Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

			Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)			57
Consolidated Balance Sheets at December 31, 2022 and 2021			59
Consolidated Statements of Income for the Years Ended December 31, 2022, 2021 and 2020			60
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021 and 2020			61
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2022, 2021 and 2020			62
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020			63
Notes to Consolidated Financial Statements			64

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of FLEETCOR Technologies, Inc. and subsidiaries (the Company) as of December 31, 2022 and 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, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 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, 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 February 28, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

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

						Valuation of Goodwill
Description of the Matter						At December 31, 2022, the Company’s goodwill was $5.2 billion. As discussed in Note 2 to the consolidated financial statements, the Company completes an impairment test of goodwill at the reporting unit level at least annually or more frequently if facts and circumstances indicate that goodwill might be impaired. For a reporting unit in which the Company concludes, based on a qualitative assessment, that it is more likely than not that the fair value of the reporting unit 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 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 quantitatively tested reporting units’ long-term growth rates and discount rates used in the determination of said reporting units’ estimated fair values. To test the estimated fair value of the Company’s 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 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.

/s/ Ernst & Young LLP

We have served as the Company's auditor since 2002.

Atlanta, Georgia

February 28, 2023

FLEETCOR Technologies, Inc. and Subsidiaries

Consolidated Balance Sheets

(In Thousands, Except Share and Par Value Amounts)

						December 31,
						2022						2021
Assets
Current assets:
Cash and cash equivalents						$	1,435,163					$	1,520,027
Restricted cash						854,017						730,668
Accounts and other receivables (less allowance for credit losses of $149,846 at December 31, 2022 and $98,719 at December 31, 2021)						2,064,745						1,793,274
Securitized accounts receivable—restricted for securitization investors						1,287,000						1,118,000
Prepaid expenses and other current assets						465,227						326,079
Total current assets						6,106,152						5,488,048
Property and equipment, net						294,692						236,294
Goodwill						5,201,435						5,078,978
Other intangibles, net						2,130,974						2,335,385
Investments						74,281						52,016
Other assets						281,726						213,932
Total assets						$	14,089,260					$	13,404,653
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable						$	1,568,942					$	1,406,350
Accrued expenses						351,936						369,054
Customer deposits						1,505,004						1,788,705
Securitization facility						1,287,000						1,118,000
Current portion of notes payable and lines of credit						1,027,056						399,628
Other current liabilities						303,517						208,614
Total current liabilities						6,043,455						5,290,351
Notes payable and other obligations, less current portion						4,722,838						4,460,039
Deferred income taxes						527,465						566,291
Other noncurrent liabilities						254,009						221,392
Total noncurrent liabilities						5,504,312						5,247,722
Commitments and contingencies (Note 15)
Stockholders’ equity:
Common stock, $0.001 par value; 475,000,000 shares authorized; 127,802,590 shares issued and 73,356,709 shares outstanding at December 31, 2022; and 127,113,023 shares issued and 78,879,551 shares outstanding at December 31, 2021						128						127
Additional paid-in capital						3,049,570						2,878,751
Retained earnings						7,210,769						6,256,442
Accumulated other comprehensive loss						(1,509,650)						(1,464,616)
Less treasury stock (54,445,881 shares and 48,233,471 shares at December 31, 2022 and 2021, respectively)						(6,209,324)						(4,804,124)
Total stockholders’ equity						2,541,493						2,866,580
Total liabilities and stockholders’ equity						$	14,089,260					$	13,404,653

See accompanying notes.

FLEETCOR Technologies, Inc. and Subsidiaries

Consolidated Statements of Income

(In Thousands, Except Per Share Amounts)

						Year Ended December 31,
						2022						2021						2020
Revenues, net						$	3,427,129					$	2,833,736					$	2,388,855
Expenses:
Processing						764,707						559,819						596,363
Selling						309,082						262,118						192,732
General and administrative						584,135						485,830						374,678
Depreciation and amortization						322,282						284,197						254,802
Other operating expense (income), net						282						(784)						(1,985)
Operating income						1,446,641						1,242,556						972,265
Investment loss (gain), net						1,382						(9)						(30,008)
Other expense (income), net						3,003						3,858						(10,055)
Interest expense, net						164,662						113,705						129,803
Loss on extinguishment of debt						1,934						16,194						—
Total other expense						170,981						133,748						89,740
Income before income taxes						1,275,660						1,108,808						882,525
Provision for income taxes						321,333						269,311						178,309
Net income						$	954,327					$	839,497					$	704,216
Basic earnings per share						$	12.62					$	10.23					$	8.38
Diluted earnings per share						$	12.42					$	9.99					$	8.12
Weighted average shares outstanding:
Basic shares						75,598						82,060						84,005
Diluted shares						76,862						84,061						86,719

See accompanying notes.

FLEETCOR Technologies, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(In Thousands)

						Year Ended December 31,
						2022						2021						2020
Net income						$	954,327					$	839,497					$	704,216
Other comprehensive loss:
Foreign currency translation losses, net of tax						(77,135)						(144,543)						(367,249)
Net change in derivative contracts, net of tax						32,101						43,085						(23,444)
Total other comprehensive loss						(45,034)						(101,458)						(390,693)
Total comprehensive income						$	909,293					$	738,039					$	313,523

See accompanying notes.

FLEETCOR Technologies, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity

(In Thousands)

						Common Stock						Additional Paid-In Capital						Retained Earnings						Accumulated Other Comprehensive Loss						Treasury Stock						Total
Balance at December 31, 2019						$	124					$	2,494,721					$	4,712,729					$	(972,465)					$	(2,523,493)					$	3,711,616
Net income						—						—						704,216						—						—						704,216
Other comprehensive loss from currency exchange, net of tax						—						—						—						(390,693)						—						(390,693)
Acquisition of common stock						—						75,000						—						—						(924,909)						(849,909)
Share-based compensation expense						—						43,384						—						—						—						43,384
Issuance of common stock						2						136,795						—						—						—						136,797
Balance at December 31, 2020						126						2,749,900						5,416,945						(1,363,158)						(3,448,402)						3,355,411
Net income						—						—						839,497						—						—						839,497
Other comprehensive loss from currency exchange, net of tax						—						—						—						(101,458)						—						(101,458)
Acquisition of common stock						—						—						—						—						(1,355,722)						(1,355,722)
Share-based compensation expense						—						80,071						—						—						—						80,071
Issuance of common stock						1						48,780						—						—						—						48,781
Balance at December 31, 2021						127						2,878,751						6,256,442						(1,464,616)						(4,804,124)						2,866,580
Net income						—						—						954,327						—						—						954,327
Other comprehensive loss, net of tax						—						—						—						(45,034)						—						(45,034)
Acquisition of common stock						—						—						—						—						(1,405,200)						(1,405,200)
Share-based compensation expense						—						121,416						—						—						—						121,416
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

See accompanying notes.

FLEETCOR Technologies, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In Thousands)

						Year Ended December 31,
						2022						2021						2020
Operating activities
Net income						$	954,327					$	839,497					$	704,216
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation						92,010						75,571						65,181
Stock based compensation						121,416						80,071						43,384
Provision for losses on accounts and other receivables						131,096						37,919						158,549
Amortization of deferred financing costs and discounts						7,748						6,831						6,486
Amortization of intangible assets and premium on receivables						230,272						208,625						189,620
Deferred income taxes						(33,174)						11,026						15,668
Loss on extinguishment of debt						1,934						16,194						—
Investment loss (gain)						1,382						(9)						(30,008)
Other non-cash operating expense (income), net						282						(784)						(1,985)
Changes in operating assets and liabilities (net of acquisitions):
Accounts receivable and other receivables						(598,674)						(731,137)						264,140
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
Accounts payable, accrued expenses and customer deposits						(83,951)						480,506						(83,251)
Net cash provided by operating activities						754,797						1,197,063						1,472,589
Investing activities
Acquisitions, net of cash acquired						(216,917)						(602,120)						(80,787)
Purchases of property and equipment						(151,428)						(111,530)						(78,425)
Proceeds from disposal of investment						—						—						52,963
Other						—						(2,281)						—
Net cash used in investing activities						(368,345)						(715,931)						(106,249)
Financing activities
Proceeds from issuance of common stock						49,404						48,781						136,797
Repurchase of common stock						(1,405,200)						(1,355,722)						(849,910)
Borrowings (payments) on securitization facility, net						169,000						418,000						(270,973)
Deferred financing costs paid and debt discount						(10,355)						(38,920)						(2,637)
Proceeds from issuance of notes payable						3,000,000						1,900,000						—
Principal payments on notes payable						(2,824,000)						(507,500)						(175,285)
Borrowings from revolver						7,236,000						1,910,000						1,243,500
Payments on revolver						(6,526,000)						(1,978,851)						(1,496,907)
Borrowings (payments) on swing line of credit, net						194						(51,049)						(1,042)
Other						(271)						(811)						(344)
Net cash (used in) provided by financing activities						(311,228)						343,928						(1,416,801)
Effect of foreign currency exchange rates on cash						(36,739)						(50,984)						(148,157)
Net increase (decrease) in cash and cash equivalents and restricted cash						38,485						774,076						(198,618)
Cash and cash equivalents and restricted cash, beginning of year						2,250,695						1,476,619						1,675,237
Cash and cash equivalents and restricted cash, end of year						$	2,289,180					$	2,250,695					$	1,476,619
Supplemental cash flow information
Cash paid for interest						$	229,641					$	132,504					$	126,460
Cash paid for income taxes						$	358,231					$	229,721					$	165,315

See accompanying notes.

FLEETCOR Technologies, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2022

1. Description of Business

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. FLEETCOR has been a member of the S&P 500 since 2018 and trades on the New York Stock Exchange under the ticker FLT.

FLEETCOR’s vision is that every payment be digital, every purchase be controlled, and every related decision be informed. Digital payments are faster and more secure than paper-based methods such as checks, and provide timely and detailed data that can be utilized to effectively reduce unauthorized purchases and fraud, automate data entry and reporting, and eliminate reimbursement processes. Combining this payment data with analytical tools delivers insights, which managers can use to better run their businesses. The Company's wide range of digitized solutions generally provides control, reporting, and automation benefits over the payment methods businesses often use, such as cash, paper checks, general purpose credit cards, as well as employee pay and reclaim processes.

The Company has the following reportable segments: Fleet, Corporate Payments, Lodging, Brazil, and Other. The Company reports these segments to reflect how we organize and manage our global employee base, manage operating performance and contemplate the differing regulatory environments across geographies and solutions.

To help facilitate an understanding of our expansive range of solutions around the world, we describe them in two solution driven categories: Vehicle and Mobility solutions and Corporate Payments solutions. Our Vehicle and Mobility solutions are purpose-built to enable our business and consumer customers 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 Vehicle and Mobility solutions include fuel, lodging, tolls and other complementary products. Our Corporate Payments solutions simply 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 AP automation, virtual cards, cross-border, and purchasing and travel & entertainment cards. FLEETCOR provides other payments solutions that are not considered within our Vehicle and Mobility and Corporate Payments solutions, including gift and payroll card.

Our solutions provide customers with control capabilities including customizable user-level controls, programmable alerts, and detailed transaction reporting, among others. Our customers can use the data, controls and tools to combat employee 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 solutions. In our proprietary networks, which tend to be geographically distinct, transactions are processed on applications and operating systems owned and operated by us, and only at select participating merchants with whom we have contracted directly for acceptance. Third-party networks are operated by independent parties, and tend to be more broadly accepted, which is the primary benefit compared with our proprietary networks. Mastercard and VISA are our primary third-party network partners in North America and Europe, respectively.

We actively market and sell our solutions to current and prospective customers leveraging a multi-channel approach. This go-to-market strategy includes comprehensive digital channels, direct sales forces and strategic partner relationships. 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. Our capabilities are also offered through indirect sales channels (e.g., major oil companies and fuel marketers for Fleet, and retail establishments for our products in Brazil) and on a branded or “white label” basis, indirectly through a broad range of resellers and partners across Fleet, Lodging, and Corporate Payments. In doing so, we leverage their sales networks to expand our reach into new customer segments, new industry verticals, and new geographies faster and at a significantly lower cost.

2. Basis of Presentation and Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. 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.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of FLEETCOR Technologies, Inc. and all of its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated.

The Company’s fiscal year ends on December 31. In certain of the Company’s U.K. businesses, the Company records the operating results using a 4-4-5 week accounting cycle with the fiscal year ending on the Friday on or immediately preceding December 31. Fiscal years 2022, 2021, and 2020 include 52 weeks for the businesses reporting using a 4-4-5 accounting cycle.

Financial Instruments-Credit Losses

The Company accounts for financial assets' expected credit losses in accordance with Accounting Standards Codification (ASC) 326, "Financial Instruments - Credit Losses". The Company’s financial assets subject to credit losses are primarily trade receivables. The Company utilizes a combination of aging and loss-rate methods to develop an estimate of current expected credit losses, depending on the nature and risk profile of the underlying asset pool, based on product, size of customer and historical losses. Expected credit losses are estimated based upon an assessment of risk characteristics, historical payment experience, and the age of outstanding receivables, adjusted for forward-looking economic conditions. The allowances for any remaining financial assets measured at amortized cost basis are evaluated based on underlying financial condition, credit history, and current and forward-looking economic conditions. The estimation process for expected credit losses includes consideration of qualitative and quantitative risk factors associated with the age of asset balances, expected timing of payment, contract terms and conditions, changes in specific customer risk profiles or mix of customers, geographic risk, economic trends and relevant environmental factors. At December 31, 2022 and 2021, approximately 91% and 96%, respectively, of outstanding accounts receivable were current. Accounts receivable deemed uncollectible are removed from accounts receivable and the allowance for credit losses when internal collection efforts have been exhausted and accounts have been turned over to a third-party collection agency. Recoveries from the third-party collection agency are not significant.

Business Combinations

Business combinations completed by us have been accounted for under the acquisition method of accounting, which requires that the acquired assets and liabilities, including contingencies, be recorded at fair value determined as of the acquisition date. The excess of the purchase price over the fair values of the tangible and intangible assets acquired and liabilities assumed represents goodwill. 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. The results of the acquired businesses are included in our results of operations beginning from the completion date of the transaction.

The estimates the Company uses to determine the fair value of long-lived assets, such as intangible assets, can be complex and require significant judgments. The Company uses information available to us to make fair value determinations and engages independent valuation specialists, when necessary, to assist in the fair value determination of significant acquired long-lived assets. The estimated fair values of customer-related and contract-based intangible assets are generally determined using the income approach, which is based on projected cash flows discounted to their present value using discount rates that consider the timing and risk of the forecasted cash flows. The discount rates used represent a risk-adjusted market participant weighted-average cost of capital, derived using customary market metrics. These measures of fair value also require considerable judgments about future events, including forecasted revenue growth rates, forecasted customer attrition rates, contract renewal estimates and technology changes. Acquired technologies are generally valued using the replacement cost method, which requires us to estimate the costs to construct an asset of equivalent utility at prices available at the time of the valuation analysis, with adjustments in value for physical deterioration and functional and economic obsolescence. Trademarks and trade names are generally valued using the "relief-from-royalty" approach. This method assumes that trademarks and trade names have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. This method requires the Company to estimate the future revenues for the related brands, the appropriate royalty rate and the weighted-average cost of capital. This measure of fair value requires considerable judgment about the value a market participant would be willing to pay in order to achieve the benefits associated with the trade name. 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.

While the Company uses our best estimates and assumptions to determine the fair values of the assets acquired and the liabilities assumed, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in our Consolidated Statements of Income. The Company also estimates the useful lives of intangible assets to determine the period over which to recognize the amount of acquisition-related intangible assets as an expense. Certain assets may be considered to have indefinite useful lives. The Company periodically reviews the indefinite nature of these assets. The Company also periodically reviews the estimated useful lives assigned to our intangible assets to determine whether such estimated useful lives continue to be appropriate.

Impairment of Long-Lived Assets, Goodwill, Intangibles and Investments

The Company regularly evaluates whether events and circumstances have occurred that indicate the carrying amount of property and equipment and intangible assets with finite lives may not be recoverable. When factors indicate that these long-lived assets should be evaluated for possible impairment, the Company assesses the potential impairment by determining whether the carrying amount of such long-lived assets will be recovered through the future undiscounted cash flows expected from use of the asset and its eventual disposition. If the carrying amount of the asset is determined not to be recoverable, a write-down to fair value is recorded. Fair values are determined based on quoted market prices or discounted cash flow analysis as applicable. The Company regularly evaluates whether events and circumstances have occurred that indicate the useful lives of property and equipment and intangible assets with finite lives may warrant revision.

The Company completes an impairment test of goodwill at least annually or more frequently if facts or circumstances indicate that goodwill might be impaired. Goodwill is tested for impairment at the reporting unit level. The Company first performs a qualitative assessment of certain of its reporting units. Factors considered in the qualitative assessment include general macroeconomic conditions, industry and market conditions, cost factors, overall financial performance of our reporting units, events or changes affecting the composition or carrying amount of the net assets of our reporting units, sustained decrease in our share price, and other relevant entity-specific events. If the Company elects to bypass the qualitative assessment or if it determines, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, a quantitative test would be required. The Company then performs the quantitative goodwill impairment test for the applicable reporting units by comparing the reporting unit’s carrying amount, including goodwill, to its fair value which is measured based upon, among other factors, a discounted cash flow analysis and, to a lesser extent, market multiples for comparable companies. Estimates critical to the Company’s evaluation of goodwill for impairment include the discount rates, forecasts for revenues, net and earnings before interest, taxes, depreciation and amortization (EBITDA) growth, and long-term growth rates. If the carrying amount of the reporting unit is greater than its fair value, goodwill is considered impaired.

Based on the goodwill asset impairment analysis performed qualitatively and/or quantitatively as of October 1, 2022, the Company determined that the fair value of each of its reporting units was in excess of the carrying value. No events or changes in circumstances have occurred since the date of this most recent annual impairment test that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

The Company evaluates indefinite-lived intangible assets (primarily trademarks and trade names) for impairment annually. The Company also tests for impairment more frequently if events and circumstances indicate that it is more likely than not that the fair value of an indefinite-lived intangible asset is below its carrying amount. Estimates critical to the Company’s evaluation of indefinite-lived intangible assets for impairment include the discount rate, royalty rates used in its evaluation of trade names, projected revenue growth and projected long-term growth rates in the determination of terminal values. An impairment loss is recognized if the carrying amount of an indefinite-lived intangible asset exceeds the estimated fair value on the measurement date.

The Company has elected the alternative to measure certain investments in equity instruments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes for similar investments of the issuer. The Company 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.). Investments classified as trading securities are carried at fair value with any unrealized gain or loss recorded within investment (gain) loss in the Consolidated Statements of Income. 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.

Property, Plant and Equipment and Definite-Lived Intangible Assets

Property, plant and equipment are stated at cost and depreciated on the straight-line basis. Intangible assets with finite lives, consisting primarily of customer relationships, are stated at fair value upon acquisition and are amortized over their estimated useful lives. Customer and merchant relationship useful lives are estimated using historical attrition rates.

The Company develops client-facing software that is used in providing processing and information management services to customers. A significant portion of the Company’s capital expenditures are devoted to the development of such internal-use computer software. Software development costs are capitalized once application development stage of the software has been established. Costs incurred during preliminary project stage prior to the application development stage are expensed as incurred. Application development stage is established when the Company has completed all planning, designing, coding and testing activities that are necessary to determine that the software can be produced to meet its design specifications, including functions, features and technical performance requirements. Capitalization of costs ceases when the software is ready for its intended use. Software development costs are amortized using the straight-line method over the estimated useful life of the software. The Company capitalized software costs of $120.5 million, $76.7 million and $51.6 million in 2022, 2021 and 2020, respectively. Amortization expense for software totaled $59.1 million, $46.7 million and $40.2 million in 2022, 2021 and 2020, respectively.

Income Taxes

The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. The Company has elected to treat the Global Intangible Low Taxed Income (GILTI) inclusion as a current period expense.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the associated temporary differences become deductible. The Company evaluates on a quarterly basis whether it is more likely than not that its deferred tax assets will be realized in the future and concludes whether a valuation allowance must be established.

The Company recognizes the impact of an uncertain income tax position on the income tax return at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50 percent likelihood of being sustained. The Company includes any estimated interest and penalties on tax related matters in income tax expense. See Note 13 for further information regarding income taxes.

Cash, Cash Equivalents, and Restricted Cash

Cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less. Restricted cash represents customer deposits repayable on demand, as well as collateral received from customers for cross-currency transactions in our cross-border payments business, which are restricted from use other than to repay customer deposits, as well as secure and settle cross-currency transactions. 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.

Foreign Currency

Assets and liabilities of foreign subsidiaries as well as intra-entity balances denominated in foreign-currency and designated for long-term investment are translated into U.S. dollars at the rates of exchange in effect at period-end. The related translation adjustments are recorded to accumulated other comprehensive income. Income and expenses are translated at the average monthly rates of exchange in effect during the year. Gains and losses from foreign currency transactions of these subsidiaries are included in net income. The Company recognized foreign exchange (losses) gains, which are recorded within other (income) expense, net in the Consolidated Statements of Income for the years ended December 31 as follows (in millions):

						2022						2021						2020
Foreign exchange (losses) gains						$	(1.7)					$	(3.7)					$	2.9

The Company recorded foreign currency losses on long-term intra-entity transactions included as a component of foreign currency translation losses, net of tax, in the Consolidated Statements of Comprehensive Income for the years ended December 31 as follows (in millions):

						2022						2021						2020
Foreign currency losses on long-term intra-entity transactions						$	205.7					$	44.4					$	219.8

Derivatives

The Company uses derivatives to minimize its exposures related to changes in interest rates. The Company also uses derivatives to facilitate cross-currency corporate payments by writing derivatives to customers and enters into cross currency derivative contracts with banking partners to mitigate foreign exchange risk associated with customer derivative contracts.

The Company is exposed to the risk of changing interest rates because its borrowings are subject to variable interest rates. In order to mitigate this risk, the Company utilizes derivative instruments. Interest rate swap contracts designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company hedges interest payments on an unspecified portion of its variable rate debt utilizing derivatives designated as cash flow hedges.

Changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recorded to the derivative assets/liabilities and offset against accumulated other comprehensive income (loss), net of tax. Derivative fair value changes that are recorded in accumulated other comprehensive income (loss) are reclassified to earnings in the same period or periods that the hedged item affects earnings, to the extent the derivative is highly effective in offsetting the change in cash flows attributable to the hedged risk.

In the Company's cross-border payments business, it writes foreign currency forward and option contracts for its customers to facilitate future payments. The Company recognizes current cross-border payments derivatives in prepaid expenses and other current assets and other current liabilities and derivatives greater than one year in other assets and other noncurrent liabilities in the accompanying Consolidated Balance Sheets at their fair value. Any gains/losses associated with these derivatives are recorded through earnings. All cash flows associated with derivatives are included in cash flows from operating activities in the Consolidated Statements of Cash Flows. Refer to Note 16.

Spot Trade Offsetting

The Company uses spot trades to facilitate cross-currency corporate payments in its cross-border payments business. The Company applies offsetting to spot trade assets and liabilities associated with contracts that include master netting agreements with the same counterparty, as a right of offset exists, which the Company believes to be enforceable. As such, the Company has netted spot trade liabilities against spot trade receivables at the counter-party level. The Company recognizes all spot trade assets, net in accounts receivable and all spot trade liabilities, net in accounts payable, each net at the customer level, in its Consolidated Balance Sheets at their fair value.

The following table presents the Company’s spot trade assets and liabilities at their fair value for the years ended December 31, 2022 and 2021 (in millions):

			December 31, 2022																		December 31, 2021
			Gross						Offset on the Balance Sheet						Net						Gross						Offset on the Balance Sheet						Net
Assets
Accounts Receivable			$	2,409.8					$	(2,266.0)					$	143.8					$	1,185.9					$	(1,057.7)					$	128.2
Liabilities
Accounts Payable			$	2,332.5					$	(2,266.0)					$	66.5					$	1,199.5					$	(1,057.7)					$	141.8

Stock-Based Compensation

The Company routinely grants employee stock options and restricted stock awards/units as part of employee compensation plans. Stock options are granted with an exercise price equal to the fair market value of the underlying Company share on the date of grant. Options granted have vesting provisions ranging from one to five years, and vesting of the options is generally based on the passage of time, performance or market conditions, or a combination of these. Stock option grants are subject to forfeiture if employment terminates prior to vesting. The Company has selected the Black-Scholes option pricing model for estimating the grant date fair value of stock option awards. The Company has considered the retirement and forfeiture provisions of the options and utilized its historical experience to estimate the expected term of the options. Option forfeitures are accounted for upon occurrence. The Company bases the risk-free interest rate on the yield of a zero coupon U.S. Treasury security with a maturity equal to the expected term of the option from the date of the grant. Expected volatility is based on the Company's historical volatility.

Awards of restricted stock and restricted stock units are independent of stock option grants and are subject to forfeiture if employment terminates prior to vesting. The vesting of shares granted is generally based on the passage of time, performance or market conditions, or a combination of these. Shares generally have graded vesting provisions of one to four years. The fair value of restricted stock where the shares vest based on the passage of time or performance is based on the grant date fair value of the Company’s stock.

The fair value of stock options and restricted stock units granted with market-based vesting conditions is estimated using the Monte Carlo simulation valuation model. The risk-free interest rate and volatility assumptions used within the Monte Carlo simulation valuation model are calculated consistently with those applied in the Black-Scholes options pricing model utilized in determining the fair value of the market-based stock option awards.

For performance-based restricted stock awards/units and performance-based stock option awards, the Company must also make assumptions regarding the likelihood of achieving performance goals. If actual results differ significantly from these estimates, stock-based compensation expense and the Company’s results of operations could be materially affected.

Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the requisite service period based on the number of years over which the requisite service is expected to be rendered.

Deferred Financing Costs/Debt Discounts

Costs incurred to obtain financing are amortized over the term of the related debt using the effective interest method and are included within interest expense. The Company capitalized additional debt issuance costs of $10.4 million associated with refinancing its Credit Facility and Securitization Facility in 2022 and $38.9 million in 2021. At December 31, 2022 and 2021, the Company had deferred financing costs of $7.8 million and $5.8 million, respectively, related to the revolver under the Credit Facility and the revolving Securitization Facility, each recorded within prepaid expenses and other current assets, on the Consolidated Balance Sheets. At December 31, 2022 and 2021, the Company had deferred financing costs of $23.9 million and $25.2 million, respectively, related to the term notes under the Credit Facility, recorded as a discount to the term debt outstanding within the current portion of notes payable and lines of credit and notes payable and other obligations, less current portion, respectively, on the Consolidated Balance Sheets.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the total of net income and all other changes in equity that result from transactions and other economic events of a reporting period other than transactions with owners.

Accounts Receivable

The Company maintains a $1.7 billion revolving trade accounts receivable Securitization Facility. Accounts receivable collateralized within our Securitization Facility relate to trade receivables resulting primarily from charge card activity in the U.S. Pursuant to the terms of the Securitization Facility, the Company transfers certain of its domestic receivables, on a revolving basis, to FLEETCOR Funding LLC (Funding), a wholly-owned bankruptcy remote consolidated subsidiary. In turn, Funding transfers, without recourse, on a revolving basis, an undivided ownership interest in this pool of accounts receivable to third-party multi-seller banks and asset-backed commercial paper conduits (Conduit) which serve as a securitization vehicle for the receivables. Funding maintains a subordinated interest, in the form of over-collateralization, in a portion of the receivables sold. Purchases by the Conduit are financed with its sale of highly-rated commercial paper issued as beneficial interest to Conduit investors. The Company does not consolidate the Conduit.

The Company utilizes proceeds from the transferred assets as an alternative to other forms of financing to reduce its overall borrowing costs. The Company has agreed to continue servicing the sold receivables for the financial institution at market rates, which approximates the Company’s cost of servicing. The Company retains a residual interest in the transferred asset as a form of credit enhancement. The residual interest’s fair value approximates carrying value due to its short-term nature. Funding determines the level of funding achieved by the sale of trade accounts receivable, subject to a maximum amount. 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.

The Company’s Consolidated Balance Sheets and Statements of Income reflect the activity related to securitized accounts receivable and the corresponding securitized debt, including interest income, fees generated from late payments, provision for losses on accounts receivable and interest expense. The cash flows from borrowings and repayments associated with the securitized debt are presented as cash flows from financing activities. The maturity date for the Company's Securitization Facility is August 18, 2025.

The Company’s accounts receivable and securitized accounts receivable include the following at December 31 (in thousands):

						2022						2021
Gross domestic unsecuritized accounts receivables						$	985,873					$	994,063
Gross domestic securitized accounts receivable						1,287,000						1,118,000
Gross foreign receivables						1,228,718						897,930
Total gross receivables						3,501,591						3,009,993
Less allowance for credit losses						(149,846)						(98,719)
Net accounts and securitized accounts receivable						$	3,351,745					$	2,911,274

The Company recorded a $90.1 million provision for credit losses and write-off related to a customer receivable in our cross-border payment business during the year ended December 31, 2020. The Company's estimated expected credit losses as of December 31, 2020, included estimated adjustments for economic conditions related to COVID-19. A rollforward of the

Company’s allowance for credit losses related to accounts receivable for the years ended December 31 is as follows (in thousands):

						2022						2021						2020
Allowance for credit losses beginning of year						$	98,719					$	86,886					$	70,890
Provision for credit losses						131,096						37,919						158,549
Write-offs						(90,540)						(35,868)						(146,063)
Recoveries						10,320						13,459						9,603
Impact of foreign currency						251						(3,677)						(6,093)
Allowance for credit losses end of year						$	149,846					$	98,719					$	86,886

Advertising

The Company expenses advertising costs as incurred. Advertising expense was $65.5 million, $54.8 million and $28.5 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Earnings Per Share

The Company reports basic and diluted earnings per share. Basic earnings per share is calculated using the weighted average of common stock and non-vested, non-forfeitable restricted shares outstanding, unadjusted for dilution, and net income attributable to common shareholders.

Diluted earnings per share is calculated using the weighted average shares outstanding and contingently issuable shares less weighted average shares recognized during the period. The net outstanding shares have been adjusted for the dilutive effect of common stock equivalents, which consist of outstanding stock options and unvested forfeitable restricted stock units.

Reclassifications and Adjustments

During 2021, the Company identified and corrected an immaterial error in the presentation of Deferred income taxes and changes in Accounts payable, accrued expenses and customer deposits, both presented within Net cash provided by operating activities, in our prior year Consolidated Statement of Cash Flows. The impact of this correction for the year ended December 31, 2020 was an increase to the adjustment to reconcile net income to net cash provided by operating activities related to deferred income taxes of $30.8 million, with a corresponding decrease to changes in accounts payable, accrued expenses and customer deposits in operating activities of $30.8 million. There was no impact to net cash provided by operating activities in the Consolidated Statement of Cash Flows.

Additionally, certain disclosures for prior periods have been reclassified to conform with current year presentation.

Adoption of New Accounting Standards

Reference Rate Reform

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting" (“ASU 2020-04”). The pronouncement provides temporary optional expedients and exceptions to the current guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates. The guidance was effective upon issuance and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The adoption of ASU 2020-04 did not have a material impact on the Company's consolidated financial statements. The Company will transition from LIBOR to the Sterling Overnight Index Average Reference Rate (“SONIA”) plus a SONIA adjustment of 0.0326% for sterling borrowings, the Euro Interbank Offered Rate for euro borrowings, and the Tokyo Interbank Offer Rate for yen borrowings. In December 2022, the FASB issued ASU No. 2022-06, "Deferral of the Sunset Date of (Topic 848)" which defers the sunset date of ASC 848 until December 31, 2024. The ASU became effective upon issuance. The Company has availed itself to the practical expedients related to any changes in the reference rate related to our debt and interest rate swaps. Cross currency derivatives are not impacted by this ASU.

Debt with Conversion and Other Options and Derivatives and Hedging—Contracts in Entity’s Own Equity

In August 2020, the FASB issued ASU No. 2020-06, "Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity's Own Equity" ("ASU 2020-06"), which address issues identified as a result of the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. ASU 2020-06 also improve the guidance related to the disclosures and earnings-per-share (EPS) for convertible instruments and contract in entity's own equity. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years and should be applied prospectively to business combinations occurring on or after the

effective date of the amendments. The Company adopted this ASU on January 1, 2022. The adoption of ASU 2020-06 did not have a material impact on the Company's results of operations, financial condition, or cash flows.

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

In October 2021, the FASB issued ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805) ("ASU 2021-08"), which requires an acquirer to account for revenue contracts acquired in a business combination in accordance with Topic 606 as if it had originated the contracts. The acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired contracts. This update also provides certain practical expedients for acquirers when recognizing and measuring acquired contract assets and contract liabilities from revenue contracts in a business combination. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company adopted this ASU on January 1, 2023. The adoption of ASU 2021-08 is not expected to have a material impact on the Company's results of operations, financial condition, or cash flows.

3. Revenue

The Company provides payment solutions to our business, merchant, consumer and payment network customers. Our payment solutions are primarily focused on specific commercial spend categories, including Corporate Payments, Fuel, Lodging, Tolls, as well as Gift solutions (stored value cards and e-cards). The Company provides solutions that help businesses of all sizes control, simplify and secure payment of various domestic and cross-border payables using specialized payment products. The Company also provides other payment solutions for fleet maintenance, employee benefits and long-haul transportation-related services.

Payment Services

The Company’s primary performance obligation for the majority of its payment solutions (Corporate Payments, Fuel, Lodging, and Gift, among others) is to stand-ready to provide authorization and processing services (payment services) for an unknown or unspecified quantity of transactions and the consideration received is contingent upon the customer’s use (e.g., number of transactions submitted and processed) of the related payment services. Accordingly, the total transaction price is variable. Payment services involve a series of distinct daily services that are substantially the same, with the same pattern of transfer to the customer. As a result, the Company directly allocates and recognizes variable consideration in the period it has the contractual right to invoice the customer. Similarly, for the tolls payment solution, the Company's primary performance obligation is to stand-ready each month to provide access to the toll network and process toll transactions. Each period of access is determined to be distinct and substantially the same as the customer benefits over the period of access.

The Company records revenue for its payment services net of (i) the cost of the underlying products and services; (ii) assessments and other fees charged by the credit and debit payment networks (along with any rebates provided by them); (iii) customer rebates and other discounts; and (iv) taxes assessed (e.g. VAT and VAT-like taxes) by a government, imposed concurrent with a revenue-producing transaction. Variability arising from rebates is generally resolved and/or reset within the reporting period to which the variable consideration is allocated. As such, the Company is able to directly allocate net adjustments against revenue in the reporting period in which they are invoiced and does not materially constrain revenue recognition as a significant reversal of revenue is not probable at invoicing.

The majority of the transaction price the Company receives for fulfilling the Payment Services performance obligation are comprised of one or a combination of the following: 1) interchange fees earned from the payment networks; 2) discount fees earned from merchants; 3) fees calculated based on a number of transactions processed; 4) fees calculated based upon a percentage of the transaction value for the underlying goods or services (i.e. fuel, food, toll, lodging, and transportation cards and vouchers); and 5) monthly access fees.

The Company recognizes revenue when the underlying transactions are complete and as its performance obligations are satisfied. Transactions are considered complete depending upon the related payment solution but generally when the Company has authorized the transaction, validated that the transaction has no errors and accepted and posted the data to the Company’s records.

In the Company's cross-border payments business, a portion of revenue is from exchanges of currency at spot rates, which enables customers to make cross-currency payments. The Company's performance obligation for its foreign exchange payment services is providing a foreign currency payment to a customer’s designated recipient and therefore, the Company recognizes revenue on foreign exchange payment services when the underlying payment is made. Revenues from foreign exchange payment services are primarily comprised of the difference between the exchange rate set by the Company to the customer and the rate available in the wholesale foreign exchange market.

Finally, the Company currently records as revenue certain interest earned on customer deposits. Such revenue has historically not been significant to the Company's overall earnings.

Gift Card Products and Services

The Company’s Gift solutions deliver both stored value cards and e-cards (cards), and card-based services primarily in the form of gift cards to retailers. These activities each represent performance obligations that are separate and distinct. Revenue for stored value cards is recognized (gross of the underlying cost of the related card, recorded in processing expenses within the Consolidated Statements of Income) at the point in time when control passes to the Company's customer, which is generally upon shipment.

Card-based services consist of transaction processing and reporting of gift card transactions where the Company recognizes revenue based on the passage of time as it stands ready to process an unknown or unspecified quantity of transactions. As a result, the Company directly allocates and recognizes variable consideration over the estimated period of time over which the performance obligation is satisfied.

Other

The Company accounts for revenue from late fees and finance charges, in jurisdictions where permitted under local regulations, primarily in the U.S. and Canada, in accordance with ASC 310, "Receivables." 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 and represent approximately 5% of consolidated revenues, net for the year ended December 31, 2022. The Company ceases billing and accruing for late fees and finance charges approximately 30 - 40 days after the customer’s balance becomes delinquent.

In addition, in its cross-border payments business, the Company writes foreign currency forward and option contracts for its customers primarily to facilitate future payments in foreign currencies. The duration of these derivative contracts at inception is generally less than one year. The Company aggregates its foreign exchange exposures arising from customer contracts, including forwards, options and spot exchanges of currency, as necessary, and economically hedges the net currency risks by entering into offsetting derivatives with established financial institution counterparties. The Company accounts for the derivatives in its cross-border payments business in accordance with ASC 815, "Derivatives and Hedging." Revenues earned on the currency spread inherent in the instruments on date of execution, as well as changes in fair value related to these instruments prior to settlement, represented approximately 8% of consolidated revenues, net, for the year ended December 31, 2022.

Revenue is also derived from the sale of equipment and cards in certain of the Company’s businesses, which is recognized at the time the device or card is sold and control has passed to the customer. This revenue is recognized gross of the cost of sales related to the equipment and cards in revenues, net within the Consolidated Statements of Income. The related cost of sales for the equipment and cards is recorded in processing expenses within the Consolidated Statements of Income.

Revenues from contracts with customers, within the scope of Topic 606, represent approximately 87% of consolidated revenues, net, for the year ended December 31, 2022.

Disaggregation of Revenues

The Company provides its services to customers across different payment solutions and geographies. Revenues, net by solution for the years ended December 31 (in millions) are as follows:

Revenues by Solution						2022						2021						2020
Fuel						$	1,378.3					$	1,180.1					$	1,057.2
Corporate Payments						772.4						600.0						434.0
Tolls						362.2						306.0						292.0
Lodging						456.5						309.6						207.0
Gift						194.5						179.5						154.4
Other						263.2						258.5						244.3
Consolidated revenues, net						$	3,427.1					$	2,833.7					$	2,388.9

Revenues, net by geography for the years ended December 31 (in millions) are as follows:

Revenues by Geography						2022						2021						2020
United States (country of domicile)						$	2,093.9					$	1,785.2					$	1,467.5
Brazil						442.2						368.1						344.2
United Kingdom						363.3						321.8						262.9
Other						527.7						358.6						314.2
Consolidated revenues, net						$	3,427.1					$	2,833.7					$	2,388.9

Contract Liabilities

Deferred revenue contract liabilities for customers subject to ASC 606 were $57.7 million and $73.7 million as of December 31, 2022 and 2021, respectively. We expect to recognize approximately $38.6 million of these amounts in revenues within 12 months and the remaining $19.1 million over the next five years as of December 31, 2022. The amount and timing of revenue recognition is affected by several factors, including contract modifications and terminations, which could impact the estimate of amounts allocated to remaining performance obligations and when such revenues could be recognized. Revenue recognized for the year ended December 31, 2022, that was included in the deferred revenue contract liability as of January 1, 2022, was approximately $41.7 million.

Costs to Obtain or Fulfill a Contract and/or Customer Incentives

In accordance with ASC 606, the Company capitalizes the incremental costs of obtaining a contract with a customer if the Company expects to recover those costs. The incremental costs of obtaining a contract are those that the Company incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained (for example, a sales commission).

Costs incurred to fulfill a contract are capitalized if those costs meet all of the following criteria:

a.The costs relate directly to a contract or to an anticipated contract that the Company can specifically identify.

b.The costs generate or enhance resources of the Company that will be used in satisfying (or in continuing to satisfy) performance obligations in the future.

c.The costs are expected to be recovered.

In order to determine the appropriate amortization period for contract costs, the Company considers a combination of factors, including customer attrition rates, estimated terms of customer relationships, the useful lives of technology used by the Company to provide products and services to its customers, whether further contract renewals are expected and if there is any incremental commission to be paid on a contract renewal. Contract acquisition and fulfillment costs are amortized using the straight-line method over the expected period of benefit (ranging from five to ten years). Costs to obtain a contract with an expected period of benefit of one year or less are recognized as an expense when incurred. The amortization of contract acquisition costs associated with sales commissions that qualify for capitalization is recorded as selling expense in the Company’s Consolidated Statements of Income.

Amortization of capitalized contract costs recorded in selling expense was $15.4 million, $16.0 million and $15.3 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Costs to obtain or fulfill a contract are classified as contract cost assets within prepaid expenses and other current assets and other assets in the Company’s Consolidated Balance Sheets. The Company had capitalized contract costs of $17.1 million and $16.1 million within prepaid expenses and other current assets and $42.9 million and $38.9 million within other assets in the Company’s Consolidated Balance Sheets, as of December 31, 2022 and 2021, respectively.

Further, the Company on occasion may make a cash payment to a customer as a contract incentive. We defer these costs as payments to a customer if recoverable and amortize them over the benefit period, including anticipated customer renewals. The amortization of costs associated with cash payments for client incentives is included as a reduction of revenues in the Company’s Consolidated Statements of Income. The Company had deferred customer incentives of $9.5 million as of December 31, 2022. Amortization of deferred customer incentives was immaterial for the year ended December 31, 2022.

The Company has recorded $83.1 million, $76.6 million and $65.5 million of expenses related to sales of equipment and cards in processing expenses within the Consolidated Statements of Income for the years ended December 31, 2022, 2021 and 2020, respectively.

Practical Expedients

ASC 606 requires disclosure of the aggregate amount of the transaction price allocated to unsatisfied performance obligations; however, as allowed by ASC 606, the Company elected to exclude this disclosure for contracts with performance obligations of one year or less and contracts with variable consideration that is directly allocated to a single performance obligation such as a stand-ready series. As described above, the Company's most significant single performance obligations consist of variable consideration directly allocated under a stand-ready series of distinct days of service. Such direct allocation of variable consideration meets the specified criteria for the disclosure exclusion; therefore, the majority of the aggregate amount of transaction price that is allocated to unsatisfied performance obligations is variable consideration that is not required for this disclosure. The aggregate fixed consideration portion of customer contracts with an initial contract duration greater than one year is not material.

The Company elected to exclude all sales taxes and other similar taxes from the transaction price. Accordingly, the Company presents all collections from customers for these taxes on a net basis, rather than having to assess whether the Company is acting as an agent or a principal in each taxing jurisdiction.

In certain arrangements with customers, the Company has determined that certain promised services and products are immaterial in the context of the contract, both quantitatively and qualitatively.

As a practical expedient, the Company is not required to adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company transfers a promised service or product to a customer and when the customer pays for the service or product will be one year or less. As of December 31, 2022, the Company’s contracts with customers retain standard pricing where the timing on control transfer is dependent upon the customer in a stand-ready environment and therefore did not contain a significant financing component.

4. Fair Value Measurements

Fair value is a market-based measurement that reflects assumptions that market participants would use in pricing an asset or liability. GAAP discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). These valuation techniques are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions.

As the basis for evaluating such inputs, a three-tier value hierarchy prioritizes the inputs used in measuring fair value as follows:

• Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets.

• Level 2: Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

• Level 3: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The following table presents the Company’s financial assets and liabilities which are measured at fair values on a recurring basis as of December 31, 2022 and 2021, (in thousands):

						Fair Value						Level 1						Level 2						Level 3
December 31, 2022
Assets:
Repurchase agreements						$	444,216					$	—					$	444,216					$	—
Money market						37,821						—						37,821						—
Certificates of deposit						181						—						181						—
Interest rate swaps						11,953						—						11,953						—
Foreign exchange contracts						266,917						—						266,917						—
Total assets						$	761,088					$	—					$	761,088					$	—
Cash collateral for foreign exchange contracts						$	56,103					$	—					$	—					$	—
Liabilities:
Foreign exchange contracts						224,725						—						224,725						—
Total liabilities						$	224,725					$	—					$	224,725					$	—
Cash collateral obligation for foreign exchange contracts						$	148,167					$	—					$	—					$	—
December 31, 2021
Assets:
Repurchase agreements						$	477,069					$	—					$	477,069					$	—
Money market						43,023						—						43,023						—
Certificates of deposit						958						—						958						—
Foreign exchange contracts						120,859						—						120,859						—
Total assets						$	641,909					$	—					$	641,908					$	—
Cash collateral for foreign exchange contracts						$	25,881					$	—					$	—					$	—
Liabilities:
Interest rate swaps1						$	30,733					—						$	30,733					—
Foreign exchange contracts						89,925						—						89,925						—
Total liabilities						$	120,658					$	—					$	120,658					$	—
Cash collateral obligation for foreign exchange contracts						$	24,803					$	—					$	—					$	—

1During 2022, the Company identified and corrected an immaterial error in the presentation of the December 31, 2021 interest rate swap liabilities in the table above. Such amount was incorrectly bracketed, which has since been corrected. The liability was correctly presented and classified in the Company's Consolidated Balance Sheet at December 31, 2021.

The Company has highly-liquid investments classified as cash equivalents, with original maturities of 90 days or less, included in our Consolidated Balance Sheets. The Company utilizes Level 2 fair value determinations derived from directly or indirectly observable (market based) information to determine the fair value of these highly liquid investments. The Company has certain cash and cash equivalents that are invested on an overnight basis in repurchase agreements, money markets and certificates of deposit. The value of overnight repurchase agreements is determined based upon the quoted market prices for the treasury securities associated with the repurchase agreements. The value of money market instruments is determined based upon the financial institutions' month-end statement, as these instruments are not tradable and must be settled directly by us with the respective financial institution. Certificates of deposit are valued at cost, plus interest accrued. Given the short-term nature of these instruments, the carrying value approximates fair value. Foreign exchange derivative contracts are carried at fair value, with changes in fair value recognized in the Consolidated Statements of Income. The fair value of the Company's derivatives is derived with reference to a valuation from a derivatives dealer operating in an active market, which approximates the fair value of these instruments. Interest rate swap derivative contracts are carried at fair value, with changes in fair value recognized in Accumulated Other Comprehensive Income to the extent designated as highly effective cash flow hedges for accounting purposes.

The fair value represents the net settlement if the contracts were terminated as of the reporting date. Cash collateral received for foreign exchange derivatives is recorded within customer deposits in our Consolidated Balance Sheets. Cash collateral deposited for foreign exchange derivatives is recorded within restricted cash in our Consolidated Balance Sheet.

The level within the fair value hierarchy and the measurement technique are reviewed quarterly. Transfers between levels are deemed to have occurred at the end of the quarter. There were no transfers between fair value levels during the periods presented for 2022 and 2021.

The Company’s assets that are measured at fair value on a nonrecurring basis and are evaluated with periodic testing for impairment include property, plant and equipment, investments, goodwill and other intangible assets. Estimates of the fair value of assets acquired and liabilities assumed in business combinations are generally developed using key inputs such as management’s projections of cash flows on a held-and-used basis (if applicable), discounted as appropriate, management’s projections of cash flows upon disposition and discount rates. Accordingly, these fair value measurements are in Level 3 of the fair value hierarchy.

The Company determines the fair values of its derivatives based on quoted market prices for similar assets or liabilities or pricing models using current market rates. Accordingly, these fair value measurements are in Level 2 of the fair value hierarchy. The amounts exchanged are calculated by reference to the notional amounts and by other terms of the derivatives, such as interest rates, foreign currency exchange rates, commodity rates or other financial indices. The Company's derivatives are over-the-counter instruments with liquid markets.

The Company regularly evaluates the carrying value of its investments. As of December 31, 2022, the carrying amounts of cost-method investments without a readily determinable fair value and equity-method investments were $26.8 million and $47.5 million, respectively.

The fair value of the Company’s cash, accounts receivable, securitized accounts receivable and related facility, prepaid expenses and other current assets, accounts payable, accrued expenses, customer deposits and short-term borrowings approximate their respective carrying values due to the short-term maturities of the instruments. The carrying value of the Company’s debt obligations approximates fair value as the interest rates on the debt are variable market-based interest rates that reset on a monthly basis. These are each Level 2 fair value measurements, except for cash, which is a Level 1 fair value measurement.

5. Stockholders' Equity

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, 2024. On January 25, 2022, the Board increased the aggregate size of the Program by $1.0 billion, to $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, 2022, 26,280,908 shares have been repurchased for an aggregate purchase price of $5.9 billion, leaving the Company up to $1.2 billion of remaining authorization available under the Program for future repurchases in shares of its common stock. There were 6,212,410 common shares totaling $1.4 billion in 2022; 5,451,556 common shares totaling $1.4 billion in 2021 and 3,497,285 common shares totaling $940.8 million in 2020; repurchased under the Program. Repurchased shares are held as treasury stock on the Company's Consolidated Balance Sheets.

6. Stock-Based Compensation

The Company accounts for stock-based compensation pursuant to relevant authoritative guidance, which requires measurement of compensation cost for all stock awards at fair value on the date of grant and recognition of compensation, net of estimated forfeitures, over the requisite service period for awards expected to vest.

The Company has a Stock Incentive Plan (the "Plan"), pursuant to which the Company's board of directors is permitted to grant equity to employees and directors. Under the Plan, a maximum of 20.65 million shares of our common stock is approved to be issued for grants of restricted stock and stock options. At December 31, 2022, there were 4.6 million shares available to be granted under the Plan. The Company does not issue shares from treasury stock under the Plan.

The table below summarizes the expense recognized within general and administrative expenses in the Consolidated Statements of Income related to stock-based compensation for the years ended December 31 (in thousands):

						2022						2021						2020
Stock options						$	61,993					$	30,057					$	23,407
Restricted stock						59,423						50,014						19,977
Stock-based compensation						$	121,416					$	80,071					$	43,384

The tax benefits recorded upon the exercises of options and vesting of restricted stock were $25.5 million, $32.8 million and $70.6 million for the years ended December 31, 2022, 2021 and 2020, respectively.

The following table summarizes the Company’s total unrecognized compensation cost related to stock-based compensation as of December 31, 2022 (cost in thousands):

						Unrecognized Compensation Cost						Weighted Average Period of Expense Recognition (in Years)
Stock options						$	45,659					1.58
Restricted stock						41,570						0.70
Total						$	87,229

Stock Options

The following summarizes the changes in the number of shares of common stock under option for the following periods (shares and aggregate intrinsic value in thousands):

						Shares						Weighted Average Exercise Price						Options Exercisable at End of Year						Weighted Average Exercise Price of Exercisable Options						Weighted Average Fair Value of Options Granted During the Year						Aggregate Intrinsic Value
Outstanding at December 31, 2019						6,263						$	124.38					5,137						$	109.03											$	1,022,860
Granted						503						215.36																		$	53.18
Exercised						(1,681)						80.84																								322,823
Forfeited						(121)						194.61
Outstanding at December 31, 2020						4,964						146.69						3,994						130.37												626,107
Granted						1,097						261.85																		$	72.84
Exercised						(592)						82.50																								83,686
Forfeited						(22)						230.14
Outstanding at December 31, 2021						5,447						176.52						3,798						145.18												257,707
Granted						649						223.66																		$	65.23
Exercised						(544)						94.79																								64,783
Forfeited						(251)						230.60
Outstanding at December 31, 2022						5,301						$	188.12					3,512						$	159.46											$	113,681
Expected to vest at December 31, 2022						1,422						$	240.05

The following table summarizes information about stock options outstanding at December 31, 2022 (shares in thousands):

Exercise Price						Options Outstanding						Weighted Average Remaining Vesting Life in Years						Options Exercisable
$87.61 – $199.75						3,182						0.04						3,051
$202.02 – $216.18						117						0.20						83
$220.13 – $231.70						685						1.12						151
$235.52 – $248.28						38						1.39						5
$249.77 – $252.50						202						0.11						146
$256.55 – $261.27						1,000						0.21						48
$263.21 – $319.55						78						0.82						28
						5,301												3,512

The aggregate intrinsic value of stock options exercisable at December 31, 2022 was $113.6 million. The weighted average remaining contractual term of options exercisable at December 31, 2022 was 3.4 years.

The fair value of stock option awards granted was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions for grants or modifications during the years ended December 31 as follows:

						2022						2021						2020
Risk-free interest rate						1.65		%				0.45		%				0.37		%
Dividend yield						—						—						—
Expected volatility						34.62		%				34.44		%				31.00		%
Expected term (in years)						3.9						4.0						3.9

The weighted-average remaining contractual term for options outstanding was 4.1 years at December 31, 2022.

The fair value of stock options granted with market based vesting conditions was estimated using the Monte Carlo simulation valuation model with the following assumptions during the year ended December 31 as follows. There were no performance options granted with market based vesting conditions in 2022 or 2020.

						2021
Risk-free interest rate						0.59		%
Dividend yield						—
Expected volatility						36.10		%
Expected term (in years)						3.3

Restricted Stock

The following table summarizes the changes in the number of shares of restricted stock and restricted stock units for the following periods (shares in thousands):

						Shares						Weighted Average Grant Date Fair Value
Outstanding at December 31, 2019						243						$	246.34
Granted						171						252.36
Cancelled						(100)						249.17
Issued						(140)						227.20
Outstanding at December 31, 2020						174						265.29
Granted						215						272.59
Cancelled						(38)						265.76
Issued						(73)						258.13
Outstanding at December 31, 2021						278						278.57
Granted						386						229.22
Cancelled						(83)						267.53
Issued						(146)						283.60
Outstanding at December 31, 2022						435						$	237.68

The total fair value of restricted stock and restricted stock units vested was $34.4 million, $20.2 million and $33.3 million for the years ended December 31, 2022, 2021 and 2020, respectively.

7. Acquisitions and Equity Method Investments

2022 Acquisitions

During 2022, the Company acquired Levarti, an airline software platform company reported in the Lodging segment; Accrualify, an accounts payable (AP) automation software company reported in the Corporate Payments segment; Plugsurfing, a European EV software and network provider reported in the Fleet segment; and Roomex, a European workforce lodging provider reported in the Lodging segment. The aggregate purchase price of these acquisitions was approximately $197.6 million, net of cash. The Company financed the acquisitions using a combination of available cash and borrowings under its existing credit facility. In connection with one of these acquisitions, the Company signed noncompete agreements of $1.1 million with certain parties affiliated with the business for which the Company is still completing the valuation. These noncompete agreements were accounted for separately from the business acquisition.

Acquisition accounting is preliminary as the Company is still completing the valuation for goodwill, intangible assets, income taxes, working capital, and contingencies.

The following table summarizes the preliminary acquisition accounting, in aggregate, for the business acquisitions noted above (in thousands):

Trade and other receivables			$	15,140
Prepaid expenses and other current assets			4,236
Other long term assets			1,192
Goodwill			159,171
Intangibles			50,730
Accounts payable and accrued expenses			(18,467)
Other current liabilities			(4,960)
Other noncurrent liabilities			(9,470)
Aggregate purchase price			$	197,572

The estimated fair value of intangible assets acquired and the related estimated useful lives consisted of the following (in thousands):

			Useful Lives (in Years)						Value
Trade Names and Trademarks			2 - Indefinite						$	4,786
Proprietary Technology			5 - 10						12,375
Lodging / Supplier Network			10						817
Customer Relationships			5 - 20						32,752
									$	50,730

Other

In February 2022, the Company also made investments of $7.8 million in an EV charging payments business and $5.0 million in an EV data analytics business. In September 2022, the Company made an investment of $6.1 million in a U.K.-based EV search and pay mapping service.

2021 Acquisitions

ALE

On September 1, 2021, the Company completed the acquisition of ALE Solutions, Inc. (ALE), a U.S.-based provider of lodging solutions to the insurance industry, for a net purchase price of $421.8 million. The purpose of this acquisition is to expand the Company's lodging business into the insurance vertical. The Company financed the acquisition using a combination of available cash and borrowings under its existing credit facility. The results from the acquisition are reported in the Lodging segment.

In connection with this acquisition, the Company signed noncompete agreements with certain parties affiliated with the business with an estimated fair value of $18.3 million. These noncompete agreements were accounted for separately from the business acquisition. Accounting for the fair values of the ALE customer relationship intangible asset was subjective due to the uncertainty in estimating 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.

The following table summarizes the final acquisition accounting for ALE (in thousands):

Trade and other receivables			$	178,396
Prepaid expenses and other current assets			2,555
Other long term assets			10,121
Goodwill			136,471
Intangibles			175,800
Accounts payable and accrued expenses			(31,048)
Other current liabilities			(38,866)
Other noncurrent liabilities			(11,596)
Aggregate purchase price			$	421,833

The estimated fair value of intangible assets acquired and the related estimated useful lives consisted of the following (in thousands):

			Useful Lives (in Years)						Value
Trade Names and Trademarks			Indefinite						$	14,500
Proprietary Technology			4						14,400
Lodging Network			20						800
Customer Relationships			15						146,100
									$	175,800

AFEX

On June 1, 2021, the Company completed the acquisition of Associated Foreign Exchange (AFEX), a U.S. based, cross-border payment solutions provider, for $459.8 million. This included $210.3 million of cash and cash equivalents and $178.7 million of restricted cash, resulting in a net purchase price of $70.7 million. The purpose of this acquisition is to further expand the Company's cross-border payment solutions. The Company financed the acquisition using a combination of available cash and borrowings under its existing credit facility. The results from the acquisition are reported in the Corporate Payments segment.

In connection with this acquisition, the Company signed noncompete agreements with certain parties affiliated with the business with an estimated fair value of $4.1 million. These noncompete agreements were accounted for separately from the business acquisition. Accounting for the fair value of the AFEX customer relationship intangible asset was subjective due to the uncertainty in estimating customer attrition rates, which had a significant impact on the estimated fair value. The customer attrition rates are forward-looking and could be affected by future economic and market conditions.

The following table summarizes the final acquisition accounting for AFEX (in thousands):

Trade and other receivables			$	8,159
Prepaid expenses and other current assets			108,402
Property, plant and equipment			1,723
Other long term assets			51,074
Goodwill			257,332
Intangibles			237,900
Accounts payable and accrued expenses			(40,164)
Other current liabilities			(81,430)
Customer deposits			(375,049)
Other noncurrent liabilities			(97,855)
Aggregate purchase price			$	70,092

The estimated fair value of intangible assets acquired and the related estimated useful lives consisted of the following (in thousands):

			Useful Lives (in Years)						Value
Trade Names and Trademarks			2						$	5,400
Proprietary Technology			4						11,800
Banking Relationships			20						1,800
Licenses			20						2,600
Customer Relationships			10						216,300
									$	237,900

Roger

On January 13, 2021, the Company completed the acquisition of Roger, rebranded Corpay One, a global accounts payable (AP) cloud software platform for small businesses, for $39.0 million, net of cash acquired. The Company financed the acquisition using a combination of available cash and borrowings under its existing credit facility. The results from the acquisition are reported in the Corporate Payments segment.

The following table summarizes the final acquisition accounting for Roger (in thousands):

Accounts and other receivables			$	110
Prepaid expenses and other current assets			37
Other assets			28
Goodwill			34,359
Other intangibles			5,400
Current liabilities			(925)
Deferred income taxes			(6)
Aggregate purchase price			$	39,003

The estimated fair value of intangible assets acquired and the related estimated useful lives consisted of the following (in thousands):

			Useful Lives (in Years)						Value
Proprietary Technology			10						$	4,800
Customer Relationships			13						600
									$	5,400

Other

On December 15, 2021, the Company acquired a mobile fuel payments solution in Russia for a net purchase price of $5.0 million. The results from the acquisition are reported in the Fleet segment. During 2021, the Company made an investment of $37.8 million in a joint venture in Brazil with CAIXA. The Company also made investments in other businesses of $6.8 million. The Company financed the investments using a combination of available cash and borrowings under its existing credit facility.

8. Goodwill and Other Intangible Assets

A summary of changes in the Company’s goodwill by reportable segment is as follows (in thousands):

						December 31, 2021						Acquisitions												Acquisition Accounting Adjustments						Foreign Currency						December 31, 2022
Segment
Fleet						$	1,929,095					$	71,856											$	1,216					$	(47,514)					$	1,954,653
Corporate Payments						1,888,875						40,387												2,933						(26,125)						1,906,070
Lodging						364,653						46,928												4,700						(237)						416,044
Brazil						546,148						—												—						29,590						575,738
Other						350,207						—												—						(1,277)						348,930
						$	5,078,978					$	159,171											$	8,849					$	(45,563)					$	5,201,435

						December 31, 2020						Acquisitions												Acquisition Accounting Adjustments						Foreign Currency						December 31, 2021
Segment
Fleet						$	1,943,065					$	3,286											$	(1,294)					$	(15,962)					$	1,929,095
Corporate Payments						1,606,704						288,758												—						(6,587)						1,888,875
Lodging						233,413						131,771												398						(929)						364,653
Brazil						585,861						—												—						(39,713)						546,148
Other						350,138						—												—						69						350,207
						$	4,719,181					$	423,815											$	(896)					$	(63,122)					$	5,078,978

At December 31, 2022 and 2021, approximately $945.0 million and $923.3 million of the Company’s goodwill is deductible for tax purposes, respectively. Acquisition accounting adjustments recorded in 2022 and 2021 are a result of the Company completing its acquisition accounting and working capital adjustments for certain prior year acquisitions.

Other intangible assets consisted of the following at December 31 (in thousands):

												2022																		2021
						Weighted- Avg Useful Life (Years)						Gross Carrying Amounts						Accumulated Amortization						Net Carrying Amount						Gross Carrying Amounts						Accumulated Amortization						Net Carrying Amount
Customer and vendor relationships						16.4						$	2,922,586					$	(1,332,542)					$	1,590,044					$	2,925,719					$	(1,167,218)					$	1,758,501
Trade names and trademarks—indefinite lived						N/A						419,270						—						419,270						466,327						—						466,327
Trade names and trademarks—other						1.7						47,939						(9,111)						38,828						12,093						(5,235)						6,858
Technology						6.0						278,460						(216,858)						61,602						272,461						(198,628)						73,833
Non-compete agreements						4.3						80,098						(58,868)						21,230						78,145						(48,279)						29,866
Total other intangibles												$	3,748,353					$	(1,617,379)					$	2,130,974					$	3,754,745					$	(1,419,360)					$	2,335,385

Changes in foreign exchange rates resulted in $18.4 million and $32.7 million decreases to the carrying values of other intangible assets in the years ended December 31, 2022 and 2021, respectively. Amortization expense related to intangible assets for the years ended December 31, 2022, 2021, and 2020 was $227.2 million, $205.5 million, and $184.2 million, respectively. Due to rebranding activity, the Company reassessed the useful lives of certain trademarks. This resulted in a reclassification of $45.6 million from indefinite to finite-lived assets. At the time of change in estimate, which was applied prospectively, the Company tested these trademarks for impairment, which resulted in no impairment charge.

The future estimated amortization of intangible assets at December 31, 2022 is as follows (in thousands):

2023						$	208,509
2024						203,417
2025						180,525
2026						160,646
2027						150,867
Thereafter						807,740

9. Property, Plant and Equipment

Property, plant and equipment, net consisted of the following at December 31 (in thousands):

						Estimated Useful Lives (in Years)						2022						2021
Computer hardware and software						3 to 5						$	470,191					$	472,145
Card-reading equipment						4 to 6						49,655						36,829
Furniture, fixtures, and vehicles						2 to 10						19,482						22,650
Buildings and improvements						5 to 50						36,105						33,517
Property, plant and equipment, gross												575,433						565,141
Less: accumulated depreciation												(280,741)						(328,847)
Property, plant and equipment, net												$	294,692					$	236,294

Depreciation expense related to property and equipment for the years ended December 31, 2022, 2021, and 2020 was $92.0 million, $75.6 million, and $65.2 million, respectively. Amortization expense includes $59.1 million, $46.7 million, and $40.2 million for capitalized computer software costs for the years ended December 31, 2022, 2021, and 2020, respectively. At December 31, 2022 and 2021, the Company had unamortized computer software costs of $167.5 million and $155.3 million, respectively.

Write-offs of property, plant and equipment were immaterial for each of the years ended December 31, 2022, 2021, and 2020.

10. Accrued Expenses

Accrued expenses consisted of the following at December 31 (in thousands):

						2022						2021
Accrued bonuses						$	19,975					$	26,950
Accrued payroll and severance						48,007						38,328
Accrued taxes						94,557						93,627
Accrued commissions/rebates						83,190						92,063
Other1						106,207						118,086
						$	351,936					$	369,054

1Other accrued expenses include several types of amounts due to our merchants, vendors, and other third parties.

11. Debt

The Company’s debt instruments at December 31 consist primarily of term notes, revolving lines of credit and a Securitization Facility as follows (in thousands):

						2022						2021
Term Loan A note payable (a), net of discounts						$	2,956,053					$	2,763,162
Term Loan B note payable (a), net of discounts						1,855,891						1,871,505
Revolving line of credit facilities (a)						935,000						225,000
Other obligations (c)						2,950						—
Total notes payable, credit agreements, and other obligations						5,749,894						4,859,667
Securitization Facility(b)						1,287,000						1,118,000
Total debt						$	7,036,894					$	5,977,667
Current portion						$	2,314,056					$	1,517,628
Long-term portion						4,722,838						4,460,039
Total debt						$	7,036,894					$	5,977,667

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(a)The Company is party to a $6.4 billion Credit Agreement (the "Credit Agreement"), with Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, and a syndicate of financial institutions (the "Lenders"), which has been amended multiple times. The Credit Agreement provides for senior secured credit facilities (collectively, the "Credit Facility") consisting of a revolving credit facility in the amount of $1.5 billion, a term loan A facility in the amount of $3.0 billion and a term loan B facility in the amount of $1.9 billion as of December 31, 2022. The revolving credit facility consists of (a) a revolving A credit facility in the amount of $1 billion with sublimits for letters of credit and swing line loans and (b) a revolving B facility in the amount of $500 million with borrowings in U.S. dollars, euros, British pounds, Japanese yen or other currency as agreed in advance and a sublimit for swing line loans. The Credit Agreement also includes an accordion feature for borrowing an additional $750 million in term loan A, term loan B, revolving A or revolving B facility debt and an unlimited amount when the leverage ratio on a pro-forma basis is less than 3.75 to 1.00. Proceeds from the credit facilities may be used for working capital purposes, acquisitions, and other general corporate purposes.

On June 24, 2022, the Company entered into the twelfth amendment to the Credit Agreement. The amendment replaced the then-existing term loan A with the $3 billion term loan A described above and the then-existing revolving credit facility with the $1.5 billion revolving credit facility described above, resulting in net increases of $273 million and $215 million to the capacities of the term loan A and revolving credit facility, respectively. In addition, the amendment replaced LIBOR for USD borrowings with the Secured Overnight Financing Rate ("SOFR") plus a SOFR adjustment of 0.10% for the term loan A and the revolving Credit Facility and extended the maturity date. The maturity date for the new term loan A and revolving credit facilities A and B is June 24, 2027. The term loan B has a maturity date of April 30, 2028.

Interest on amounts outstanding under the Credit Agreement (other than the term loan B) accrues as follows: For loans denominated in U.S. dollars, based on SOFR plus a SOFR adjustment of 0.10%, in British pounds, based on the SONIA plus a SONIA adjustment of 0.0326%, in euros, based on the Euro Interbank Offered Rate (“EURIBOR”), or in Japanese yen, at the Tokyo Interbank Offer Rate (“TIBOR”) plus a margin based on a leverage ratio, or our option (for U.S. dollar borrowings only), the Base Rate (defined as the rate equal to the highest of (a) the Federal Funds Rate plus

0.50%, (b) the prime rate announced by Bank of America, N.A., or (c) SOFR plus 1.00% plus a margin based on a leverage ratio). Interest on the term loan B facility accrues based on the British Bankers Association LIBOR Rate (the "Eurocurrency Rate") plus 1.75%. In addition, the Company pays a quarterly commitment fee at a rate per annum ranging from 0.25% to 0.30% of the daily unused portion of the credit facility.

The interest rates at December 31, 2022 and 2021 are as follows:

			2022						2021
Term loan A			5.80		%				1.60		%
Revolving A facility			5.79		%				1.61		%
Term loan B			6.13		%				1.85		%
Unused credit facility fee			0.25		%				0.30		%

The term loans are payable in quarterly installments due on the last business day of each March, June, September, and December with the final principal payment due on the respective maturity date. Borrowings on the revolving line of credit are repayable at the maturity of the facility. Borrowings on the domestic swing line of credit are due on demand, and borrowings on the foreign swing line of credit are due no later than twenty business days after such loan is made.

The Company has unamortized debt discounts and debt issuance costs of $23.9 million and $25.2 million related to the term loans as of December 31, 2022 and December 31, 2021, respectively, recorded in notes payable and other obligations, net of current portion within the Consolidated Balance Sheets.

The Company has unamortized debt issuance costs of $4.6 million and $3.3 million related to the revolving credit facility as of December 31, 2022 and December 31, 2021, respectively, recorded in other assets within the Consolidated Balance Sheets.

As a result of the amortization of debt discounts and debt issuance costs, the effective interest rate incurred on the term loans was 3.41% during 2022. Principal payments of $2.8 billion were made on the term loans during 2022.

(b)The Company is party to a $1.7 billion receivables purchase agreement (Securitization Facility). On March 23, 2022, the Company entered into the tenth amendment to the Securitization Facility. The amendment increased the Securitization Facility commitment from $1.3 billion to $1.6 billion and replaced LIBOR with SOFR plus a SOFR adjustment of 0.10%. On August 18, 2022, the Company entered into the eleventh amendment to the Securitization Facility. The amendment increased the Securitization Facility commitment from $1.6 billion to $1.7 billion, reduced the program fee margin and extended the maturity of the Securitization Facility to August 18, 2025. There is a program fee equal to SOFR plus 0.10% adjustment plus 0.95% or the Commercial Paper Rate plus 0.85% as of December 31, 2022 and one month LIBOR plus 1.00% or the Commercial Paper Rate plus 0.90% as of December 31, 2021. The program fee was 4.48% plus 0.94% as of December 31, 2022 and 0.12% plus 0.98% as of December 31, 2021. The unused facility fee is payable at a rate of between 0.30% and 0.40% based on utilization as of December 31, 2022 and 0.40% as of December 31, 2021. The Company has unamortized debt issuance costs of $3.2 million and $2.5 million related to the revolving Securitization Facility as of December 31, 2022 and December 31, 2021, respectively, recorded in other assets within the Consolidated Balance Sheets.

The Securitization Facility provides for certain termination events, which includes nonpayment, upon the occurrence of which the administrator may declare the facility termination date to have occurred, may exercise certain enforcement rights with respect to the receivables, and may appoint a successor servicer, among other things.

(c)Other obligations includes a credit facility assumed as part of a business acquisition in 2022.

The Company was in compliance with all financial and non-financial covenants at December 31, 2022. The Company has entered into interest rate swap cash flow contracts with U.S. dollar notional amounts in order to reduce the variability of cash flows in the previously unhedged interest payments associated with $2.0 billion of unspecified variable rate debt. The $1.0 billion interest rate swap matured in January 2022 and one of the $500 million interest rate swaps matured in January 2023. Refer to Note 16 for further details.

The contractual maturities of the Company’s total debt at December 31, 2022 are as follows (in thousands):

2023						$	2,318,950
2024						131,500
2025						169,000
2026						169,000
2027						2,494,000
Thereafter						1,778,375
Total principal payments						7,060,825
Less: debt discounts and issuance costs included in debt						(23,931)
Total debt						$	7,036,894

12. Accumulated Other Comprehensive Loss (AOCI)

The changes in the components of AOCI for the years ended December 31, 2022, 2021 and 2020 are as follows (in thousands):

						Cumulative Foreign Currency Translation						Unrealized (Losses) Gains on Derivative Instruments						Total Accumulated Other Comprehensive (Loss) Income
Balance at December 31, 2019						$	(929,713)					$	(42,752)					$	(972,465)
Other comprehensive loss before reclassifications						(367,249)						(70,719)						(437,968)
Amounts reclassified from AOCI						—						39,264						39,264
Tax effect						—						8,011						8,011
Other comprehensive loss						(367,249)						(23,444)						(390,693)
Balance at December 31, 2020						(1,296,962)						(66,196)						(1,363,158)
Other comprehensive loss before reclassifications						(144,543)						7,394						(137,149)
Amounts reclassified from AOCI						—						49,747						49,747
Tax effect						—						(14,056)						(14,056)
Other comprehensive (loss) gain						(144,543)						43,085						(101,458)
Balance at December 31, 2021						(1,441,505)						(23,111)						(1,464,616)
Other comprehensive (loss) income before reclassifications						(77,135)						31,853						(45,282)
Amounts reclassified from AOCI						—						10,835						10,835
Tax effect						—						(10,587)						(10,587)
Other comprehensive (loss) gain						(77,135)						32,101						(45,034)
Balance at December 31, 2022						$	(1,518,640)					$	8,990					$	(1,509,650)

13. Income Taxes

Income before the provision for income taxes is attributable to the following jurisdictions for years ended December 31 (in thousands):

						2022						2021						2020
United States						$	506,214					$	515,041					$	457,090
Foreign						769,446						593,767						425,435
Total						$	1,275,660					$	1,108,808					$	882,525

The provision for income taxes for the years ended December 31 consists of the following (in thousands):

						2022						2021						2020
Current:
Federal						$	166,172					$	118,861					$	71,123
State						34,947						31,674						19,597
Foreign						153,388						107,751						71,921
Total current						354,507						258,286						162,641
Deferred:
Federal						(36,613)						(12,165)						143
State						(6,066)						(4,540)						(4,323)
Foreign						9,505						27,730						19,848
Total deferred						(33,174)						11,025						15,668
Total provision						$	321,333					$	269,311					$	178,309

The provision for income taxes differs from amounts computed by applying the U.S. federal tax rate of 21% for 2022, 2021, and 2020, respectively, to income before income taxes for the years ended December 31, 2022, 2021, and 2020 due to the following (in thousands):

						2022												2021												2020
Computed “expected” tax expense						$	267,889					21.0		%				$	232,850					21.0		%				$	185,330					21.0		%
Changes resulting from:
Change in valuation allowance						22,399						1.8						1,378						0.1						25,932						2.9
Foreign income tax differential						566						—						(10,326)						(0.9)						(20,852)						(2.3)
State taxes net of federal benefits						12,745						1.0						18,352						1.7						7,489						0.8
Increase in tax expense due to uncertain tax positions						8,257						0.6						8,185						0.7						14,848						1.7
Foreign withholding tax						13,547						1.1						9,143						0.8						15,630						1.8
Change in indefinite reinvestment - Russia						(9,049)						(0.7)						—						—						—						—
Excess tax benefits related to stock-based compensation						(10,000)						(0.8)						(16,304)						(1.5)						(58,942)						(6.7)
Sub-part F Income/GILTI						79,420						6.2						72,449						6.5						34,990						4.0
Foreign tax credits						(73,974)						(5.8)						(63,926)						(5.8)						(30,497)						(3.5)
Foreign source non-deductible interest						9,462						0.7						10,348						0.9						6,986						0.8
IRC section 162(m) adjustment						8,119						0.6						3,665						0.3						1,393						0.2
Brazil tourism tax benefit						(13,810)						(1.1)						—						—						—						—
Other						5,762						0.5						3,497						0.3						(3,998)						(0.5)
Provision for income taxes						$	321,333					25.2		%				$	269,311					24.3		%				$	178,309					20.2		%

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at December 31 are as follows (in thousands):

						2022						2021
Deferred tax assets:
Accounts receivable, principally due to the allowance for credit losses						$	19,508					$	13,987
Accrued expenses not currently deductible for tax						7,307						6,252
Lease deferral						18,146						20,349
Interest rate swap						—						7,621
Stock based compensation						41,202						39,658
Income tax credits						62,512						51,264
Net operating loss carry forwards						81,580						76,988
Accrued escheat						3,286						3,170
Other						28,773						10,078
Deferred tax assets before valuation allowance						262,314						229,367
Valuation allowance						(117,379)						(94,601)
Deferred tax assets, net						144,935						134,766
Deferred tax liabilities:
Intangibles—including goodwill						(504,590)						(520,349)
Basis difference in investment in subsidiaries						(42,091)						(42,938)
Interest rate swap						(2,964)						—
Lease deferral						(15,428)						(17,739)
Accrued expense liability						(742)						(795)
Prepaid expenses						(1,713)						(1,788)
Withholding taxes						(31,448)						(38,704)
Property and equipment and other						(72,076)						(76,810)
Deferred tax liabilities						(671,052)						(699,123)
Net deferred tax liabilities						$	(526,117)					$	(564,357)

The Company’s deferred tax balances are classified in its balance sheets as of December 31 as follows (in thousands):

						2022						2021
Long term deferred tax assets and liabilities:
Long term deferred tax assets						$	1,348					$	1,934
Long term deferred tax liabilities						(527,465)						(566,291)
Net deferred tax liabilities						$	(526,117)					$	(564,357)

The valuation allowances relate to capital loss carryforwards, income tax credits, state 163(j) carryforward, foreign net operating loss carryforwards and state net operating loss carryforwards. The net change in the total valuation allowance for the year ended December 31, 2022 was an increase of $22.8 million. The valuation allowance increase was primarily due to net operating losses generated in certain states where the Company and its subsidiaries file on a separate company basis as well as an increase in foreign net operating losses where significant negative evidence on future utilization was considered.

As of December 31, 2022, the Company had a net operating loss carryforward for U.S. federal income tax purposes of approximately $3.6 million gross of tax that is available to offset U.S. federal taxable income indefinitely. The Company had a net operating loss carryforward for state income tax purposes of approximately $901.7 million gross of tax that is available to offset future state taxable income indefinitely, and in some cases subject to expiration in 15 or 20 years. Additionally, the Company had $95.0 million net operating loss carryforwards gross of tax that are available to offset future foreign taxable income. Most foreign net operating loss carryforwards will not expire in future years. The Company has provided a valuation allowance against $47.2 million of its deferred tax asset related to the net operating losses as it does not anticipate utilizing the losses in the foreseeable future.

In addition, the Company has foreign tax credits for foreign income purposes in the amount of $62.5 million. The Company has provided a valuation allowance against $62.5 million of the tax credits as it does not anticipate utilizing the credits in the foreseeable future.

During 2022 and 2021, the Company had recorded accrued interest and penalties related to the unrecognized tax benefits of $4.4 million and $5.6 million, respectively. Accumulated interest and penalties were $22.7 million and $18.1 million on the Consolidated Balance Sheets at December 31, 2022 and 2021, respectively. In accordance with the Company's accounting policy, interest and penalties related to unrecognized tax benefits are included as a component of income tax expense.

A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits excluding interest and penalties for the years ended December 31, 2022, 2021, and 2020 is as follows (in thousands):

Unrecognized tax benefits at December 31, 2019						$	42,773
Additions based on tax provisions related to the current year						6,412
Additions based on tax provisions related to the prior year						13,532
Deduction of cumulative interest and penalties						(12,508)
Deductions based on settlement/expiration of prior year tax positions						(14,460)
Unrecognized tax benefits at December 31, 2020						35,749
Additions based on tax provisions related to the current year						8,543
Additions based on tax provisions related to the prior year						5,909
Deductions based on settlement of prior year tax positions						(2,122)
Deductions based on expiration of prior year tax positions						(1,058)
Unrecognized tax benefits at December 31, 2021						47,021
Additions based on tax provisions related to the current year						7,752
Additions based on tax provisions related to the prior year						200
Deductions based on expiration of prior year tax positions						(1,550)
Addition for cumulative federal benefit of state tax deductions						7,281
Change due to OCI						(35)
Unrecognized tax benefits at December 31, 2022						$	60,669

In prior years, the Company included federal benefits of state tax deductions related to unrecognized tax benefits in its tabular reconciliation above. A cumulative adjustment was made in 2022 to remove these amounts from the above tabular disclosure.

As of December 31, 2022, the Company had total unrecognized tax benefits of $60.7 million all of which, if recognized, would affect its effective tax rate. It is not anticipated that there are any unrecognized tax benefits that will significantly increase or decrease within the next twelve months.

The Company files numerous consolidated and separate income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The statute of limitations for the Company’s U.S. federal income tax returns has expired for years prior to 2015. The statute of limitations for most state income tax returns has expired for years prior to 2019. The statute of limitations has expired for years prior to 2019 for the Company’s Russian income tax returns, 2017 for the Company’s Mexican income tax returns, and 2017 for the Company’s Luxembourg income tax returns.

14. Leases

The Company primarily leases office space, data centers, vehicles, and equipment. Some of our leases contain variable lease payments, typically payments based on an index. The Company’s leases have remaining lease terms of one year to thirty years, some of which include options to extend from one to five years or more. The exercise of lease renewal options is typically at the Company's sole discretion; therefore, the majority of renewals to extend the lease terms are not reasonably certain to exercise and are not included in Right of Use (ROU) assets and lease liabilities. Variable lease payments based on an index or rate are initially measured using the index or rate in effect at lease commencement. Additional payments based on the change in an index or rate are recorded as a period expense when incurred. Lease modifications result in remeasurement of the lease liability as of the modification date.

Other assets include ROU assets, other current liabilities include short-term operating lease liabilities, and other non-current liabilities include long-term lease liabilities at December 31, 2022 and 2021 is as follows (in thousands):

						2022						2021
ROU assets						$	94,604					$	84,777
Short term lease liabilities						$	22,661					$	20,296
Long term lease liabilities						$	86,671					$	79,905

The Company does not recognize ROU assets and lease liabilities for short-term leases that have a term of twelve months or less. The effect of short-term leases were not material to the ROU assets and lease liabilities.

Under ASC 842, a Company discounts future lease obligations by the rate implicit in the contract, unless the rate cannot be readily determined. As most of our leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments. In determining the borrowing rate, the Company considers the applicable lease terms, the Company's cost of borrowing, and for leases denominated in a foreign currency, the collateralized borrowing rate that the Company would obtain to borrow in the same currency in which the lease is denominated.

Total lease costs for the years ended December 31, 2022, 2021, and 2020 were $24.1 million, $22.6 million, and $20.7 million, respectively. Variable lease costs and short-term lease costs were immaterial for all periods presented.

The supplementary cash and non-cash disclosures for the years ended December 31, 2022, 2021, and 2020 are as follows (in thousands):

						2022						2021						2020
Cash paid for operating lease liabilities						$	25,403					$	23,803					$	20,068
ROU assets obtained in exchange for new operating lease obligations						$	31,204					$	29,428					$	7,134
Weighted-average remaining lease term (years)						6.09						5.99						7.07
Weighted-average discount rate						3.64%						3.80%						4.18%

Maturities of lease liabilities as of December 31, 2022 were as follows (in thousands):

2023						$	26,163
2024						24,571
2025						21,787
2026						16,905
2027						9,251
Thereafter						23,675
Total lease payments						122,352
Less imputed interest						13,020
Present value of lease liabilities						$	109,332

15. Commitments and Contingencies

In the ordinary course of business, the Company is involved in various pending or threatened legal actions, arbitration proceedings, claims, subpoenas, and matters relating to compliance with laws and regulations (collectively, "legal proceedings"). Based on our current knowledge, management presently does not believe that the liabilities arising from these legal proceedings will have a material adverse effect on our consolidated financial condition, results of operations or cash flows. However, it is possible that the ultimate resolution of these legal proceedings could have a material adverse effect on our results of operations and financial condition for any particular period.

Derivative Lawsuits

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 ("Federal Derivative Action") seeking recovery from the Company. 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. Dey, alleges that the defendants breached their fiduciary duties by causing or permitting the Company to 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 prospects, and making improper sales of stock. 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, Jerrell 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. The defendants dispute the allegations in the derivative complaints and intend to vigorously defend against the claims.

FTC Investigation

In October 2017, the Federal Trade Commission ("FTC") issued a Notice of Civil Investigative Demand to the Company for the production of documentation and a request for responses to written interrogatories. After discussions with the Company, the FTC proposed in October 2019 to resolve potential claims relating to the Company’s advertising and marketing practices, principally in its U.S. direct fuel card business within its North American Fuel Card business. The parties reached impasse primarily related to what the Company believes are unreasonable demands for redress made by the FTC.

On December 20, 2019, the FTC filed a lawsuit in the Northern District of Georgia against the Company and Ron Clarke. See FTC v. FLEETCOR and Ronald F. Clarke, No. 19-cv-05727 (N.D. Ga.). The complaint alleges the Company and Clarke violated the FTC Act’s prohibitions on unfair and deceptive acts and practices. The complaint seeks among other things injunctive relief, consumer redress, and costs of suit. The Company continues to believe that the FTC’s claims are without merit. On April 17, 2021, the FTC filed a motion for summary judgment. On April 22, 2021, the United States Supreme Court held unanimously in AMG Capital Management v. FTC that the FTC does not have authority under current law to seek monetary redress by means of Section 13(b) of the FTC Act, which is the means by which the FTC has sought such redress in this case. FLEETCOR cross-moved for summary judgment regarding the FTC’s ability to seek monetary or injunctive relief on May 17, 2021. On August 13, 2021, the FTC filed a motion to stay or to voluntarily dismiss without prejudice the case pending in the Northern District of Georgia in favor of a parallel administrative action under Section 5 of the FTC Act that it filed on August 11, 2021 in the FTC’s administrative process. Apart from the jurisdiction and statutory change, the FTC’s administrative complaint makes the same factual allegations as the FTC’s original complaint filed in December 2019. The Company opposed the FTC’s motion for a stay or to voluntarily dismiss, and the court denied the FTC’s motion on February 7, 2022. In the meantime, the FTC’s administrative action is stayed. 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. The Company has incurred and continues to incur legal and other fees related to this complaint. Any settlement of this matter, or defense against the lawsuit, could involve costs to the Company, including legal fees, redress, penalties, and remediation expenses.

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.

16. Derivative Financial Instruments

Foreign Currency Derivatives

The Company uses derivatives to facilitate cross-currency corporate payments by writing derivatives to customers within its cross-border solution. The Company writes derivatives, primarily foreign currency forward contracts, option contracts, and swaps, mostly with small and medium size enterprises that are customers and derives a currency spread from this activity.

Derivative transactions associated with the Company's cross-border solution include:

• Forward contracts, which are commitments to buy or sell at a future date a currency at a contract price and will be settled in cash.

• Option contracts, which gives the purchaser, the right, but not the obligation to buy or sell within a specified time a currency at a contracted price that may be settled in cash.

• Swap contracts, which are commitments to settlement in cash at a future date or dates, usually on an overnight basis.

The credit risk inherent in derivative agreements represents the possibility that a loss may occur from the nonperformance of a counterparty to the agreements. Concentrations of credit and performance risk may exist with counterparties, which includes customers and banking partners, as we are engaged in similar activities with similar economic characteristics related to fluctuations in foreign currency rates. The Company performs a review of the credit risk of these counterparties at the inception of the contract and on an ongoing basis. The Company also monitors the concentration of its contracts with any individual counterparty against limits at the individual counterparty level. The Company anticipates that the counterparties will be able to fully satisfy their obligations under the agreements, but takes action when doubt arises about the counterparties' ability to perform. These actions may include requiring customers to post or increase collateral, and for all counterparties, if the counterparty does not perform under the term of the contract, the contract may be terminated. The Company does not designate any of its foreign exchange derivatives as hedging instruments in accordance with ASC 815, "Derivatives and Hedging".

The aggregate equivalent U.S. dollar notional amount of foreign exchange derivative customer contracts held by the Company as of December 31, 2022 and 2021 (in millions) is presented in the table below.

			Notional
			2022						2021
Foreign exchange contracts:
Swaps			$	160.9					$	2,670.4
Futures, forwards and spot			15,159.4						7,818.3
Written options			13,701.9						11,221.9
Purchased options			11,474.2						10,614.0
Total			$	40,496.4					$	32,324.6

The majority of customer foreign exchange contracts are written in currencies such as the U.S. dollar, Canadian dollar, British pound, euro and Australian dollar.

The following table summarizes the fair value of derivatives reported in the Consolidated Balance Sheets as of December 31, 2022 and 2021 (in millions):

December 31, 2022			Fair Value, Gross												Fair Value, Net
			Derivative Assets						Derivative Liabilities						Derivative Assets						Derivative Liabilities
Derivatives - undesignated:
Foreign exchange contracts			$	582.2					$	540.0					$	266.9					$	224.7
Less: Cash collateral			56.1						148.2						56.1						148.2
Total net derivative assets and liabilities			$	526.1					$	391.8					$	210.8					$	76.5

December 31, 2021			Fair Value, Gross												Fair Value, Net
			Derivative Assets						Derivative Liabilities						Derivative Assets						Derivative Liabilities
Derivatives - undesignated:
Foreign exchange contracts			$	338.8					$	307.8					$	120.9					$	89.9
Less: Cash collateral			25.9						24.8						25.9						24.8
Total net derivative assets and liabilities			$	312.9					$	283.0					$	95.0					$	65.1

The fair values of derivative assets and liabilities associated with contracts, which include netting terms that the Company believes to be enforceable, have been recorded net within the Consolidated Balance Sheets. The Company receives cash from customers as collateral for trade exposures, which is recorded within cash and cash equivalents, restricted cash and customer deposits in the Consolidated Balance Sheets. The customer has the right to recall their collateral in the event exposures move in their favor, they perform on all outstanding contracts and have no outstanding amounts due to the Company, or they cease to do business with the Company. Cash collateral posted with banks is recorded within restricted cash and can be recalled in the event that exposures move in the Company’s favor. The Company does not offset fair value amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral. The table below presents the fair value of the Company’s derivative assets and liabilities, as well as their classification on the accompanying Consolidated Balance Sheets, as of December 31, 2022 and December 31, 2021 (in millions).

												2022						2021
						Balance Sheet Classification						Fair Value
Derivative Assets						Prepaid expenses and other current assets						$	204.9					$	94.0
Derivative Assets						Other assets						$	62.0					$	26.9
Derivative Liabilities						Other current liabilities						$	184.1					$	66.9
Derivative Liabilities						Other noncurrent liabilities						$	40.6					$	23.0

Cash Flow Hedges

On January 22, 2019, the Company entered into three interest rate swap cash flow contracts (the "swap contracts"). One contract (which matured in January 2022) had a notional value of $1.0 billion, while the two remaining contracts (one of which matured in January 2023) each have a notional value of $500 million. The objective of these swap contracts is to reduce the variability of cash flows in the previously unhedged interest payments associated with $2.0 billion of unspecified variable rate debt, the sole source of which is due to changes in the LIBOR and/or SOFR benchmark interest rate. At inception, the Company designated these contracts as hedging instruments in accordance with ASC 815, "Derivatives and Hedging".

For derivatives accounted for as hedging instruments, the Company formally designates and documents, at inception, the financial instrument as a hedge of a specific underlying exposure, the risk management objective and the strategy for undertaking the hedge transaction. The Company formally assesses, both at the inception and at least quarterly thereafter, whether the financial instruments used in hedging transactions are highly effective at offsetting changes in cash flows of the related underlying exposures.

As of December 31, 2022, the Company had the following outstanding interest rate derivatives that qualify as hedging instruments and are designated as cash flow hedges of interest rate risk (in millions):

						Notional Amount as of						Fixed Rates						Maturity Date
						December 31, 2022
Interest Rate Derivative:
Interest Rate Swap						$500						2.56		%				1/31/2023
Interest Rate Swap						$500						2.55		%				12/19/2023

For each of these swap contracts, the Company pays a fixed monthly rate and receives one month LIBOR and/or SOFR. The table below presents the fair value of the Company’s interest rate swap contracts, as well as their classification on the Consolidated Balance Sheets, as of December 31, 2022 and 2021 (in millions). See Note 4 for additional information on the fair value of the Company’s swap contracts.

						Balance Sheet Classification						2022						2021
Derivatives designated as cash flow hedges:
Swap contracts						Prepaid expenses and other current assets						$	12.0					$	—
Swap contracts						Other current liabilities						$	—					$	(23.4)
Swap contracts						Other noncurrent liabilities						$	—					$	(7.3)

The estimated net amount of the existing gains expected to be reclassified into earnings within the next 12 months is approximately $12.0 million at December 31, 2022.

17. Earnings Per Share

The Company reports basic and diluted earnings per share. Basic earnings per share is computed by dividing net income attributable to shareholders of the Company by the weighted average number of common shares outstanding during the reported period. Diluted earnings per share reflect the potential dilution related to equity-based incentives using the treasury stock method.

The calculation and reconciliation of basic and diluted earnings per share for the years ended December 31 (in thousands, except per share data) follows:

						2022						2021						2020
Net income						$	954,327					$	839,497					$	704,216
Denominator for basic earnings per share						75,598						82,060						84,005
Dilutive securities						1,264						2,001						2,714
Denominator for diluted earnings per share						76,862						84,061						86,719
Basic earnings per share						$	12.62					$	10.23					$	8.38
Diluted earnings per share						$	12.42					$	9.99					$	8.12

Diluted earnings per share for the years ended December 31, 2022, 2021 and 2020 excludes the effect of 2.3 million, 1.4 million and 0.1 million shares, respectively, of common stock that may be issued upon the exercise of employee stock options because such effect would be antidilutive. Diluted earnings per share also excludes the effect of performance-based restricted stock for which the performance criteria have not yet been achieved, which was immaterial for 2022 and 2021 and 0.1 million shares for the year ended December 31, 2020.

18. Segments

The Company reports information about its operating segments in accordance with the authoritative guidance related to segments. 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 into seven operating segments, which were combined into four reportable segments: Fleet, Corporate Payments (includes aggregation with Cross-Border operating segment), Lodging, Brazil and an Other category (which combines Gift and Payroll Card operating segments). We manage and report our operating results through these four reportable segments consistent with how the CODM allocates resources, assesses performance and reviews financial information. The presentation of segment information has been recast for the prior periods to align with this segment presentation for the year ended December 31, 2022.

The Company’s segment results are as follows as of and for the years ended December 31 (in thousands):

						2022****1						2021						2020
Revenues, net:
Fleet						$	1,504,933					$	1,320,141					$	1,192,471
Corporate Payments						772,434						599,991						433,952
Lodging						456,511						309,619						207,037
Brazil						442,242						368,080						344,248
Other2						251,009						235,905						211,147
						$	3,427,129					$	2,833,736					$	2,388,855
Operating income:
Fleet						$	727,999					$	670,265					$	594,741
Corporate Payments						255,401						197,582						76,277
Lodging						218,637						148,973						90,888
Brazil						174,655						154,265						148,051
Other2						69,949						71,471						62,308
						$	1,446,641					$	1,242,556					$	972,265
Depreciation and amortization:
Fleet						$	140,118					$	144,974					$	142,231
Corporate Payments						74,322						53,658						34,898
Lodging						42,366						26,478						16,896
Brazil						56,641						50,020						51,363
Other2						8,835						9,067						9,414
						$	322,282					$	284,197					$	254,802
Capital expenditures:
Fleet						$	76,276					$	62,620					$	41,765
Corporate Payments						24,154						13,696						9,757
Lodging						10,570						4,604						3,586
Brazil						32,008						24,431						17,116
Other2						8,420						6,179						6,201
						$	151,428					$	111,530					$	78,425
Long-lived assets (excluding goodwill and investments):
Fleet						$	148,110					$	121,076					$	104,337
Corporate Payments						43,227						34,974						28,393
Lodging						17,884						12,592						11,885
Brazil						66,583						53,236						47,994
Other2						18,888						14,416						9,900
						$	294,692					$	236,294					$	202,509

1Results from Levarti acquired in the first quarter of 2022 and Roomex acquired in the fourth quarter of 2022 are reported in our Lodging segment. Results from Accrualify and Plugsurfing acquired in the third quarter of 2022 are reported in our Corporate Payments and Fleet segments, respectively.

2Other includes Gift and Payroll Card operating segments.

The following table presents the Company's long-lived assets (excluding goodwill, other intangible assets and investments) at December 31 (in thousands).

						2022						2021
Long-lived assets (excluding goodwill, other intangible assets, and investments):
United States (country of domicile)						$	176,263					$	135,232
Brazil						$	66,583					$	53,235
United Kingdom						$	24,715					$	24,294

More than 10% of our consolidated revenues in 2022, 2021 and 2020 were derived through our relationship with our open-loop network partner in our Fleet segment.

19. Subsequent Events

Cash Flow Hedges

In January 2023, the Company entered into five receive-variable, pay-fixed interest rate swap derivative contracts with U.S. dollar notional amounts as follows (in millions):

Notional Amount						Fixed Rates						Maturity Date
$250						4.01%						7/31/2025
$250						4.02%						7/31/2025
$500						3.80%						1/31/2026
$250						3.71%						7/31/2026
$250						3.72%						7/31/2026

The purpose of these contracts is to eliminate the variability of cash flows in interest payments associated with the Company's unspecified variable rate debt, the sole source of which is due to changes in the SOFR benchmark interest rate. The Company has designated these derivative instruments as cash flow hedging instruments which are expected to be highly effective at offsetting changes in cash flows of the related underlying exposure.

Net Investment Hedge

In February 2023, we entered into a cross currency interest rate swap that we designate as a net investment hedge of our investments in euro-denominated operations. This contract effectively converts $500 million U.S. dollar equivalent to an obligation denominated in euro, and partially offsets the impact of changes in currency rates on our euro denominated net investments. This contract also creates a positive interest differential on the U.S. dollar-denominated portion of the swap, resulting in a 1.96% interest rate savings on the USD notional.

Acquisitions

In January 2023, the Company acquired a U.K.-based cross border payments provider. In February 2023, the Company acquired a European-based vehicle maintenance provider and a cloud-based EV charging software platform. These acquisitions are not expected to be material to the financial results of the Company. The Company financed these acquisitions using a combination of available cash and borrowings under its existing Credit Facility.