations could result in the institution of administrative or civil proceedings, sanctions and the payment of fines and penalties, various forms of injunctive relief and redress, changes in personnel, and increased review and scrutiny by customers, [removed: regulatory authorities, the media and others, which could be significant and could have a material adverse effect on our business, reputation, financial condition and results of operations.]

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

At December 31, [removed: 2021,] [added: 2022,] we had approximately [removed: $6.0] [added: $7.1] billion of debt outstanding under our Credit Facility and Securitization Facility.

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

[removed: The majority of our indebtedness] [added: Our term loan B] bears interest at a variable rate based on LIBOR.

Our balance sheet includes goodwill and intangible assets that represent approximately [removed: 55%] [added: 52%] of our total assets at December 31, [removed: 2021.][added: 2022.]

Under current accounting standards, we are required to amortize certain intangible assets over the useful life of the asset, while goodwill and [removed: indefinite lived] [added: indefinite-lived] intangible assets are not amortized.

An incident may not be detected until well after it occurs and the severity and potential impact may not be fully known for a substantial period of time after it has been discovered.

Our ability to address incidents may also depend on the timing and nature of assistance that may be provided from relevant governmental or law enforcement agencies.

In addition, the risk of cyber-attacks has increased in connection with the military conflict between Russia and Ukraine and the resulting geopolitical conflict.

In light of those and other geopolitical events, nation-state actors or their supporters may launch retaliatory cyber-attacks, and may attempt to cause supply chain and other third-party service provider disruptions, or take other geopolitically motivated retaliatory actions that may disrupt our business operations, result in data compromise, or both.

Nation-state actors have in the past carried out, and may in the future carry out, cyber-attacks to achieve their aims and goals, which may include espionage, information operations, monetary gain, ransomware, disruption, and destruction.

In February 2022, the U.S. Cybersecurity and Infrastructure Security Agency issued a warning for American organizations noting the potential for Russia’s cyber-attacks on Ukrainian government and critical infrastructure organizations to impact organizations both within and beyond the U.S., particularly in the wake of sanctions imposed by the U.S. and its allies.

These circumstances increase the likelihood of cyber-attacks and/or security breaches.

Adverse macroeconomic conditions within the U.S. or internationally, including but not limited to recessions, inflation, rising interest rates, high unemployment, currency fluctuations, actual or anticipated large-scale defaults or failures, rising energy prices, or a slowdown of global trade, and reduced consumer, small business, government, and corporate spending, have a direct impact on the demand for fuel, business-related products and services, or payment card services in general.

A substantial portion of our revenue is based on the volume of payment card transactions by our customers.

in economies in which we operate.

supply and demand, political conditions, actions by OPEC and other major oil producing countries, speculative trading, government regulation, weather and general economic conditions.

In addition, we may not be able to obtain additional financing on

In addition, from time to time, we may divest businesses, for, among other things, alignment with our strategic objectives.

We may not be able to complete desired or proposed divestitures on terms favorable to us.

Gains or losses on the sales of, or lost operating income from, those businesses may affect our profitability and margins.

Moreover, we may incur asset impairment charges related to divestitures that reduce our profitability.

Our divestiture activities may present financial, managerial and operational risks.

Those risks include diversion of management attention from existing businesses, difficulties separating personnel and financial and other systems, possible need for providing transition services to buyers, adverse effects on existing business relationships with suppliers and customers and indemnities and potential disputes with the buyers.

Any of these factors could adversely affect our business, financial condition, and results of operations.

Although the extent, duration, severity and outcome of the ongoing military conflict between Russia and Ukraine is highly unpredictable, this conflict could lead to significant market and other disruptions.

The escalation or continuation of this conflict presents heightened risks and has resulted and could continue to result in volatile commodity markets, supply chain disruptions, increased risk of cyber incidents or other disruptions to information systems, heightened risks to employee safety, significant volatility of the Russian ruble, limitations on access to credit markets, increased operating costs (including fuel and other input costs), the frequency and volume of failures to settle securities transactions, inflation, potential for increased volatility in commodity, currency and other financial markets, safety risks, and restrictions on the transfer of funds to and from Russia.

We cannot predict how and the extent to which the conflict will affect our customers, operations or business partners or the demand for our products and our global business.

Depending on the actions we take or are required to take, the ongoing conflict could also result in loss of assets or impairment charges.

Additionally, we may also face negative publicity and reputational risk based on the actions we take or are required to take as a result of the conflict, which could damage our brand image or corporate reputation.

The extent of the impact of these tragic events on our business remains uncertain and will continue to depend on numerous evolving factors that we are not able to accurately predict, including the extent, severity, duration and outcome of the conflict.

We are actively monitoring the situation and assessing its impact on our business, analyzing options as they develop, pursuing the potential disposition of our Russian operations, and refining crisis response materials designed to mitigate the impact of disruptions to our business.

Subject to ongoing negotiations, we currently expect to complete the disposition of the Russia business in the second or third quarter of 2023.

In response to the Russian invasion of Ukraine, the U.S., the European Union, the U.K. and other governments have imposed sanctions and other restrictive measures.

Such sanctions, and other measures, as well as countersanctions or other responses from Russia or other countries have adversely affected, and will adversely affect, the global economy and financial markets and could adversely affect our business, financial condition and results of operations or otherwise aggravate the other risk factors that we identify herein.

We cannot predict the scope of future developments in sanctions, punitive actions or macroeconomic factors arising from the conflict.

These measures are complex and still evolving.

Our efforts to comply with such measures may be costly and time consuming and will divert the attention of management.

Any alleged or actual failure to comply with these measures may subject us to government scrutiny, civil or criminal proceedings, sanctions, and other liabilities, which may have a material and adverse effect on our operations, financial condition, and results of operations.

In light of all of these events, we have developed and are continuing to refine our business continuity plan and crisis response materials to mitigate the impact of disruptions to our business, but it is unclear if our plan will successfully mitigate all potential disruptions.

If our business continuity plan fails to mitigate some or all disruptions, it could have a material and adverse effect on our business, financial condition, and results of operations.

Our business in Russia accounted for approximately 3.3% and 2.8% of our consolidated net revenues and 7.2% and 5.0% of our net income for the years ended December 31, 2022 and 2021, respectively.

Our assets in Russia were approximately 3.2% and

2.4% of our consolidated assets at December 31, 2022 and 2021, respectively.

The net book value of our assets in Russia at December 31, 2022 was approximately $226.1 million of which $215.8 million is restricted cash.

As described in Note 4 to our consolidated financial statements, we currently have not recognized any impairment charges related to the assets of our Russian business.

If

interpretation of existing laws or regulations, whether caused by a change in government or otherwise, could materially adversely affect our portfolio, operating results and financial condition.

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.

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 these events could adversely impact consumer and investor confidence, and the level of consumer purchases of discretionary items and retail products globally.

Changes in this regulatory environment,

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

The Alternative Reference Rates Committee has proposed the Secured Overnight Financing Rate ("SOFR") as its recommended alternative to USD LIBOR, and the Federal Reserve Bank of New York began publishing SOFR rates in April 2018.

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

The following discussion and analysis of our financial condition and results of operations generally discusses [removed: 2021 and 2020 items] [added: 2022] and [added: 2021 items, with] year-over-year comparisons between [removed: 2021 and 2020.][added: these two years.]

A detailed discussion of [removed: 2020] [added: 2021] items and year-over-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] 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: 2020.][added: 2021.]

Businesses spend an estimated [removed: $125] [added: $135] trillion each year with other businesses.

Digital payments are faster and more secure than paper-based methods such as checks, and provide timely and detailed data [removed: which] [added: that] can be utilized to effectively reduce unauthorized purchases and fraud, automate data entry and reporting, and eliminate reimbursement processes.

Our wide range of modern, digitized solutions generally provides control, reporting, and automation benefits superior to many of the payment methods businesses often [removed: used,] [added: use] such as cash, paper checks, general purpose credit cards, as well as employee pay and reclaim processes.

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

The extent to which the COVID-19 pandemic continues to impact our business operations, financial results, and liquidity [removed: into 2022] [added: through the remainder of 2023] will depend on numerous evolving factors that we may not be able to accurately predict or assess, including the [added: continued] duration and scope of the pandemic and the geographies most affected; [removed: vaccine availability globally,] the [removed: distribution] [added: transmissibility and severity] of [added: new variants of] the [removed: vaccines,] [added: virus; vaccine availability globally, distribution,] efficacy to new strains of the [removed: virus] [added: virus, the effectiveness of vaccines] and [added: treatments over] the [added: long term and against new variants, and the] public's willingness to get [removed: vaccinated or receive booster doses, including] [added: vaccinated,] potential disruptions impacting our suppliers and vendors resulting, directly or indirectly, from [added: new outbreaks of COVID-19,] vaccine mandates and/or vaccine hesitancy; [removed: our response to] the [removed: continued impact of the pandemic; the] negative impact [removed: it] [added: the COVID-19 pandemic] 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 [removed: 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 [removed: ability of our suppliers, vendors and customers to successfully address the continued impacts] [added: effectiveness] of [removed: the pandemic; and] actions [added: that] governments, businesses and [removed: individuals] [added: individuals, including FLEETCOR,] take in response to the pandemic; [added: the inflationary impact of actions taken in connection with government] and [added: business responses to the COVID-19 pandemic; and] how quickly economies recover after [removed: the pandemic] [added: any new or continuing outbreak of COVID-19] 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: 2021] [added: 2022] and [removed: 2020] [added: 2021] (in millions, except per share amounts).

| Revenues, net | | | | | | $ | [removed: 2,834] [added: 3,427] | | | | | $ | [removed: 2,389] [added: 2,834] | | | | |

| Net income | | | | | | $ | [removed: 839] [added: 954] | | | | | $ | [removed: 704] [added: 839] | | | | |

| Net income per diluted share | | | | | | $ | [removed: 9.99] [added: 12.42] | | | | | $ | [removed: 8.12] [added: 9.99] | | | | |

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: 2021] [added: 2022] and [removed: 2020] [added: 2021] (in millions, except per share amounts).

| Adjusted net income | | | | | | $ | [removed: 1,110] [added: 1,237] | | | | | $ | [removed: 962] [added: 1,110] | | | | |

| Adjusted net income per diluted share | | | | | | $ | [removed: 13.21] [added: 16.10] | | | | | $ | [removed: 11.09] [added: 13.21] | | | | |

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 [added: U.S. generally accepted accounting principles, or] GAAP.

We provide our payment solutions to our business, merchant, consumer and payment network customers in more than [removed: 150] [added: 165] countries around the world today, although we operate primarily in [removed: 3] [added: three] geographies, with approximately [removed: 87%] [added: 85%] of our business in the U.S., Brazil, and the U.K. Our customers may include commercial businesses (obtained through direct and indirect [removed: channels),] [added: channels) and] partners for whom we manage payment programs, as well as individual consumers.

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

Our [removed: Expense Management solutions (Fuel, Tolls,] [added: Vehicle] and [removed: Lodging)] [added: Mobility solutions] are purpose-built to [removed: provide] [added: enable our business and consumer] customers [removed: with] [added: to pay for vehicle and mobility-related expenses, while providing] greater control and visibility of employee spending when compared with less specialized payment methods, such as cash or general-purpose credit cards.

Our Corporate Payments solutions [added: simplify and automate vendor payments and] are designed to help businesses streamline the back-office operations associated with making outgoing payments.

Companies save time, cut costs, and manage B2B payment processing more efficiently with our suite of corporate payment solutions, including [removed: accounts payable (AP)] [added: AP] automation, virtual cards, cross-border, and purchasing and T&E cards.

Revenues, net, by Segment. For the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] our segments generated the following [removed: revenue] [added: revenues, net] (in millions):

| [added: Revenues by Segment*] | | | | | | Revenues, net | | | | | | % of Total Revenues, net | | | | | | Revenues, net | | | | | | % of Total Revenues, net | | |

| Brazil | | | | | | [removed: 368.1] [added: 442.2] | | | | | | 13 | | % | | | | [removed: 344.2] [added: 368.1] | | | | | | [removed: 14] [added: 13] | | % |

Revenues, net, by Geography and Solution. [removed: Revenue] [added: Revenues, net] by geography and solution category for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020 (in millions), was] [added: 2021, were] as [removed: follows:][added: follows (in millions):]

| (Unaudited) | | | | | | [removed: 2021 | | | | | | | | | | | | 2020 | | | | | | | | |] [added: 2022] | | | | | | [added: 2021] | | |

| United States | | | | | | $ | [removed: 1,785.2] [added: 2,093.9] | | | | | [removed: 63] [added: 61] | | % | | | | $ | [removed: 1,467.5] [added: 1,785.2] | | | | | [removed: 61] [added: 63] | | % | | | | | | | | | |

| Brazil | | | | | | [removed: 368.1] [added: 442.2] | | | | | | 13 | | % | | | | [removed: 344.2] [added: 368.1] | | | | | | [removed: 14] [added: 13] | | % | | | | | | | | | |

| United Kingdom | | | | | | [removed: 321.8] [added: 363.3] | | | | | | 11 | | % | | | | [removed: 262.9] [added: 321.8] | | | | | | 11 | | % | | | | | | | | | |

| Other | | | | | | [removed: 358.6] [added: 527.7] | | | | | | [removed: 13] [added: 15] | | % | | | | [removed: 314.2] [added: 358.6] | | | | | | 13 | | % | | | | | | | | | |

| Consolidated revenues, net | | | | | | $ | [removed: 2,833.7] [added: 3,427.1] | | | | | 100 | | % | | | | $ | [removed: 2,388.9] [added: 2,833.7] | | | | | 100 | | % | [removed: | | | | | | | | |]

| (Unaudited) | | | | | | [removed: 2021] [added: 2022] | | | | | | [added: 2021] | | | | | | [removed: 2020] [added: 2022] | | | | | | [added: 2021] | | |

| Fuel | | | | | | $ | [removed: 1,180.1] [added: 1,378.3] | | | | | [removed: 42] [added: 40] | | % | | | | $ | [removed: 1,057.2] [added: 1,180.1] | | | | | [removed: 44] [added: 42] | | % |

| Corporate Payments | | | | | | [removed: 600.0] [added: 772.4] | | | | | | [removed: 21] [added: 23] | | % | | | | [removed: 434.0] [added: 600.0] | | | | | | [removed: 18] [added: 21] | | % |

| Tolls | | | | | | [removed: 306.0] [added: 362.2] | | | | | | 11 | | % | | | | [removed: 292.0] [added: 306.0] | | | | | | [removed: 12] [added: 11] | | % |

| Lodging | | | | | | [removed: 309.6] [added: 456.5] | | | | | | [removed: 11] [added: 13] | | % | | | | [removed: 207.0] [added: 309.6] | | | | | | [removed: 9] [added: 11] | | % |

| Gift | | | | | | [removed: 179.5] [added: 194.5] | | | | | | 6 | | % | | | | [removed: 154.4] [added: 179.5] | | | | | | 6 | | % |

| Other | | | | | | [removed: 258.5] [added: 263.2] | | | | | | [removed: 9] [added: 8] | | % | | | | [removed: 244.3] [added: 258.5] | | | | | | [removed: 10] [added: 9] | | % |

| Consolidated revenues, net | | | | | | $ | [removed: 2,833.7] [added: 3,427.1] | | | | | 100 | | % | | | | $ | [removed: 2,388.9] [added: 2,833.7] | | | | | 100 | | % | [added: | | | | | | | | |]

The remaining revenues [removed: represents] [added: represent] other products that due to their nature or size, are not considered primary products.

The following table [removed: provides] [added: presents] revenue per key performance metric by solution [removed: category as reported and organically] for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] (in millions except revenues, net per key performance [removed: metric).*][added: indicator).*]

FLEETCOR is a leading global business payments company that helps businesses spend less by enabling them to better manage their expense-related purchasing and vendor payments processes.

FLEETCOR’s smarter payment and spend management solutions are delivered in a variety of ways depending on the needs of the customer.

From physical payment cards to software that includes customizable controls and robust payment capabilities, we provide businesses with a better way to pay.

The novel strain of coronavirus (including variants thereof, "COVID-19") negatively impacted our results of operations and liquidity and various aspects of the world economy and our customers, suppliers and vendors.

Impact of Russia's Invasion of Ukraine on Our Business

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

Although the length, impact and outcome of the ongoing military conflict between Russia and Ukraine is highly unpredictable, this conflict could lead to significant market and other disruptions.

The escalation or continuation of this conflict presents heightened risks and has resulted and could continue to result in volatile commodity markets, supply chain disruptions, increased risk of cyber incidents or other disruptions to information systems, heightened risks to employee safety, significant volatility of the Russian ruble, limitations on access to credit markets, increased operating costs (including fuel and other input costs), the frequency and volume of failures to settle securities transactions, inflation, potential for increased volatility in commodity, currency and other financial markets, safety risks, and restrictions on the transfer of funds to and from Russia.

We cannot predict how and the extent to which the conflict will affect our customers, operations or business partners or

the demand for our products and our global business.

Depending on the actions we take or are required to take, the ongoing conflict could also result in loss of cash, assets or impairment charges.

Additionally, we may also face negative publicity and reputational risk based on the actions we take or are required to take as a result of the conflict, which could damage our brand image or corporate reputation.

The extent of the impact of these tragic events on our business remains uncertain and will continue to depend on numerous evolving factors that we are not able to accurately predict, including the extent, severity, duration and outcome of the conflict.

We are actively monitoring the situation and assessing its impact on our business, analyzing options as they develop, pursuing the potential disposition of our Russian operations, and refining crisis response materials designed to mitigate the impact of disruptions to our business.

Subject to ongoing negotiations, we currently expect to complete the disposition of the Russia business in the second or third quarter of 2023.

There can be no assurance that our plan will successfully mitigate all disruptions.

To date we have not experienced any material interruptions in our infrastructure, technology systems or networks needed to support our operations.

The extent, severity, duration and outcome of the military conflict, sanctions and resulting market disruptions could be significant and could potentially have substantial impact on the global economy and our business for an unknown period of time.

Any such disruptions may also magnify the impact of other risks described herein.

Our business in Russia accounted for approximately 3.3% and 2.8% of our consolidated net revenues and 7.2% and 5.0% of our net income for the years ended December 31, 2022 and 2021, respectively.

Our assets in Russia were approximately 3.2% and 2.4% of our consolidated assets at December 31, 2022 and 2021, respectively.

The net book value of our assets in Russia at December 31, 2022 was approximately $226.1 million of which $215.8 million is restricted cash.

As described in Note 4 to our consolidated financial statements, we currently have not recognized any impairment charges related to the assets of our Russian business.

However, the extent, severity, duration and outcome of the conflict between Russia and Ukraine and related sanctions could potentially impact the value of our assets in Russia as the conflict continues.

Our Russian business is part of our Fleet segment.

| | | | | | | 2022 | | | | | | 2021 | | | | | |

| | | | | | | 2022 | | | | | | 2021 | | | | | |

In the second quarter of 2022, in order to align with recent changes in the organizational structure and management reporting, the Company updated its segment structure.

The presentation of segment information has been recast for the prior years to align with this segment presentation for 2022.

We manage and report our operating results through the following reportable segments, Fleet, Corporate Payments, Lodging, Brazil and Other, which aligns with how the Chief Operating Decision Maker (CODM) allocates resources, assesses performance and reviews financial information.

Our Vehicle and Mobility solutions include fuel, lodging, tolls and other complementary products.

We provide other payments solutions that are not considered within our Vehicle and Mobility and Corporate Payments solutions, including gift and payroll card.

| | | | | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | |

| Fleet | | | | | | $ | 1,504.9 | | | | | 44 | | % | | | | $ | 1,320.1 | | | | | 47 | | % |

| Other | | | | | | 251.0 | | | | | | 7 | | % | | | | 235.9 | | | | | | 8 | | % |

Other includes our Gift and Payroll card businesses.

| | | | | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | | | | | | | | | | |

| | | | | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | |

| Corporate Payments | | | | | | 772.4 | | | | | | 23 | | % | | | | 600.0 | | | | | | 21 | | % |

| Lodging | | | | | | 456.5 | | | | | | 13 | | % | | | | 309.6 | | | | | | 11 | | % |

FLEETCOR is a leading global provider of digital payment solutions that enables businesses to control purchases and make payments more effectively and efficiently.

Since its incorporation in 2000, FLEETCOR has continued to deliver on its mission: to provide businesses with “a better way to pay”.

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

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

In 2020, our operations 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 early 2021.

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 | | | | | |

FLEETCOR has three reportable segments, North America, International, and Brazil.

We report these three segments as they reflect how we organize and manage our global employee base, manage operating performance, contemplate the differing regulatory environments across geographies, and help us isolate the impact of foreign exchange fluctuations on our financial results.

FLEETCOR provides several other payments solutions that, due to their nature or size, are not considered within our Corporate Payments and Expense Management solutions.

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

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

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

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

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

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

| \- Tags (average monthly) | | | | | | 5.9 | | | | | | 5.4 | | | | | | 0.5 | | | | | | 9 | | % | | | | 5.9 | | | | | | 5.4 | | | | | | 0.5 | | | | | | 9 | | % |

| \- 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 | | % |

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

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

| | | |

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

*•Investment (gain) loss, net*—Our investment results primarily relate to impairment charges related to our investments and unrealized gains and losses related to a noncontrolling interest in a marketable security, which was disposed in 2020.

- *Interest rates*—Our results of operations are affected by interest rates.

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

- In March 2022, we acquired a software business that streamlines disruption events for airline passengers.

*2020*

*•*On November 30, 2020, we completed the acquisition of a fuel card provider in New Zealand for an immaterial amount.

- On August 10, 2020, we completed the acquisition of a business in the lodging space in the U.S. for an immaterial amount.

| North America | | | | | | $ | 1,921.1 | | | | | 67.8 | | % | | | | $ | 1,581.5 | | | | | 66.2 | | % | | | | $ | 339.5 | | | | | 21.5 | | % |

| Brazil | | | | | | 368.1 | | | | | | 13.0 | | % | | | | 344.2 | | | | | | 14.4 | | % | | | | 23.8 | | | | | | 6.9 | | % |

| International | | | | | | 544.6 | | | | | | 19.2 | | % | | | | 463.1 | | | | | | 19.4 | | % | | | | 81.5 | | | | | | 17.6 | | % |

| Processing | | | | | | 559.8 | | | | | | 19.8 | | % | | | | 596.4 | | | | | | 25.0 | | % | | | | (36.5) | | | | | | (6.1) | | % |

| Selling | | | | | | 262.1 | | | | | | 9.2 | | % | | | | 192.7 | | | | | | 8.1 | | % | | | | 69.4 | | | | | | 36.0 | | % |

Revenues from our international businesses were [removed: 37.0%, 38.6%] [added: 38.9%] and [removed: 39.8%] [added: 37.0%] of total revenues for the years ended December 31, [removed: 2021, 2020,] [added: 2022,] and [removed: 2019,] [added: 2021,] respectively.

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: 2021] [added: 2022] by approximately [removed: $48.0] [added: $68.4] million had the U.S. dollar exchange rate increased or decreased relative to the currencies to which we had exposure.

[removed: When exchange rates and currency positions as of December 31, 2020 and 2019 were used to perform this sensitivity analysis,] [added: Similarly,] the analysis [added: for the prior year] 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: 2020 and 2019] [added: 2021] by approximately [removed: $42.4] [added: $48.0] million [removed: and $47.7 million, respectively.][added: had the U.S. dollar exchange rate increased or decreased relative to the currencies to which we had exposure.]

As of December 31, [added: 2022, and] 2021, we had [removed: $4.9] [added: $5.8] billion [added: and $4.9 billion, respectively,] of variable rate debt outstanding under our Credit Agreement.

For each of these swap contracts, we [removed: will] receive one month LIBOR.

While these agreements are intended to lessen the impact of rising interest rates on us, they also expose us to the risk that the other parties to the agreements will not perform, we could incur significant costs associated with the settlement of the agreements, the agreements will be unenforceable and the underlying transactions will fail to qualify as highly-effective cash flow hedges under [removed: U.S.] GAAP.

See Note [removed: 17] [added: 16] of the accompanying consolidated financial statements for information about the swap contracts.

[removed: If] [added: Based on the amounts and mix of our fixed and floating rate debt (exclusive of our Securitization Facility) at December 31, 2022 and 2021, if] market interest rates had increased or decreased an average of 100 basis [removed: points and assuming we had an outstanding balance on] [added: points,] our [removed: credit facility and term loans of $2.9 billion not fixed by] interest [removed: rate swap contracts at] [added: expense for the years ended] December 31, [removed: 2021, our interest expense] [added: 2022 and 2021] would have changed by approximately [removed: $29.0 million.][added: $43 million and $29 million, respectively.]

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

[removed: We experience fuel price spread contraction] when the merchant’s wholesale cost of fuel increases at a faster rate than the fuel price we charge to our customers, or the fuel price we charge to our customers decreases at a faster rate than the merchant’s wholesale cost of fuel.

We experience fuel price spread contraction

Exchange rates and currency positions as of December 31, 2021 were used to perform the sensitivity analysis.

We have utilized International and Brazil segment operating income as a proxy for foreign earnings.

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

The

Businesses spend an estimated [removed: $125] [added: $135] trillion each year with other businesses.

Digital payments are faster and more secure than paper-based methods such as checks, and provide timely and detailed data [removed: which] [added: that] can be utilized to effectively reduce unauthorized purchases and fraud, automate data entry and reporting, and eliminate reimbursement processes.

Our wide range of modern, digitized solutions generally provides control, reporting, and automation benefits superior to many of the payment methods businesses often [removed: used] [added: use] such as cash, paper checks, general purpose credit cards, as well as employee pay and reclaim processes.

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

- high EBITDA margins and cash flow translation [removed: given] [added: with] limited infrastructure investment requirements.

We report these [removed: three] segments as they reflect how we organize and manage our global employee base, manage operating performance, [added: and] contemplate the differing regulatory environments across [removed: geographies,] [added: geographies] and [removed: help us isolate the impact of foreign exchange fluctuations on our financial results.][added: solutions.]

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

Our [removed: Expense Management] [added: Vehicle and Mobility] solutions are purpose-built to [removed: provide] [added: enable our business and consumer] customers [removed: with] [added: to pay for vehicle and mobility-related expenses, while providing] greater control and visibility of employee spending when compared with less specialized payment methods, such as cash or general-purpose credit cards.

Our [removed: proprietary processing and card management] solutions provide customers with significant [added: control] capabilities including: customizable user-level controls, [removed: detailed transaction reporting,] programmable alerts, [removed: configurable networks, contract price validation] and [removed: audit, and tax management and reporting.][added: detailed transaction reporting, among]

Our customers can use [removed: these] [added: the] data, controls and tools to combat [removed: fraud and] employee [removed: misuse,] [added: misuse and fraud,] streamline expense administration and potentially lower their operating costs.

We utilize both proprietary and third-party payment acceptance networks to deliver our [removed: Expense Management] [added: Vehicle and Mobility] solutions.

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

At the most 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: electricity.][added: electricity, while also providing online control, reporting and tracking capabilities to fleet operators.]

The [removed: measurement] [added: measurement, control] and payment needs of our customers operating electric vehicles (EV) are similar to those operating traditional, internal combustion vehicles, just centered around electricity usage instead of gas or diesel usage.

As we help our customers manage through the transition to EVs, [removed: we expect] many of them [removed: to] [added: will] operate mixed [removed: fleets,] [added: fleets for a long period of time,] and will need access to [added: all modalities of fueling, including] networks of fuel stations, electric charging stations both on the road and at the office, in addition to at-home charging options.

Considering the increased complexity of managing a mixed fleet or an all EV fleet, [removed: we believe the value of] our [removed: solutions will endure,] [added: product sets are positioned to remain valuable and capture transaction economics,] regardless of the [added: vehicle type or] propulsion method.

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

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

Our fuel partners include British Petroleum (BP), Arco, Speedway, [removed: and] Casey's and over [removed: 650] [added: 640] fuel marketers of all sizes.

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

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

Operated only in Brazil, we are the leading electronic toll payments provider to businesses and consumers in the form of radio frequency identification (RFID) tags affixed to [removed: vehicles’] [added: vehicle] windshields.

Our [removed: Toll] [added: Tolls] solution operates on our proprietary Sem PararTM network, which processes transactions for more than [removed: 6] [added: 6.3] million tagholders on 100% of the toll roads that accept RFID across Brazil.

Our [removed: Toll] [added: Tolls] solution also provides commercial customers with driver routing controls and fare auditing, mostly in the form of vehicle type and axle count configuration.

Our tags may also be used at [removed: over 4,100] [added: approximately 5,700] participating merchant locations to purchase goods and [removed: services, other than tolls,] [added: services while in the vehicle,] such as parking, fuel, car washes, and meals at drive-through [removed: restaurants, while in a vehicle.][added: restaurants.]

Our Corporate Payments solutions are designed to help businesses streamline the back-office operations associated with making outgoing [removed: payments.][added: payments to vendors.]

Companies can save time, cut costs, and manage B2B payment processing more efficiently with our suite of [removed: Corporate Payment] [added: corporate payment] solutions, including [removed: accounts payable (AP)] [added: 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 [removed: simplest,] [added: simplest] small [removed: business,] [added: business] to the most [removed: complex,] [added: complex] large enterprise.

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

We have built a proprietary merchant acceptance [removed: network, which we believe is largest in the industry,] [added: network] that accepts our Virtual Card payments.

Our merchant acceptance network is unique [removed: from all others,] due to the nature of commercial Virtual Card acceptance.

This two-sided transaction, where both payor and receiver are [removed: both] in our network, provides substantial payment security relative to paper checks or ACH.

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

We provide fully integrated gift card program management and processing services to retailers in [removed: 60] [added: 64] countries, in both plastic and digital form.

[removed: *Payroll Card* –] We offer a payroll card solution in North America in the form of a reloadable stored value card, that can be used instead of a paper payroll check.

Our solution operates on the Mastercard payment network and the Allpoint ATM network, and the payroll cards are issued to our customers’ employees, and funded by the employees’ [removed: 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 network, which processes transactions for fleet customers at over [removed: 8,900] [added: 9,200] service centers across the U.K. We also offer compliance service to the U.K.’s heavy goods (truck) operators, workshops and drivers.

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

[removed: We have a robust, digital sales platform] [added: In addition, we leverage an omni-channel approach] that enables our sales people to be more efficient by improving their prospecting efforts through [removed: web] [added: digitally] sourced leads.

[removed: With the shift of customer behavior to the web for much of their consumer purchases, we have built and] [added: We] continue to expand online, end-to-end capability where the customers can buy, onboard and manage their accounts on their own.

FLEETCOR is a leading global business payments company that helps businesses spend less by enabling them to better manage their expense-related purchasing and vendor payments processes.

Since its incorporation in 2000, FLEETCOR’s smarter payment and spend management solutions have been delivered in a variety of ways depending on the needs of the customer.

From physical payment cards to software that includes customizable controls and robust payment capabilities, we provide businesses with a better way to pay.

We sell stand-alone products and services, and are currently organizing and establishing platforms where a single customer can use multiple products from one user interface.

It is important to note that we compete mostly with legacy payment methods and traditional ways of paying, such as cash and checks.

FLEETCOR has the following reportable segments: Fleet, Corporate Payments, Lodging, Brazil and Other.

Our Vehicle and Mobility solutions help control and monitor employee spending while in the field or in a vehicle and include fuel, lodging, tolls and other complementary products.

Our Corporate Payments solutions simplify and automate vendor payments and include accounts payable (AP) automation, virtual cards, cross-border, and purchasing and travel and entertainment (T&E) card products.

Vehicle and Mobility Solutions

others.

Our solutions are fuel type agnostic.

Many of our solutions also have additional capabilities, where we can enable the fuel card to allow customers to purchase a limited set of non-fuel items, such as oil, and vehicle maintenance supplies.

Our EV networks, primarily in western Europe, offer access to hundreds of thousands of charge points, while also providing operating software for the charge point operators and the management of at-home charging.

We utilize both proprietary and third-party networks where we provide access to deeply discounted hotel rooms with enhanced controls and reporting, and audit and tax management services.

This solution is often sold in conjunction with our AP Automation and Virtual Card solutions.

Additional Solutions

Payroll Card

We perform a detailed application review of all new applications for credit evaluating the applications for both fraud as well as credit risk.

With both the fraud and credit review we leverage third-party data sources, including device data, fraud scores and credit bureau data to name a few.

Our primary competition is from financial institutions providing a full suite of financial products, including general purpose cards, AP payments (i.e. check and ACH), and FX solutions.

We own and control all the critical components to our offering, creating improved speed to market and proprietary feature functionality in the marketplace.

In the U.S., we are now subject to several comprehensive data privacy laws at the state level, including the California Consumer Privacy Act, as amended by the California Privacy Rights Act, the Virginia Consumer Data Protection Act, the Colorado Privacy Act (effective July 1, 2023), the Connecticut Data Privacy Act (effective July 1, 2023), and the Utah Consumer Privacy Act (effective December 31, 2023).

We are also subject to the separate security breach notification laws of each of the 50 states, and the District of Columbia.

Some of the non-U.S. data protection laws, including in the U.K., EU., and China, impose restrictions on the international transfer of personal data absent lawfully recognized transfer mechanisms or, in some cases, prohibit such transfer completely.

Additionally, we will likely be subject to new and evolving data privacy laws in the U.S. and abroad, which could result in additional costs of compliance, enforcement actions, regulatory fines, litigation, or reputational harm.

The regulations and rules are complex and evolving, and can provide for significant penalties for non-compliance.

commercial card.

A breach

Our values,

We are preparing to launch our 2023 survey in the coming months.

Reports on Form 8-K.

| Alan King | | | | | | 46 | | | | | | Group President—Global Fleet | | |

FLEETCOR is a leading global provider of digital payment solutions that enables businesses to control purchases and make payments more effectively and efficiently.

Since its incorporation in 2000, FLEETCOR has continued to deliver on its mission: to provide businesses with “a better way to pay”.

We are executing on a strategy of optimizing assets, leveraging similar selling methods, and bundling and cross-selling value-added solutions.

We continue to enhance our solutions to displace disjointed payment methods, improve customers’ mobile and digital experiences, and extend utility.

FLEETCOR has three reportable segments, North America, International, and Brazil.

Expense Management

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

Many of our Fuel solutions also have additional purchasing capabilities as part of our "beyond fuel" program.

We can enable the fuel card to allow customers to purchase non-fuel items such as oil, vehicle maintenance supplies and services, and building supplies, but with more control than a general-purpose credit card.

We provide access to deeply discounted hotel networks and may include customer-specific rate negotiation, the ability to customize the network to fit the customers’ specific travel needs and policies, enhanced controls and reporting, and audit and tax management services.

Our Lodging solutions operate on our proprietary lodging networks, which includes a worldwide network of hotels across 136 countries.

Additional Products

We follow detailed application credit review, account management, and collections procedures for all customers of our payment solutions.

Our primary competition is from financial institutions offering general payment methods, like cash, checks, and general-purpose credit cards.

Also, we effectively identify and acquire new attractive assets.

See “Anti-Money Laundering.

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

| Charles R. Freund | | | | | | 49 | | | | | | Chief Financial Officer | | |

| Alexey Gavrilenya | | | | | | 45 | | | | | | Group President—North America Fuel | | |

*Charles R.

During his tenure with FLEETCOR, Mr. Freund has held numerous roles, including Executive Vice President of Corporate Strategy, Executive Vice President of Global Sales, President of Emerging Markets, Senior Vice President of Corporate Strategy, Vice President of U.K. Card Issuing, and Vice President of Business Development.

Prior to joining us, Mr. Freund was a Consultant at Sibson Consulting.

*Alexey Gavrilenya* has been our Group President – North America Fuel since September 2019.

Mr. Gavrilenya joined FLEETCOR in March 2009 and served as our Executive Vice President Strategy and Finance, Eastern Europe until April 2011.

From May 2011 to January 2016, Mr. Gavrilenya was President – Eastern Europe.

He then added to his responsibilities as President – Continental Europe in February 2016.

Prior to joining us, Mr. Gavrilenya was CFO of Matarex, Ltd.

Vickery* is a Certified Public Accountant and was appointed our Chief Accounting Officer in September 2020.

On July 10, 2017, a shareholder derivative complaint was filed against the Company and certain of the Company’s directors and officers in the United States District Court for the Northern District of Georgia [removed: (“Federal] [added: ("Federal] Derivative [removed: Action”)] [added: Action")] seeking recovery [removed: on behalf of] [added: from] the Company.

[removed: The Federal Derivative Action] [added: Dey*,] alleges that the defendants [removed: 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 [removed: make allegedly] [added: engage in unfair or deceptive marketing and billing practices, making] false and misleading public statements concerning the Company’s fee charges and financial and business [removed: prospects;] [added: prospects,] and [removed: that certain defendants breached their fiduciary duties through allegedly] [added: making] improper sales of stock.

[removed: On the parties’ joint motion, the court has continued the stay of the State Derivative Action “pending further developments in the first-filed Federal Derivative Action.”] The defendants dispute the allegations in the derivative complaints and intend to vigorously defend against the claims.

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

The District Court dismissed the Federal Derivative Action on October 21, 2020, and the United States Court of Appeals for the Eleventh Circuit affirmed the dismissal on July 27, 2022, ending the lawsuit.

A similar derivative lawsuit that had been filed on January 9, 2019 in the Superior Court of Gwinnett County, Georgia (“State Derivative Action”) was likewise dismissed on October 31, 2022.

On January 20, 2023, the previous State Derivative Action plaintiffs filed a new derivative lawsuit in the Superior Court of Gwinnett County, Georgia.

The new lawsuit, *City of Aventura Police Officers’ Retirement Fund, derivatively on behalf of FleetCor Technologies, Inc. v.

Ronald F.

Clarke and Eric R.

The complaint seeks approximately $118 million in monetary damages on behalf of the Company, including contribution by defendants as joint tortfeasors with the Company in unfair and deceptive practices, and disgorgement of incentive pay and stock compensation.

On January 24, 2023, the previous Federal Derivative Action plaintiffs filed a similar new derivative lawsuit, J*errell Whitten, derivatively on behalf of FleetCor Technologies, Inc. v.

Ronald F.

Clarke and Eric R.

Dey*, against Mr. Clarke and Mr. Dey in Gwinnett County, Georgia.

On August 9, 2022, the District Court for the Northern District of Georgia granted the FTC's motion for summary judgment as to liability for the Company and Ron Clarke, but granted the Company's motion for summary judgment as to the FTC's claim for monetary relief as to both the Company and Ron Clarke.

The Company intends to appeal this decision after final judgment is issued.

On October 20-21, 2022, the court held a hearing on the scope of injunctive relief.

At the conclusion of the hearing, the Court did not enter either the FTC’s proposed order or the Company’s proposed order, and instead suggested that the parties enter mediation.

Following mediation, both parties have filed proposed orders with the Court.

Estimating an amount or range of possible losses resulting from litigation proceedings is inherently difficult and requires an extensive degree of judgment, particularly where, as here, the matters involve indeterminate claims for monetary damages and are in the stages of the proceedings where key factual and legal issues have not been resolved.

For these reasons, the Company is currently unable to predict the ultimate timing or outcome of, or reasonably estimate the possible losses or a range of possible losses resulting from, the matters described above.

The complaint seeks unspecified monetary damages on behalf of the Company, corporate governance reforms, disgorgement of profits, 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 then-pending shareholder class action, notice a settlement has been reached in the shareholder class action, or until otherwise agreed to by the parties.

After preliminary approval of the proposed settlement of the shareholder class action was granted, the stay on the Federal Derivative Action was lifted.

Plaintiffs amended their complaint on February 22, 2020.

FLEETCOR filed a motion to dismiss the amended complaint in the Federal Derivative Action on April 17, 2020, which the court granted without leave to amend on October 21, 2020.

Plaintiffs filed a notice of appeal to the United States Court of Appeals for the Eleventh Circuit on November 18, 2020.

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

On January 9, 2019, a similar shareholder derivative complaint was filed in the Superior Court of Gwinnett County, Georgia (“State Derivative Action”), which was stayed pending a ruling on motions for summary judgment in the shareholder class action, notice a settlement has been reached in the shareholder class action, or until otherwise agreed by the parties.

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

At this time, the Company believes the possible range of outcomes includes continuing litigation or discussions leading to a settlement, or the closure of these matters without further action.

For the Fiscal Year Ended December 31, [removed: 2021][added: 2022]

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $20,626,107,735] [added: $15,492,832,955] as of June 30, [removed: 2021,] [added: 2022,] 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: 18, 2022,] [added: 17, 2023,] there were [removed: 77,886,595] [added: 73,491,592] 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 9, [removed: 2022] [added: 2023] are incorporated by reference into Part III of this report.

For The Year Ended December 31, [removed: 2021][added: 2022]

| Item 1. | | | [removed: [Business](#i7ae760e742fa4c07b35c833cddbb8fe9_13)] [added: [Business](#i4e09481f8f4a4a0e8091df3b10f5cda3_13)] | | | [removed: [4](#i7ae760e742fa4c07b35c833cddbb8fe9_13)] [added: [4](#i4e09481f8f4a4a0e8091df3b10f5cda3_13)] | | |

| Item X. | | | [Executive Officers of the [removed: Registrant](#i7ae760e742fa4c07b35c833cddbb8fe9_16)] [added: Registrant](#i4e09481f8f4a4a0e8091df3b10f5cda3_16)] | | | [removed: [14](#i7ae760e742fa4c07b35c833cddbb8fe9_16)] [added: [15](#i4e09481f8f4a4a0e8091df3b10f5cda3_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i7ae760e742fa4c07b35c833cddbb8fe9_19)] [added: Factors](#i4e09481f8f4a4a0e8091df3b10f5cda3_19)] | | | [removed: [15](#i7ae760e742fa4c07b35c833cddbb8fe9_19)] [added: [16](#i4e09481f8f4a4a0e8091df3b10f5cda3_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i7ae760e742fa4c07b35c833cddbb8fe9_22)] [added: Comments](#i4e09481f8f4a4a0e8091df3b10f5cda3_22)] | | | [removed: [27](#i7ae760e742fa4c07b35c833cddbb8fe9_22)] [added: [29](#i4e09481f8f4a4a0e8091df3b10f5cda3_22)] | | |

| Item 2. | | | [removed: [Properties](#i7ae760e742fa4c07b35c833cddbb8fe9_25)] [added: [Properties](#i4e09481f8f4a4a0e8091df3b10f5cda3_25)] | | | [removed: [27](#i7ae760e742fa4c07b35c833cddbb8fe9_25)] [added: [29](#i4e09481f8f4a4a0e8091df3b10f5cda3_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i7ae760e742fa4c07b35c833cddbb8fe9_28)] [added: Proceedings](#i4e09481f8f4a4a0e8091df3b10f5cda3_28)] | | | [removed: [28](#i7ae760e742fa4c07b35c833cddbb8fe9_28)] [added: [30](#i4e09481f8f4a4a0e8091df3b10f5cda3_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i7ae760e742fa4c07b35c833cddbb8fe9_31)] [added: Disclosures](#i4e09481f8f4a4a0e8091df3b10f5cda3_31)] | | | [removed: [28](#i7ae760e742fa4c07b35c833cddbb8fe9_31)] [added: [31](#i4e09481f8f4a4a0e8091df3b10f5cda3_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i7ae760e742fa4c07b35c833cddbb8fe9_37)] [added: Securities](#i4e09481f8f4a4a0e8091df3b10f5cda3_37)] | | | [removed: [29](#i7ae760e742fa4c07b35c833cddbb8fe9_37)] [added: [32](#i4e09481f8f4a4a0e8091df3b10f5cda3_37)] | | |

| Item 6. | | | [Selected Financial [removed: Data](#i7ae760e742fa4c07b35c833cddbb8fe9_40)] [added: Data](#i4e09481f8f4a4a0e8091df3b10f5cda3_40)] | | | [removed: [30](#i7ae760e742fa4c07b35c833cddbb8fe9_40)] [added: [33](#i4e09481f8f4a4a0e8091df3b10f5cda3_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i7ae760e742fa4c07b35c833cddbb8fe9_43)] [added: Operations](#i4e09481f8f4a4a0e8091df3b10f5cda3_43)] | | | [removed: [31](#i7ae760e742fa4c07b35c833cddbb8fe9_43)] [added: [34](#i4e09481f8f4a4a0e8091df3b10f5cda3_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i7ae760e742fa4c07b35c833cddbb8fe9_46)] [added: Risk](#i4e09481f8f4a4a0e8091df3b10f5cda3_46)] | | | [removed: [49](#i7ae760e742fa4c07b35c833cddbb8fe9_46)] [added: [54](#i4e09481f8f4a4a0e8091df3b10f5cda3_46)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i7ae760e742fa4c07b35c833cddbb8fe9_49)] [added: Data](#i4e09481f8f4a4a0e8091df3b10f5cda3_49)] | | | [removed: [51](#i7ae760e742fa4c07b35c833cddbb8fe9_49)] [added: [56](#i4e09481f8f4a4a0e8091df3b10f5cda3_49)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i7ae760e742fa4c07b35c833cddbb8fe9_133)] [added: Disclosure](#i4e09481f8f4a4a0e8091df3b10f5cda3_133)] | | | [removed: [91](#i7ae760e742fa4c07b35c833cddbb8fe9_133)] [added: [97](#i4e09481f8f4a4a0e8091df3b10f5cda3_133)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i7ae760e742fa4c07b35c833cddbb8fe9_136)] [added: Procedures](#i4e09481f8f4a4a0e8091df3b10f5cda3_136)] | | | [removed: [91](#i7ae760e742fa4c07b35c833cddbb8fe9_136)] [added: [97](#i4e09481f8f4a4a0e8091df3b10f5cda3_136)] | | |

| Item 9B. | | | [Other [removed: Information](#i7ae760e742fa4c07b35c833cddbb8fe9_139)] [added: Information](#i4e09481f8f4a4a0e8091df3b10f5cda3_139)] | | | [removed: [93](#i7ae760e742fa4c07b35c833cddbb8fe9_139)] [added: [99](#i4e09481f8f4a4a0e8091df3b10f5cda3_139)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i7ae760e742fa4c07b35c833cddbb8fe9_1649)] [added: Inspections](#i4e09481f8f4a4a0e8091df3b10f5cda3_142)] | | | [removed: [93](#i7ae760e742fa4c07b35c833cddbb8fe9_139)] [added: [99](#i4e09481f8f4a4a0e8091df3b10f5cda3_142)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i7ae760e742fa4c07b35c833cddbb8fe9_145)] [added: Governance](#i4e09481f8f4a4a0e8091df3b10f5cda3_148)] | | | [removed: [94](#i7ae760e742fa4c07b35c833cddbb8fe9_145)] [added: [100](#i4e09481f8f4a4a0e8091df3b10f5cda3_148)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i7ae760e742fa4c07b35c833cddbb8fe9_148)] [added: Compensation](#i4e09481f8f4a4a0e8091df3b10f5cda3_151)] | | | [removed: [94](#i7ae760e742fa4c07b35c833cddbb8fe9_148)] [added: [100](#i4e09481f8f4a4a0e8091df3b10f5cda3_151)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i7ae760e742fa4c07b35c833cddbb8fe9_151)] [added: Matters](#i4e09481f8f4a4a0e8091df3b10f5cda3_154)] | | | [removed: [94](#i7ae760e742fa4c07b35c833cddbb8fe9_151)] [added: [100](#i4e09481f8f4a4a0e8091df3b10f5cda3_154)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i7ae760e742fa4c07b35c833cddbb8fe9_154)] [added: Independence](#i4e09481f8f4a4a0e8091df3b10f5cda3_157)] | | | [removed: [94](#i7ae760e742fa4c07b35c833cddbb8fe9_154)] [added: [100](#i4e09481f8f4a4a0e8091df3b10f5cda3_157)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i7ae760e742fa4c07b35c833cddbb8fe9_157)] [added: Services](#i4e09481f8f4a4a0e8091df3b10f5cda3_160)] | | | [removed: [94](#i7ae760e742fa4c07b35c833cddbb8fe9_157)] [added: [100](#i4e09481f8f4a4a0e8091df3b10f5cda3_160)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i7ae760e742fa4c07b35c833cddbb8fe9_163)] [added: Schedules](#i4e09481f8f4a4a0e8091df3b10f5cda3_166)] | | | [removed: [95](#i7ae760e742fa4c07b35c833cddbb8fe9_163)] [added: [101](#i4e09481f8f4a4a0e8091df3b10f5cda3_166)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i7ae760e742fa4c07b35c833cddbb8fe9_166)] [added: Summary](#i4e09481f8f4a4a0e8091df3b10f5cda3_169)] | | | [removed: [95](#i7ae760e742fa4c07b35c833cddbb8fe9_163)] [added: [106](#i4e09481f8f4a4a0e8091df3b10f5cda3_169)] | | |

- the international operational and political risks and compliance and regulatory risks and costs associated with international [removed: operations;][added: operations, including the impact of the conflict between Russia and Ukraine on our business and operations and the anticipated sale of our Russia business;]

| | | | [Signatures](#i4e09481f8f4a4a0e8091df3b10f5cda3_172) | | | [106](#i4e09481f8f4a4a0e8091df3b10f5cda3_172) | | |

- the ongoing effects of the coronavirus (COVID-19), including the transmissibility and severity of new variants of the virus; the duration and spread of any outbreak, its severity, the actions to contain the virus or treat its impact through vaccines or otherwise, how quickly and to what extent normal economic and operating conditions can resume and the impact on macroeconomic conditions, including any recession that has occurred or may occur in the future;

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

- regulatory measures, voluntary actions, or changes in consumer preferences, that impact our transaction volume, including social distancing, shelter-in-place, shutdowns of nonessential businesses and similar measures imposed or undertaken in an effort to contain and mitigate the spread of the coronavirus (COVID-19), including the potential impact of vaccination mandates in certain jurisdictions;

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

As of December 31, [removed: 2021,] [added: 2022,] there were [removed: 218] [added: 426] holders of record of our common stock.

The Company's Board of Directors (the "Board") has approved a stock repurchase program (as updated from time to time, the "Program") authorizing the Company to repurchase its common stock from time to time until February 1, [removed: 2023.][added: 2024.]

On [removed: July 27, 2021,] [added: January 25, 2022,] the Board increased the aggregate size of the Program by $1.0 billion, to [removed: $5.1] [added: $6.1 billion, and on October 25, 2022, the Board increased the aggregate size of the Program again by $1.0 billion to $7.1] billion.

Since the beginning of the Program through December 31, [removed: 2021, 20,068,498] [added: 2022, 26,280,908] shares have been repurchased for an aggregate purchase price of [removed: $4.4] [added: $5.9] billion, leaving the Company up to [removed: $0.7] [added: $1.2] billion [added: of remaining authorization] available under the Program for future repurchases in shares of its common stock.

There were [removed: 5,451,556] [added: 6,212,410] common shares totaling $1.4 billion in [removed: 2021; 3,497,285] [added: 2022; 5,451,556] common shares totaling [removed: $940.8 million] [added: $1.4 billion] in [removed: 2020] [added: 2021] and [removed: 2,211,866] [added: 3,497,285] common shares totaling [removed: $636.8] [added: $940.8] million in [removed: 2019;] [added: 2020;] repurchased under the Program.

The following table presents information with respect to purchase of common stock of the Company made during the three months ended December 31, [removed: 2021] [added: 2022] by the Company as defined in Rule 10b-18(a)(3) under the Exchange Act:

The following graph assumes $100 invested on December [removed: 30, 2016,] [added: 29, 2017,] at the closing price [removed: ($141.52)] [added: ($192.43)] 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: ]

| October 1, 2022 through October 31, 2022 | | | | | | 46 | | | | | | $ | 169.52 | | | | | 25,699,597 | | | | | | $ | 1,355,261 | |

| November 1, 2022 through November 30, 2022 | | | | | | 581,311 | | | | | | $ | 188.45 | | | | | 26,280,908 | | | | | | $ | 1,245,714 | |

| December 1, 2022 through December 31, 2022 | | | | | | — | | | | | | $ | — | | | | | 26,280,908 | | | | | | $ | 1,245,714 | |

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 | |

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID:](#i7ae760e742fa4c07b35c833cddbb8fe9_52) 42[)](#i7ae760e742fa4c07b35c833cddbb8fe9_52)] [added: ID:](#i4e09481f8f4a4a0e8091df3b10f5cda3_52) 42[)](#i4e09481f8f4a4a0e8091df3b10f5cda3_52)] | | | [removed: [52](#i7ae760e742fa4c07b35c833cddbb8fe9_52)] [added: [57](#i4e09481f8f4a4a0e8091df3b10f5cda3_52)] | | |

| [Consolidated Balance Sheets at December [removed: 31, 202](#i7ae760e742fa4c07b35c833cddbb8fe9_55)[1](#i7ae760e742fa4c07b35c833cddbb8fe9_55) [and](#i7ae760e742fa4c07b35c833cddbb8fe9_55) [20](#i7ae760e742fa4c07b35c833cddbb8fe9_55)[20](#i7ae760e742fa4c07b35c833cddbb8fe9_55)] [added: 31,](#i4e09481f8f4a4a0e8091df3b10f5cda3_55) 2022 [and](#i4e09481f8f4a4a0e8091df3b10f5cda3_55) 2021] | | | [removed: [54](#i7ae760e742fa4c07b35c833cddbb8fe9_55)] [added: [59](#i4e09481f8f4a4a0e8091df3b10f5cda3_55)] | | |

| [Consolidated Statements of Income for the Years Ended December [removed: 31, 202](#i7ae760e742fa4c07b35c833cddbb8fe9_58)[1](#i7ae760e742fa4c07b35c833cddbb8fe9_58)[,](#i7ae760e742fa4c07b35c833cddbb8fe9_58) [2020 and](#i7ae760e742fa4c07b35c833cddbb8fe9_58) [2019](#i7ae760e742fa4c07b35c833cddbb8fe9_58)] [added: 31,](#i4e09481f8f4a4a0e8091df3b10f5cda3_58) 2022[,](#i4e09481f8f4a4a0e8091df3b10f5cda3_58) 2021 [and](#i4e09481f8f4a4a0e8091df3b10f5cda3_58) 2020] | | | [removed: [55](#i7ae760e742fa4c07b35c833cddbb8fe9_58)] [added: [60](#i4e09481f8f4a4a0e8091df3b10f5cda3_58)] | | |

| [Consolidated Statements of Comprehensive Income for the Years Ended December [removed: 31,](#i7ae760e742fa4c07b35c833cddbb8fe9_61) [2021,](#i7ae760e742fa4c07b35c833cddbb8fe9_61) [2020](#i7ae760e742fa4c07b35c833cddbb8fe9_61) [and](#i7ae760e742fa4c07b35c833cddbb8fe9_61) [2019](#i7ae760e742fa4c07b35c833cddbb8fe9_61)] [added: 31,](#i4e09481f8f4a4a0e8091df3b10f5cda3_61) 2022[,](#i4e09481f8f4a4a0e8091df3b10f5cda3_61) 2021 [and](#i4e09481f8f4a4a0e8091df3b10f5cda3_61) 2020] | | | [removed: [56](#i7ae760e742fa4c07b35c833cddbb8fe9_61)] [added: [61](#i4e09481f8f4a4a0e8091df3b10f5cda3_61)] | | |

| [Consolidated Statements of Stockholders’ Equity for the Years Ended December [removed: 31,](#i7ae760e742fa4c07b35c833cddbb8fe9_64) [2021,](#i7ae760e742fa4c07b35c833cddbb8fe9_64) [2020](#i7ae760e742fa4c07b35c833cddbb8fe9_64) [and](#i7ae760e742fa4c07b35c833cddbb8fe9_64) [2019](#i7ae760e742fa4c07b35c833cddbb8fe9_64)] [added: 31,](#i4e09481f8f4a4a0e8091df3b10f5cda3_64) 2022[,](#i4e09481f8f4a4a0e8091df3b10f5cda3_64) 2021 [and](#i4e09481f8f4a4a0e8091df3b10f5cda3_64) 2020] | | | [removed: [57](#i7ae760e742fa4c07b35c833cddbb8fe9_64)] [added: [62](#i4e09481f8f4a4a0e8091df3b10f5cda3_64)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December [removed: 31,](#i7ae760e742fa4c07b35c833cddbb8fe9_67) [2021](#i7ae760e742fa4c07b35c833cddbb8fe9_67)[,](#i7ae760e742fa4c07b35c833cddbb8fe9_67) [2020](#i7ae760e742fa4c07b35c833cddbb8fe9_67) [and](#i7ae760e742fa4c07b35c833cddbb8fe9_67) [2019](#i7ae760e742fa4c07b35c833cddbb8fe9_67)] [added: 31,](#i4e09481f8f4a4a0e8091df3b10f5cda3_67) 2022[,](#i4e09481f8f4a4a0e8091df3b10f5cda3_67) 2021 [and](#i4e09481f8f4a4a0e8091df3b10f5cda3_67) 2020] | | | [removed: [58](#i7ae760e742fa4c07b35c833cddbb8fe9_67)] [added: [63](#i4e09481f8f4a4a0e8091df3b10f5cda3_67)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i7ae760e742fa4c07b35c833cddbb8fe9_70)] [added: Statements](#i4e09481f8f4a4a0e8091df3b10f5cda3_70)] | | | [removed: [59](#i7ae760e742fa4c07b35c833cddbb8fe9_70)] [added: [64](#i4e09481f8f4a4a0e8091df3b10f5cda3_70)] | | |

We have audited the accompanying consolidated balance sheets of FLEETCOR Technologies, Inc. and subsidiaries (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated [removed: March 1, 2022] [added: February 28, 2023] expressed an unqualified opinion thereon.

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

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] 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: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the [removed: accounts] [added: account] or [removed: disclosures] [added: disclosure] to which [removed: they relate.][added: it relates.]

| *Description of the Matter* | | | | | | At December 31, [removed: 2021,] [added: 2022,] the Company’s goodwill was [removed: $5.1] [added: $5.2] billion. As discussed in Note 2 to the consolidated financial statements, the Company completes an impairment test of goodwill at [added: the reporting unit level at] least annually or more frequently if facts and circumstances indicate that goodwill might be impaired. [removed: Goodwill] [added: For a reporting unit in which the Company concludes, based on a qualitative assessment, that it] is [removed: tested for impairment at] [added: more likely than not that] the [added: fair value of the] reporting unit [removed: level and] [added: is less than its carrying amount (or if the Company elects to not perform the qualitative assessment), the Company performs a quantitative impairment test, which] involves estimating the fair value of [removed: each identified] [added: the] 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. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment review process, including controls over management’s review of the significant assumptions described above. For example, we tested controls over management’s review of the [added: quantitatively tested] reporting units’ long-term growth rates and discount rates used in the determination of [removed: the] [added: said] reporting units’ estimated fair values. To test the estimated fair value of the Company’s [added: quantitatively tested] reporting units, our audit procedures included, among others, assessing the methodologies used by the Company and testing the significant assumptions discussed above, inclusive of the underlying data used by the Company in its development of these assumptions. We involved our valuation specialists to assist us with these procedures. Our valuation specialists evaluated management’s estimation of the discount rates used in the reporting units’ fair value calculations, performed a comparison of market multiples to observable transactions, and independently recalculated the discount rates for the respective reporting units. We also compared earnings forecasts to historical [removed: results and, for certain reporting units,] [added: results,] to current industry and economic trends, and performed sensitivity analyses of the significant assumptions to evaluate the changes in the fair value of the reporting units that would result from changes in the significant assumptions. | | |

| | | | | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| Cash and cash equivalents | | | | | | $ | [removed: 1,520,027] [added: 1,435,163] | | | | | $ | [removed: 934,900] [added: 1,520,027] | |

| Restricted cash | | | | | | [removed: 730,668] [added: 854,017] | | | | | | [removed: 541,719] [added: 730,668] | | |

| Accounts and other receivables (less allowance for credit losses of [removed: $98,719] [added: $149,846] at December 31, [removed: 2021] [added: 2022] and [removed: $86,886] [added: $98,719] at December 31, [removed: 2020)] [added: 2021)] | | | | | | [removed: 1,793,274] [added: 2,064,745] | | | | | | [removed: 1,366,775] [added: 1,793,274] | | |

| Securitized accounts receivable—restricted for securitization investors | | | | | | [removed: 1,118,000] [added: 1,287,000] | | | | | | [removed: 700,000] [added: 1,118,000] | | |

| Prepaid expenses and other current assets | | | | | | [removed: 326,079] [added: 465,227] | | | | | | [removed: 412,924] [added: 326,079] | | |

| Total current assets | | | | | | [removed: 5,488,048] [added: 6,106,152] | | | | | | [removed: 3,956,318] [added: 5,488,048] | | |

| Property and equipment, net | | | | | | [removed: 236,294] [added: 294,692] | | | | | | [removed: 202,509] [added: 236,294] | | |

| Goodwill | | | | | | [removed: 5,078,978] [added: 5,201,435] | | | | | | [removed: 4,719,181] [added: 5,078,978] | | |

| Other intangibles, net | | | | | | [removed: 2,335,385] [added: 2,130,974] | | | | | | [removed: 2,115,882] [added: 2,335,385] | | |

| Investments | | | | | | [removed: 52,016] [added: 74,281] | | | | | | [removed: 7,480] [added: 52,016] | | |

| Other assets | | | | | | [removed: 213,932] [added: 281,726] | | | | | | [removed: 193,209] [added: 213,932] | | |

| Total assets | | | | | | $ | [removed: 13,404,653] [added: 14,089,260] | | | | | $ | [removed: 11,194,579] [added: 13,404,653] | |

| Accounts payable | | | | | | $ | [removed: 1,406,350] [added: 1,568,942] | | | | | $ | [removed: 1,054,478] [added: 1,406,350] | |

| Accrued expenses | | | | | | [removed: 369,054] [added: 351,936] | | | | | | [removed: 282,681] [added: 369,054] | | |

| Customer deposits | | | | | | [removed: 1,788,705] [added: 1,505,004] | | | | | | [removed: 1,175,322] [added: 1,788,705] | | |

| Securitization facility | | | | | | [removed: 1,118,000] [added: 1,287,000] | | | | | | [removed: 700,000] [added: 1,118,000] | | |

| Current portion of notes payable and lines of credit | | | | | | [removed: 399,628] [added: 1,027,056] | | | | | | [removed: 505,697] [added: 399,628] | | |

| Other current liabilities | | | | | | [removed: 208,614] [added: 303,517] | | | | | | [removed: 250,133] [added: 208,614] | | |

| Total current liabilities | | | | | | [removed: 5,290,351] [added: 6,043,455] | | | | | | [removed: 3,968,311] [added: 5,290,351] | | |

| Notes payable and other obligations, less current [removed: portion1] [added: portion] | | | | | | [removed: 4,460,039] [added: 4,722,838] | | | | | | [removed: 3,097,580] [added: 4,460,039] | | |

| Deferred income taxes | | | | | | [removed: 566,291] [added: 527,465] | | | | | | [removed: 498,154] [added: 566,291] | | |

| Other noncurrent [removed: liabilities1] [added: liabilities] | | | | | | [removed: 221,392] [added: 254,009] | | | | | | [removed: 275,123] [added: 221,392] | | |

| Total noncurrent liabilities | | | | | | [removed: 5,247,722] [added: 5,504,312] | | | | | | [removed: 3,870,857] [added: 5,247,722] | | |

| Common stock, $0.001 par value; 475,000,000 shares authorized; [removed: 127,113,023] [added: 127,802,590] shares issued and [removed: 78,879,551] [added: 73,356,709] shares outstanding at December 31, [removed: 2021;] [added: 2022;] and [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] | | | | | | [removed: 127] [added: 128] | | | | | | [removed: 126] [added: 127] | | |

February 28, 2023

| | | | | | | 2022 | | | | | | 2021 | | |

| Net income | | | | | | $ | 954,327 | | | | | $ | 839,497 | | | | | $ | 704,216 | |

| Net income | | | | | | — | | | | | | — | | | | | | 954,327 | | | | | | — | | | | | | — | | | | | | 954,327 | | |

| Acquisition of common stock | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,405,200) | | | | | | (1,405,200) | | |

| Issuance of common stock | | | | | | 1 | | | | | | 49,403 | | | | | | — | | | | | | — | | | | | | — | | | | | | 49,404 | | |

| Balance at December 31, 2022 | | | | | | $ | 128 | | | | | $ | 3,049,570 | | | | | $ | 7,210,769 | | | | | $ | (1,509,650) | | | | | $ | (6,209,324) | | | | | $ | 2,541,493 | |

| Net income | | | | | | $ | 954,327 | | | | | $ | 839,497 | | | | | $ | 704,216 | |

| Loss on extinguishment of debt | | | | | | 1,934 | | | | | | 16,194 | | | | | | — | | |

| Prepaid expenses and other current assets | | | | | | (17,543) | | | | | | 141,058 | | | | | | 119,531 | | |

| Derivative assets and liabilities, net | | | | | | (11,260) | | | | | | (15,360) | | | | | | (58,347) | | |

| Other assets | | | | | | (41,068) | | | | | | 47,055 | | | | | | 79,405 | | |

December 31, 2022

FLEETCOR is a leading global business payments company that helps businesses spend less by enabling them to better manage their expense-related purchasing and vendor payments processes.

FLEETCOR’s smarter payment and spend management solutions are delivered in a variety of ways depending on the needs of the customer.

From physical payment cards to software that includes customizable controls and robust payment capabilities, we provide businesses with a better way to pay.

The Company has the following reportable segments: Fleet, Corporate Payments, Lodging, Brazil, and Other.

Our Vehicle and Mobility solutions include fuel, lodging, tolls and other complementary products.

FLEETCOR provides other payments solutions that are not considered within our Vehicle and Mobility and Corporate Payments solutions, including gift and payroll card.

We sell stand-alone products and services, and are currently organizing and establishing platforms where a single customer can use multiple products from one user interface.

Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment.

The accounting estimates used in the preparation of the Company’s consolidated financial statements may change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes.

Actual results may differ from these estimates due to the uncertainty around the ongoing conflict between Russia and Ukraine, the impact of changes to monetary policy, as well as other factors.

Amounts assigned to goodwill are primarily attributable to buyer-specific synergies expected to arise after the acquisition (e.g., enhanced reach of the combined organization and other synergies) and the assembled work force of the acquiree.

Non-compete arrangements are measured at fair value separately from the business combination using a cash flow method based on the Company's best estimate of the probability of competition and its business effect absent the non-compete arrangement.

The Company periodically reviews the indefinite nature of these assets.

The Company reassesses these investments each reporting period to evaluate whether these investments continue to qualify for the alternative measurement at cost minus impairment, rather than requiring measurement at fair value on a recurring basis.

The Company evaluates for impairment these equity investments without readily determinable fair values based on qualitative indicators (e.g., significant deterioration in investee's financial performance, adverse regulation, etc.).

During 2021, the Company made an investment of $37.4 million in a 20-year joint venture with a third-party Brazilian bank.

The Company determined that it exercises significant influence, but does not control, the joint venture and/or intermediary and records its allocable share of the joint ventures earnings/losses as an equity method investment under ASC 323.

The Company monitors its equity method investments qualitatively for other than temporary impairment.

The Company recorded no impairment charges on its investments for the years ended December 31, 2022, 2021, and 2020.

Costs incurred during preliminary project stage prior to the application development stage are expensed as incurred.

Based on our assessment of the current capital market conditions and related impact on our access to cash, we have classified all cash held at our Russian businesses of $215.8 million as restricted cash as of December 31, 2022.

Any gains/losses associated with these derivatives are recorded through earnings.

Expected volatility is based on the Company's historical volatility.

The Company does not consolidate the Conduit.

As the Company maintains certain continuing involvement in the transferred/sold receivables, it does not derecognize the receivables from its Consolidated Balance Sheets.

Instead, the Company records cash proceeds and any residual interest received as a Securitization Facility liability.

| | | | | | | 2022 | | | | | | 2021 | | |

| | | | | | |

| | | | | | | | | |

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

| | | | | | | 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

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

| | | |

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

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

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

| Net income | | | | | | — | | | | | | — | | | | | | 895,073 | | | | | | — | | | | | | — | | | | | | 895,073 | | |

| Acquisition of common stock | | | | | | — | | | | | | (42,000) | | | | | | — | | | | | | — | | | | | | (652,909) | | | | | | (694,909) | | |

| Issuance of common stock | | | | | | 1 | | | | | | 168,925 | | | | | | — | | | | | | — | | | | | | — | | | | | | 168,926 | | |

| Other assets | | | | | | 36,832 | | | | | | 12,656 | | | | | | (6,792) | | |

FLEETCOR Technologies, Inc. (the "Company", "we", "us" and "our") is a leading global provider of digital payment solutions that enables businesses to control purchases and make payments more effectively and efficiently.

Since its incorporation in 2000, FLEETCOR has continued to deliver on its mission: to provide businesses with “a better way to pay”.

Our Expense Management solutions can help control and monitor employee spending and includes Fuel, Tolls, and Lodging.

The Company also provides several other payments solutions, including Gift and other B2B payment solutions.

The Company has three reportable segments, North America, International, and Brazil.

Actual results could differ from those estimates.

qualitative assessment of certain of its reporting units.

Costs incurred prior to establishing technological feasibility are expensed as incurred.

The Company accounts for uncertainty in income taxes recognized in an entity’s financial statements and prescribes threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return.

The portions of the change in fair value that are either considered ineffective or are excluded from the measure of effectiveness are recognized immediately within earnings.

Refer to Note 17.

*Income Taxes*

On December 18, 2019, the Financial Accounting Standards Board (FASB) issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which removes certain exceptions to the general principles of ASC 740 and simplifies other areas.

Pending Adoption of Recently Issued Accounting Standards

business combination.

Early adoption is permitted, including adoption in an interim period.

Adoption during an interim period requires retrospective application to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application.

Such fees are recognized net of a provision for estimated uncollectible amounts, at the time the fees and finance charges are assessed and services are provided.

The Company aggregates its foreign exchange exposures arising from customer contracts, including

The changes in fair value related to these instruments are recorded in revenues, net in the Consolidated Statements of Income.

*Columns may not calculate due to rounding.

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.

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

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

As of December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021.][added: 2022.]

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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] the internal controls related to four subsidiaries that we acquired during the year ended December 31, [removed: 2021,] [added: 2022,] and for which financial results are included in our consolidated financial statements.

These [removed: 2021] [added: 2022] Acquisitions constituted [removed: 9.8%] [added: 2.0%] of total assets, at December 31, [removed: 2021,] [added: 2022,] and [removed: 3.7%] [added: 0.3%] 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: its 2021] [added: the 2022] Acquisitions (as defined by management) which are included in the [removed: 2021] [added: 2022] consolidated financial statements of the Company and constituted [removed: 9.8%] [added: 2.0%] of total assets as of December 31, [removed: 2021] [added: 2022] and [removed: 3.7%] [added: 0.2%] of revenues, net for the year then ended.

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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] and the related notes and our report dated [removed: March 1, 2022] [added: February 28, 2023] expressed an unqualified opinion thereon.

During 2022, the Company acquired Levarti, an airline software platform company; Accrualify, an accounts payable (AP) automation software company; Plugsurfing, a European EV software and network provider; and Roomex, a European workforce lodging provider.

Collectively, we refer to these transactions as the 2022 Acquisitions.

February 28, 2023

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

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 9, [removed: 2022] [added: 2023] (the “Proxy Statement”).

The information in the Proxy Statement set forth under the captions “Director Compensation,” [removed: “2021] [added: “2022] Named Executive Officer Compensation,” “Compensation Committee Report,” and “Compensation Committee Interlocks and Insider Participation” is incorporated herein by reference.

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| [Consolidated Balance Sheets [removed: at] [added: at](#i4e09481f8f4a4a0e8091df3b10f5cda3_55)] December 31, [added: 2022 [and](#i4e09481f8f4a4a0e8091df3b10f5cda3_55)] 2021 [removed: and 2020](#i7ae760e742fa4c07b35c833cddbb8fe9_55)] | | | [removed: [54](#i7ae760e742fa4c07b35c833cddbb8fe9_55)] [added: [59](#i4e09481f8f4a4a0e8091df3b10f5cda3_55)] | | |

| [Consolidated Statements of Income for the Years [removed: Ended] [added: En](#i4e09481f8f4a4a0e8091df3b10f5cda3_58)[ded](#i4e09481f8f4a4a0e8091df3b10f5cda3_58)] December [removed: 31,](#i7ae760e742fa4c07b35c833cddbb8fe9_58) [2021](#i7ae760e742fa4c07b35c833cddbb8fe9_58)[,](#i7ae760e742fa4c07b35c833cddbb8fe9_58) [2020](#i7ae760e742fa4c07b35c833cddbb8fe9_58) [and](#i7ae760e742fa4c07b35c833cddbb8fe9_58) [2019](#i7ae760e742fa4c07b35c833cddbb8fe9_58)] [added: 31, 2022[,](#i4e09481f8f4a4a0e8091df3b10f5cda3_58) 2021 [and](#i4e09481f8f4a4a0e8091df3b10f5cda3_58) 2020] | | | [removed: [55](#i7ae760e742fa4c07b35c833cddbb8fe9_58)] [added: [60](#i4e09481f8f4a4a0e8091df3b10f5cda3_58)] | | |

| [Consolidated Statements of Comprehensive Income for the [removed: Years Ended] [added: Y](#i4e09481f8f4a4a0e8091df3b10f5cda3_61)[ears Ended](#i4e09481f8f4a4a0e8091df3b10f5cda3_61)] December [removed: 31,](#i7ae760e742fa4c07b35c833cddbb8fe9_61) [2021,](#i7ae760e742fa4c07b35c833cddbb8fe9_61) [2020](#i7ae760e742fa4c07b35c833cddbb8fe9_61) [and](#i7ae760e742fa4c07b35c833cddbb8fe9_61) [2019](#i7ae760e742fa4c07b35c833cddbb8fe9_61)] [added: 31, 2022[,](#i4e09481f8f4a4a0e8091df3b10f5cda3_61) 2021 [and](#i4e09481f8f4a4a0e8091df3b10f5cda3_61) 2020] | | | [removed: [56](#i7ae760e742fa4c07b35c833cddbb8fe9_61)] [added: [61](#i4e09481f8f4a4a0e8091df3b10f5cda3_61)] | | |

| [Consolidated Statements of Stockholders’ Equity for the [removed: Years Ended] [added: Yea](#i4e09481f8f4a4a0e8091df3b10f5cda3_64)[rs Ended](#i4e09481f8f4a4a0e8091df3b10f5cda3_64)] December [removed: 31,](#i7ae760e742fa4c07b35c833cddbb8fe9_64) [2021,](#i7ae760e742fa4c07b35c833cddbb8fe9_64) [2020](#i7ae760e742fa4c07b35c833cddbb8fe9_64) [and](#i7ae760e742fa4c07b35c833cddbb8fe9_64) [2019](#i7ae760e742fa4c07b35c833cddbb8fe9_64)] [added: 31, 2022[,](#i4e09481f8f4a4a0e8091df3b10f5cda3_64) 2021 [and](#i4e09481f8f4a4a0e8091df3b10f5cda3_64) 2020] | | | [removed: [57](#i7ae760e742fa4c07b35c833cddbb8fe9_64)] [added: [62](#i4e09481f8f4a4a0e8091df3b10f5cda3_64)] | | |

| [Consolidated Statements of Cash Flows for the Years [removed: Ended] [added: En](#i4e09481f8f4a4a0e8091df3b10f5cda3_67)[ded](#i4e09481f8f4a4a0e8091df3b10f5cda3_67)] December [removed: 31,](#i7ae760e742fa4c07b35c833cddbb8fe9_67) [2021](#i7ae760e742fa4c07b35c833cddbb8fe9_67)[,](#i7ae760e742fa4c07b35c833cddbb8fe9_67) [2020](#i7ae760e742fa4c07b35c833cddbb8fe9_67) [and](#i7ae760e742fa4c07b35c833cddbb8fe9_67) [2019](#i7ae760e742fa4c07b35c833cddbb8fe9_67)] [added: 31, 2022[,](#i4e09481f8f4a4a0e8091df3b10f5cda3_67) 2021 [and](#i4e09481f8f4a4a0e8091df3b10f5cda3_67) 2020] | | | [removed: [58](#i7ae760e742fa4c07b35c833cddbb8fe9_67)] [added: [63](#i4e09481f8f4a4a0e8091df3b10f5cda3_67)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i7ae760e742fa4c07b35c833cddbb8fe9_70)] [added: Statements](#i4e09481f8f4a4a0e8091df3b10f5cda3_70)] | | | [removed: [59](#i7ae760e742fa4c07b35c833cddbb8fe9_70)] [added: [64](#i4e09481f8f4a4a0e8091df3b10f5cda3_70)] | | |

| [removed: [3.1](http://www.sec.gov/Archives/edgar/data/1175454/000119312511078175/dex31.htm)] [added: [10.8](http://www.sec.gov/Archives/edgar/data/1175454/000119312511078175/dex1017.htm)] | | | [added: First Amendment to Sixth] Amended and Restated [removed: Certificate of Incorporation of FLEETCOR Technologies, Inc.] [added: Registration Rights Agreement] (incorporated by reference to Exhibit [removed: 3.1] [added: No. 10.17] to the registrant’s [removed: Annual Report on Form] [added: form] 10-K, File No. [removed: 001-35004, filed] [added: 001-35004.] with [added: the] SEC on March 25, 2011) | | |

| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/1175454/000129993318000095/exhibit1.htm)] [added: [10.43](http://www.sec.gov/Archives/edgar/data/1175454/000117545420000038/charlesfreund2020compm.htm)*] | | | [removed: Certificate of Amendment to the Amended and Restated Certificate of Incorporation of] [added: Offer letter, dated September 1, 2020, between] FLEETCOR Technologies, Inc. [added: and Charles Freund] (incorporated by reference to Exhibit [removed: 3.1] [added: 99.1] to the registrant's Current Report on Form [removed: 8-K,] [added: 8-K/A,] File No. 001-35004, filed with the SEC on [removed: June 8, 2018)] [added: September 4, 2020) (incorporated by reference to Exhibit 10.1 to the registrant's Form 10-Q, File No. 001-35004, filed with the SEC on November 9, 2020)] | | |

| [removed: [3.3](http://www.sec.gov/Archives/edgar/data/1175454/000117545419000020/ex3120190614certificateofa.htm)] [added: [10.16](http://www.sec.gov/Archives/edgar/data/1175454/000119312512225964/d330922dex101.htm)] | | | [removed: Certificate of Amendment to the Amended and Restated Certificate of Incorporation of] [added: Arrangement Agreement Among] FLEETCOR [added: Luxembourg Holdings2 S.À.R.L, FLEETCOR] Technologies, Inc. [added: and CTF Technologies, Inc.] (incorporated by reference to Exhibit [removed: 3.1] [added: 10.1] to the [removed: registrant's Current Report on] [added: registrant’s] Form [removed: 8-K,] [added: 10-Q,] File No. 001-35004, filed with the SEC on [removed: June 14, 2019)] [added: May 10, 2012)] | | |

| [removed: [3.4](http://www.sec.gov/Archives/edgar/data/1175454/000129993318000095/exhibit1.htm)] [added: [10.34](http://www.sec.gov/Archives/edgar/data/1175454/000117545418000023/alexeygavrilenyaofferlette.htm)*] | | | [removed: Amended and Restated Bylaws of] [added: Offer letter, dated September 10, 2015, between] FLEETCOR Technologies, Inc. [added: and Alexey Gavrilenya] (incorporated by reference to Exhibit [removed: 3.1] [added: 10.1] to the [removed: registrant’s Current Report on] [added: registrant's] Form [removed: 8-K,] [added: 10-Q,] File No. 001-35004, filed with the SEC on [removed: October 28, 2020)] [added: May 10, 2018)] | | |

| [removed: [10.2*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510124434/dex102.htm)] [added: [10.2*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510124434/dex107.htm)] | | | [added: Form of Incentive Stock Option Award Agreement pursuant to the] FLEETCOR Technologies, Inc. Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.2] [added: 10.7] to Amendment No. 1 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on May 20, 2010) | | |

| [removed: [10.3*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510124434/dex103.htm)] [added: [10.3*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510124434/dex108.htm)] | | | [removed: First Amendment] [added: Form of Non-Qualified Stock Option Award Agreement pursuant] to [added: the] FLEETCOR Technologies, Inc. Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.3] [added: 10.8] to Amendment No. 1 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on May 20, 2010) | | |

| [removed: [10.4*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510124434/dex104.htm)] [added: [10.4*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510124434/dex109.htm)] | | | [removed: Second Amendment] [added: Form of Performance Share Restricted Stock Agreement pursuant] to [added: the] FLEETCOR Technologies, Inc. Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.4] [added: 10.9] to Amendment No. 1 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on May 20, 2010) | | |

| [removed: [10.5*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510124434/dex105.htm)] [added: [10.5*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510134183/dex1011.htm)] | | | [removed: Third Amendment to] FLEETCOR Technologies, Inc. [removed: Amended and Restated Stock Incentive Plan] [added: Annual Executive Bonus Program] (incorporated by reference to Exhibit [removed: 10.5] [added: 10.12] to Amendment No. [removed: 1] [added: 2] to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on [removed: May 20,] [added: June 8,] 2010) | | |

| [removed: [10.6*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510124434/dex106.htm)] [added: [10.12*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1040.htm)] | | | [removed: Fourth Amendment] [added: Form of Employee Incentive Stock Option Award Agreement pursuant] to [added: the] FLEETCOR Technologies, Inc. [removed: Amended and Restated Stock Incentive] [added: 2010 Equity Compensation] Plan (incorporated by reference to Exhibit [removed: 10.6] [added: 10.40] to Amendment No. [removed: 1] [added: 6] to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on [removed: May 20,] [added: November 30,] 2010) | | |

| [removed: [10.7*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510124434/dex107.htm)] [added: [10.13*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1041.htm)] | | | Form of [removed: Incentive] [added: Employee Non-Qualified] Stock Option Award Agreement pursuant to the FLEETCOR Technologies, Inc. [removed: Amended and Restated Stock Incentive] [added: 2010 Equity Compensation] Plan (incorporated by reference to Exhibit [removed: 10.7] [added: 10.41] to Amendment No. [removed: 1] [added: 6] to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on [removed: May 20,] [added: November 30,] 2010) | | |

| [removed: [10.8*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510124434/dex108.htm)] [added: [10.14](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1042.htm)] | | | Form of [added: Director] Non-Qualified Stock Option Award Agreement pursuant to the FLEETCOR Technologies, Inc. [removed: Amended and Restated Stock Incentive] [added: 2010 Equity Compensation] Plan (incorporated by reference to Exhibit [removed: 10.8] [added: 10.42] to Amendment No. [removed: 1] [added: 6] to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on [removed: May 20,] [added: November 30,] 2010) | | |

| [removed: [10.9*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510124434/dex109.htm)] [added: [10.11*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1039.htm)] | | | Form of [added: Employee] Performance Share Restricted Stock Agreement pursuant to the FLEETCOR Technologies, Inc. [removed: Amended and Restated Stock Incentive] [added: 2010 Equity Compensation] Plan (incorporated by reference to Exhibit [removed: 10.9] [added: 10.39] to Amendment No. [removed: 1] [added: 6] to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on [removed: May 20,] [added: November 30,] 2010) | | |

| [removed: [10.10*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510134183/dex1011.htm)] [added: [10.10](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1038.htm)] | | | [added: Form of Director Restricted Stock Grant Agreement pursuant to the] FLEETCOR Technologies, Inc. [removed: Annual Executive Bonus Program] [added: 2010 Equity Compensation Plan] (incorporated by reference to Exhibit [removed: 10.12] [added: 10.38] 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: [10.11*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510134183/dex1012.htm)] [added: [10.6*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510134183/dex1012.htm)] | | | Employee Noncompetition, Nondisclosure and Developments Agreement, dated September 25, 2000, between Fleetman, Inc. and Ronald F. Clarke (incorporated by reference to Exhibit 10.12 to Amendment No. 2 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on June 8, 2010) | | |

| [removed: [10.12](http://www.sec.gov/Archives/edgar/data/1175454/000119312510134183/dex1017.htm)] [added: [10.7](http://www.sec.gov/Archives/edgar/data/1175454/000119312510134183/dex1017.htm)] | | | Sixth Amended and Restated Registration Rights Agreement, dated April 1, 2009, between FLEETCOR Technologies, Inc. and each of the stockholders party thereto (incorporated by reference to Exhibit 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/1175454/000119312511078175/dex1017.htm)] [added: [10.25](http://www.sec.gov/Archives/edgar/data/1175454/000119312515073581/d831300dex1035.htm)] | | | [removed: First Amendment to Sixth Amended and Restated Registration] [added: Investor] Rights [removed: Agreement] [added: Agreement, dated November 14, 2014, between FLEETCOR Technologies, Inc. and Ceridian LLC] (incorporated by reference to Exhibit [removed: No. 10.17] [added: 10.35] to the registrant’s [removed: form] [added: Form] 10-K, File No. [removed: 001-35004.] [added: 001-35004, filed] with the SEC on March [removed: 25, 2011)] [added: 2, 2015)] | | |

| [removed: [10.14](http://www.sec.gov/Archives/edgar/data/1175454/000119312510149947/dex1037.htm)] [added: [10.9](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: [10.15](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1038.htm)] [added: [10.15*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1043.htm)] | | | [removed: Form of Director Restricted Stock Grant Agreement pursuant to the] [added: Amended and Restated Employee Noncompetition, Nondisclosure and Developments Agreement, dated November 29, 2010, between] FLEETCOR Technologies, Inc. [removed: 2010 Equity Compensation Plan] [added: and Ronald F. Clarke] (incorporated by reference to Exhibit [removed: 10.38] [added: No. 10.43] 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: [10.1](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)] [added: [10.19*](https://www.sec.gov/Archives/edgar/data/1175454/000117545421000047/exh104.htm)] | | | [removed: Form of Employee Performance Share Restricted Stock Agreement pursuant to the] FLEETCOR Technologies, Inc. [added: Amended and Restated] 2010 Equity Compensation [removed: Plan (incorporated] [added: Plan, Key Employee Performance-Based Stock Option Certification to Ronald F. Clarke, dated September 30, 2021(incorporated] by reference to Exhibit [removed: 10.39 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: [10.21](http://www.sec.gov/Archives/edgar/data/1175454/000119312512225964/d330922dex101.htm)] [added: [10.26*](http://www.sec.gov/Archives/edgar/data/1175454/000119312515181886/d896506dex101.htm)] | | | [removed: Arrangement Agreement Among FLEETCOR Luxembourg Holdings2 S.À.R.L,] [added: Offer Letter, dated July 29, 2014, between] FLEETCOR Technologies, Inc. and [removed: CTF Technologies, Inc.] [added: Armando Lins Netto] (incorporated by reference to Exhibit 10.1 to the registrant’s Form 10-Q, File No. 001-35004, filed with the SEC on May [removed: 10, 2012)] [added: 11, 2015)] | | |

| [removed: [10.22](http://www.sec.gov/Archives/edgar/data/1175454/000129993318000137/exhibit1.htm)*] [added: [10.58](https://www.sec.gov/Archives/edgar/data/1175454/000162828022022016/ex103alankingofferletter.htm)] | | | [added: Offer letter, dated May 23, 2022, between] FLEETCOR Technologies, Inc. [removed: 2010 Equity Compensation Plan, as amended] and [removed: restated effective February 7, 2018] [added: Alan King] (incorporated by reference [removed: from Appendix A] to Exhibit [removed: 10.1] [added: 10.3] to the registrant's Form [removed: 8-K, File No. 001-35004,] [added: 10-Q,] File No. 001-35004, filed with the SEC on [removed: February 12, 2018)] [added: August 9, 2022)] | | |

| [removed: [10.23](http://www.sec.gov/Archives/edgar/data/1175454/000119312514147981/d634148ddef14a.htm#toc634148_19)] [added: [10.18](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) | | |

| [removed: [10.25](http://www.sec.gov/Archives/edgar/data/1175454/000119312514406270/d783602dex104.htm)] [added: [10.20](http://www.sec.gov/Archives/edgar/data/1175454/000119312514406270/d783602dex104.htm)] | | | Credit Agreement, dated October 24, 2014, among FLEETCOR Technologies Operating Company, LLC, as Borrower, FLEETCOR Technologies, Inc., as Parent, FLEETCOR Technologies Operating Company, LLC, as a borrower and guarantor, certain of the our foreign subsidiaries as borrowers, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer and a syndicate of financial institutions (incorporated by reference to Exhibit No. 10.4 to the registrant’s Form 10-Q, File No. 001-35004, filed with the SEC on November 10, 2014) | | |

| [removed: [10.26](http://www.sec.gov/Archives/edgar/data/1175454/000119312514414305/d822326dex101.htm)] [added: [10.21](http://www.sec.gov/Archives/edgar/data/1175454/000119312514414305/d822326dex101.htm)] | | | Fifth Amended and Restated Receivables Purchase Agreement, dated November 14, 2014, by and among FLEETCOR Technologies, Inc. and PNC Bank, National Association, as administrator for a group of purchasers and purchaser agents, and certain other parties (incorporated by reference to Exhibit No. 10.1 to the registrant’s Form 8-K, File No. 001-35004, filed with the SEC on November 17, 2014) | | |

| [removed: [10.27](http://www.sec.gov/Archives/edgar/data/1175454/000119312515073581/d831300dex1032.htm)] [added: [10.22](http://www.sec.gov/Archives/edgar/data/1175454/000119312515073581/d831300dex1032.htm)] | | | Amended and Restated Performance Guaranty dated as of November 14, 2014 made by FLEETCOR Technologies, Inc. and FLEETCOR Technologies Operating Company, LLC, in favor of PNC Bank, National Association, as administrator under the Fifth Amended and Restated Receivables Purchase Agreement (incorporated by reference to Exhibit 10.32 to the registrant’s Form 10-K, File No. 001-35004, filed with the SEC on March 2, 2015) | | |

| [removed: [10.28](http://www.sec.gov/Archives/edgar/data/1175454/000119312515073581/d831300dex1033.htm)] [added: [10.23](http://www.sec.gov/Archives/edgar/data/1175454/000119312515073581/d831300dex1033.htm)] | | | Amended and Restated Purchase and Sale Agreement dated as of November 14, 2014, among various entities listed on Schedule I thereto, as originators, and FLEETCOR Funding LLC (incorporated by reference to Exhibit 10.33 to the registrant’s Form 10-K, File No. 001-35004, filed with the SEC on March 2, 2015) | | |

| [removed: [10.29](http://www.sec.gov/Archives/edgar/data/1175454/000119312515073581/d831300dex1034.htm)] [added: [10.24](http://www.sec.gov/Archives/edgar/data/1175454/000119312515073581/d831300dex1034.htm)] | | | Receivables Purchase and Sale Agreement dated as of November 14, 2014, among Comdata TN, Inc. and Comdata Network, Inc. of California, as the sellers, and Comdata Inc., as the buyer (incorporated by reference to Exhibit 10.34 to the registrant’s Form 10-K, File No. 001-35004, filed with the SEC on March 2, 2015) | | |

| [removed: [10.30](http://www.sec.gov/Archives/edgar/data/1175454/000119312515073581/d831300dex1035.htm)] [added: [10.30](http://www.sec.gov/Archives/edgar/data/1175454/000117545416000015/ex101firstamendmenttocredi.htm)] | | | [removed: Investor Rights] [added: First Amendment to Credit Agreement and Lender Joinder] Agreement, dated [removed: November 14, 2014, between FLEETCOR Technologies, Inc.] [added: as of August 22, 2016, by] and [removed: Ceridian] [added: among FLEETCOR Funding LLC, FLEETCOR Technologies Operating Company,] LLC [added: and PNC Bank, National Association, as administrator for a group of purchasers and purchaser agents, and certain other parties] (incorporated by reference to Exhibit [removed: 10.35] [added: 10.1] to the registrant’s Form [removed: 10-K,] [added: 10-Q,] File No. 001-35004, filed with the SEC on [removed: March 2, 2015)] [added: November 9, 2016)] | | |

| [removed: [10.33](http://www.sec.gov/Archives/edgar/data/1175454/000119312515372089/d34595dex102.htm)] [added: [10.27](http://www.sec.gov/Archives/edgar/data/1175454/000119312515372089/d34595dex102.htm)] | | | First Amendment to the Fifth Amended and Restated Receivables Purchase Agreement, dated as of November 5, 2015, by and among FLEETCOR Funding LLC, FLEETCOR Technologies Operating Company, LLC and PNC Bank, National Association, as administrator for a group of purchasers and purchaser agents, and certain other parties (incorporated by reference to Exhibit 10.2 to the registrant’s Form 10-Q, File No. 001-35004, filed with the SEC on November 9, 2015) | | |

| [removed: [10.34*](http://www.sec.gov/Archives/edgar/data/1175454/000119312516485752/d18451dex1038.htm)] [added: [10.28*](http://www.sec.gov/Archives/edgar/data/1175454/000119312516485752/d18451dex1038.htm)] | | | Employee agreement on confidentiality, work product, non-competition, and non-solicitation (incorporated by reference to Exhibit 10.38 to the registrant's Form 10-K, File No. 001-35004, filed with the SEC on February 29, 2016) | | |

| [removed: [10.35](http://www.sec.gov/Archives/edgar/data/1175454/000119312516485752/d18451dex1039.htm)] [added: [10.29](http://www.sec.gov/Archives/edgar/data/1175454/000119312516485752/d18451dex1039.htm)] | | | Second Amendment to the Fifth Amended and Restated Receivables Purchase Agreement, dated as of December 1, 2015, by and among FLEETCOR Funding LLC, FLEETCOR Technologies Operating Company, LLC and PNC Bank, National Association, as administrator for a group of purchasers and purchaser agents, and certain other parties (incorporated by reference to Exhibit 10.39 to the registrant's Form 10-K, File No. 001-35004, filed with the SEC on February 29, 2016) | | |

| [removed: [10.36](http://www.sec.gov/Archives/edgar/data/1175454/000117545416000015/ex101firstamendmenttocredi.htm)] [added: [10.36](http://www.sec.gov/Archives/edgar/data/1175454/000117545418000032/fleetcorfourthamendmenttofi.htm)] | | | [removed: First] [added: Fourth] Amendment to [removed: Credit Agreement] [added: Fifth Amended] and [removed: Lender Joinder] [added: Restated Receivables Purchase] Agreement, dated [removed: as of] August [removed: 22, 2016,] [added: 30, 2018,] by and among [removed: FLEETCOR] [added: FleetCor] Funding LLC, [removed: FLEETCOR] [added: FleetCor] Technologies Operating Company, [removed: LLC and] [added: LLC,] PNC Bank, National [removed: Association,] [added: Association] as administrator for a group of purchasers and purchaser agents, and certain other parties [added: thereto] (incorporated by reference to [removed: Exhibit 10.1] [added: exhibit 10.3] to the [removed: registrant’s] [added: registrant's] Form 10-Q, File No. 001-35004, filed with the SEC on November [removed: 9, 2016)] [added: 8, 2018)] | | |

| [removed: [10.37](http://www.sec.gov/Archives/edgar/data/1175454/000117545417000005/ex1041.htm)] [added: [10.31](http://www.sec.gov/Archives/edgar/data/1175454/000117545417000005/ex1041.htm)] | | | Second Amendment to Credit Agreement, dated as of January 2017, among FLEETCOR Technologies Operating Company, LLC, as the Company, FLEETCOR Technologies, Inc., as the Parent, the designated borrowers party hereto, the other guarantors party hereto, Bank of America, N.A., as administrative agent, swing line lender and l/c issuer, and the other lenders party hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sole lead arranger and sole bookrunner (incorporated by reference to Exhibit 10.41 to the registrant's Form 10-K, File No. 001-35004, filed with the SEC on March 1, 2017) | | |

| [3.1](https://www.sec.gov/Archives/edgar/data/1175454/000162828023005444/ex31certificateofincorpora.htm) | | | Amended and Restated Certificate of Incorporation of FLEETCOR Technologies, Inc. | | |

| [3.2](https://www.sec.gov/Archives/edgar/data/1175454/000162828023005444/ex32certificateofincorpora.htm) | | | Amended and Restated Certificate of Incorporation of FLEETCOR Technologies, Inc. (marked to show amendments) | | |

| [10.17](https://www.sec.gov/Archives/edgar/data/1175454/000162828023005444/ex1017equitycompensationpl.htm) | | | FLEETCOR Technologies, Inc. 2010 Equity Compensation Plan, as amended and restated effective April 13, 2022 | | |

| [10.56](https://www.sec.gov/Archives/edgar/data/1175454/000162828022013388/ex101.htm) | | | Tenth Amendment to the Fifth Amended and Restated Receivables Purchase Agreement, dated March 23, 2022 by and among 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 9, 2022) | | |

| [10.57](https://www.sec.gov/Archives/edgar/data/1175454/000162828022022016/ex10212thcreditamendment.htm) | | | Twelfth Amendment to the Credit Agreement, dated as of June 24, 2022 among FLEETCOR Technologies Operating Company, LLC, as the Company, FLEETCOR Technologies, Inc., as the Parent, Cambridge Mercantile Corp. (USA) as the additional borrower, Bank of America, N.A., as administrative agent, a domestic swing line lender, the foreign swing line lender and the L/C issuer, and the other lenders party hereto (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q, File No. 001-35004, filed with the SEC on August 9, 2022) | | |

| | | | | | |

| [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) | | |

| [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) | | |

| [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) | | |

| [10.20*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1043.htm) | | | Amended and Restated Employee Noncompetition, Nondisclosure and Developments Agreement, dated November 29, 2010, between FLEETCOR Technologies, Inc. and Ronald F. Clarke (incorporated by reference to Exhibit No. 10.43 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) | | |

| [10.24](https://www.sec.gov/Archives/edgar/data/1175454/000117545421000047/exh104.htm)[*](https://www.sec.gov/Archives/edgar/data/1175454/000117545421000047/exh104.htm) | | | FLEETCOR Technologies, Inc. Amended and Restated 2010 Equity Compensation Plan, Key Employee Performance-Based Stock Option Certification to Ronald F. Clarke, dated September 30, 2021(incorporated by reference to Exhibit 10.4 to the registrant's Form 10-Q, File No. 001-35004, filed with the SEC on November 9, 2021) | | |

| [10.32*](http://www.sec.gov/Archives/edgar/data/1175454/000119312515181886/d896506dex101.htm) | | | Offer Letter, dated July 29, 2014, between FLEETCOR Technologies, Inc. and Armando Lins Netto (incorporated by reference to Exhibit 10.1 to the registrant’s Form 10-Q, File No. 001-35004, filed with the SEC on May 11, 2015) | | |

| [10.40](http://www.sec.gov/Archives/edgar/data/1175454/000117545418000023/alexeygavrilenyaofferlette.htm)* | | | Offer letter, dated September 10, 2015, between FLEETCOR Technologies, Inc. and Alexey Gavrilenya (incorporated by reference to Exhibit 10.1 to the registrant's Form 10-Q, File No. 001-35004, filed with the SEC on May 10, 2018) | | |

| [10.49](http://www.sec.gov/Archives/edgar/data/1175454/000117545420000038/charlesfreund2020compm.htm)* | | | Offer letter, dated September 1, 2020, between FLEETCOR Technologies, Inc. and Charles Freund (incorporated by reference to Exhibit 99.1 to the registrant's Current Report on Form 8-K/A, File No. 001-35004, filed with the SEC on September 4, 2020) (incorporated by reference to Exhibit 10.1 to the registrant's Form 10-Q, File No. 001-35004, filed with the SEC on November 9, 2020) | | |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned; thereunto duly authorized, in the City of Atlanta, State of Georgia, on [removed: March 1, 2022.][added: February 28, 2023.]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of registrant and in the capacities indicated on [removed: March 1, 2022.][added: February 28, 2023.]

| /s/ [removed: CHARLES R. FREUND] [added: ALISSA B. VICKERY] | | | | | | Chief Financial Officer [added: and Chief Accounting Officer] (Principal Financial [added: Officer and Principal Accounting] Officer) | | |

| /s/ ANNABELLE BEXIGA | | | | | | Director | | |

| Annabelle Bexiga | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| Charles R. Freund | | | | | | | | |

| /s/ ALISSA B. VICKERY | | | | | | Chief Accounting Officer (Principal Accounting Officer) | | |

| /s/ MARK A. JOHNSON | | | | | | Director | | |

| Mark A. Johnson | | | | | | | | |