Corpay (CPAY) 10-K risk factor changes: FY2023 vs FY2022

Events that could cause system interruptions [removed: include] [added: include, but are not limited to,] fire, natural disaster, unauthorized entry, power loss, telecommunications failure, computer viruses, terrorist acts and war.

Because techniques used to sabotage or obtain unauthorized access to our systems and the data we collect change frequently and may not be recognized until launched against a target, [added: especially considering heightened threats and risks associated with artificial intelligence,] we may be unable to anticipate these techniques or to implement adequate preventative measures.

In addition, the risk of cyber-attacks has increased in connection with the military [removed: conflict] [added: conflicts] between Russia and [removed: Ukraine] [added: Ukraine, as well as within the Middle East,] and the resulting geopolitical [removed: conflict.][added: conflicts.]

While we maintain insurance covering certain security and privacy damages and claim expenses [added: above a certain financial retention level,] we may not carry insurance or maintain coverage sufficient to compensate for all liability and such insurance may not be available for renewal on acceptable terms or at all, and in any event, insurance coverage would not address the reputational damage that could result from a security incident.

If we fail to develop and implement new technology, products and services, adapt our products and services to changes in technology, [removed: the marketplace requirements,] or if our ongoing efforts to upgrade our technology, products and services are not successful, we could lose customers and partners.

The markets for our solutions are highly competitive and characterized by [added: rapid] technological change, frequent introduction of new products and [removed: services and] [added: services,] evolving industry [removed: standards.][added: standards and evolving customer needs.]

We must respond to the technological advances offered by our [removed: competitors] [added: competitors, including the use of artificial intelligence,] and the requirements of regulators and our customers and partners, in order to maintain and improve upon our competitive position and fulfill contractual obligations.

[removed: The continued disruption] [added: Such factors and conditions may also impact the proper functioning] of [removed: global] financial [removed: markets as a result of the COVID-19 global pandemic] [added: and capital markets, which] could have a negative impact on our ability to access capital in the future.

Adverse effects on payment card transaction [removed: volume, including] [added: volume and other aspects of our business and operations,] from unfavorable macroeconomic conditions, weather conditions, natural catastrophes or public health crises or from changes to business purchasing practices, could adversely affect our [removed: revenues] [added: financial condition] and operating results.

Adverse macroeconomic conditions within the U.S. or internationally, including but not limited to recessions, inflation, rising interest rates, [added: labor shortages and disputes,] high unemployment, currency fluctuations, actual or anticipated large-scale defaults or failures, [added: terrorist attacks, prolonged or recurring government shutdowns, regional or domestic hostilities, economic sanctions and the prospect or occurrence or more widespread conflicts,] rising energy prices, or a slowdown of global trade, and reduced consumer, small business, government, and corporate spending, have a direct impact on the demand for fuel, business-related products and services, or payment card services in general.

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

Similarly, prolonged adverse weather events, travel bans due to medical quarantine (such as the [removed: recent] responses to the COVID-19 pandemic) or in response to natural catastrophes, especially those that impact regions in which we process a large number and amount of payment transactions, could adversely affect our transaction volumes.

In addition, our transaction volumes could be adversely affected if businesses do not continue to use, or fail to increase their use of, credit, [removed: debit] [added: debit, ACH, virtual cards] or stored value cards as a payment mechanism for their transactions.

[removed: Additionally, the counterparties to the] derivative financial instruments that we use in our international payments provider business to reduce our exposure to various market risks, including changes in foreign exchange rates, may fail to honor their obligations, which could expose us to risks we had sought to mitigate.

We do not maintain insurance to protect us against [added: all of] such losses.

Revenues for late fees and finance charges represented [removed: 5%] [added: approximately 4%] of our consolidated revenue for the year ended December 31, [removed: 2022.][added: 2023.]

In addition, several market factors can affect the amount of our fees and charges, including the market for similar charges for competitive card products and the availability of alternative payment [removed: methods such as cash or house accounts.][added: methods.]

Furthermore, regulators and Congress have [removed: scrutinized] [added: passed new legislation that changes] the electronic payments industry’s pricing, charges and other practices related to its customers.

Competitors in the Lodging [removed: solution] [added: solutions] include travel agencies, online lodging discounters, internal corporate procurement and travel resources, and independent services companies.

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

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

We [removed: believe] [added: estimate] during the year ended December 31, [removed: 2022,] [added: 2023,] approximately [removed: 13%] [added: 10%] of our consolidated revenue was directly influenced by the absolute price of fuel.

Approximately [removed: 6%] [added: 5%] of our consolidated revenue during the year ended December 31, [removed: 2022] [added: 2023] was derived from transactions where our revenue is tied to fuel price spreads.

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

The fuel price that we charge to any [removed: Fuel] [added: Vehicle Payments] customer is dependent on several factors including, among others, the fuel price paid to the fuel merchant, posted retail fuel prices and competitive fuel prices.

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

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

The value of certain of our solutions depend, in part, on relationships with oil companies, fuel and lodging merchants, truck stop operators, [removed: airlines and] [added: airlines,] sales [added: channels, and other] channels [added: and partnerships] to grow our business.

As a result, the success of these solutions is in part dependent on our ability to maintain relationships with major oil companies, petroleum marketers, closed-loop fuel and lodging merchants, truck stop operators, [removed: airlines and] [added: airlines,] sales [added: channels, and other] channels [added: and partnerships] (each of whom we refer to as our “partners”) and to enter into additional relationships or expand existing arrangements to increase the acceptability of our payment [removed: cards.][added: solutions.]

These relationships vary in length [removed: from one to eight years for oil companies to one to two years for merchants] and may be renegotiated at the end of their respective terms.

Similarly, because some of our solutions are [removed: marketed under the brands of major oil companies,] [added: independently marketed,] certain other adverse events outside our control, like those companies’ failure to maintain their brands or a decrease in the size of their branded networks may adversely affect our ability to grow our revenue.

[removed: If we do not comply with Mastercard requirements, it could seek] to fine us, suspend us or terminate our registration, which allows us to process transactions on its networks.

In addition, interchange fees are the subject of intense [removed: legal] [added: legal, political] and regulatory scrutiny and competitive pressures in the electronic payments industry, which could result in lower interchange fees generally in the future.

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

We are subject to risks related to volatility in foreign currency exchange rates, and restrictions on our ability to utilize revenue generated in foreign [removed: currencies.][added: currencies or funds held in foreign jurisdictions.]

For the year ended December 31, [removed: 2022,] [added: 2023,] approximately [removed: 39%] [added: 43%] of our revenue was denominated in currencies other than the U.S. dollar (primarily, British pound, Brazilian real, Canadian dollar, Russian ruble, Mexican peso, Czech koruna, euro, Australian dollar and New Zealand dollar).

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

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

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

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

Further, adverse macroeconomic conditions, and resulting trends, weather conditions, natural catastrophes or public health crises, could affect other aspects of our business.

For example, because we derive a portion of our revenues from travel-related spending, our business is sensitive to safety concerns related to travel and, limitations on travel and mobility and health-related risks, and such adverse factors could impact the amount spent on lodging solutions or other business expenses.

While our lodging solutions generally benefit from weather-related events, disasters or catastrophic events in the future, including the impact of such events on certain industries or the overall economy, could have a negative effect on our business, results of operations and infrastructure, including our technology and systems.

Climate change may exacerbate certain of these threats, including the frequency and severity of weather-related events.

Additionally, the counterparties to the

In Vehicle Payments

If we do not comply with Mastercard requirements, it could seek

If one or more of our counterparty financial institutions default on their financial or performance obligations to us or fail, we may incur significant losses.

We have significant amounts of cash, cash equivalents, receivables outstanding, and other investments on deposit or in accounts with banks or other financial institutions in the U.S. and international jurisdictions.

Among other services, certain banks and other financial institutions are lenders under our credit facilities, hold customer deposits for customers funds payable on demand, and hold cash collateral received from customers for derivative transactions as part of our Cross-Border solution.

We regularly monitor our concentration of, and exposure to counterparty risk, and actively manage this exposure to mitigate the associated risk.

Despite these efforts, we may be exposed to the risk of default on obligations by, or deteriorating operating results or financial condition or failure of, these counterparty financial institutions.

If one of our counterparty financial institutions were to become insolvent, placed into receivership, or file for bankruptcy, our ability to recover losses incurred as a result of default or to access or recover our assets that are deposited, held in accounts with, or otherwise due from, such counterparty may be limited due to the insufficiency of the failed institutions’ estate to satisfy all claims in full or the applicable laws or regulations governing the insolvency, bankruptcy, or resolution proceedings.

In the event of default on obligations by, or the failure of, one or more of these counterparties, we could incur significant losses, which could negatively impact our results of operations and financial condition.

Additionally, from time to time, we have and expect to continue to enter into cross-currency swap agreements with financial institutions to hedge against the effect of variability in the U.S. dollar to foreign exchange rates.

The swap agreements require an exchange of the notional amounts between us and the counterparties upon expiration or earlier termination of the agreements.

If, at the expiration or earlier termination of the swap agreements, the U.S. dollar to applicable foreign exchange rate has declined from the rate in effect on the execution date, we are required to pay the counterparties an amount equal to the excess of the U.S. dollar value over the respective foreign currency principal amount.

In the event of a significant decline in the applicable exchange rate, our payment obligations to the counterparties could have a material adverse effect on our cash flows.

Moreover, we may incur asset impairment

We have recently exited the Russia market via the disposition of our Russia business, which closed in the third quarter of 2023.

Additionally, we do not have operations in Israel or Gaza.

We are actively monitoring the situations and assessing the impact on our business.

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

Further, there can be no assurance that our plan will successfully mitigate all disruptions.

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

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

Other Financial Risks

The restatement of our 2023 quarterly financial statements may affect investor confidence and raise reputational issues and may subject us to additional risks and uncertainties, including increased professional costs and the increased possibility of legal proceedings and regulatory inquiries.

As discussed in Note 20 to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K, we determined to restate our unaudited condensed consolidated financial statements for the quarterly periods ended March 31, 2023, June 30, 2023 and September 30, 2023 after the Company determined that there were errors related to the accounting for certain balance sheet accounts.

As a result of these errors and the resulting restatement of our unaudited condensed consolidated financial statements for the impacted periods, we have incurred, and may continue to incur, unanticipated costs for accounting and legal fees in connection with or related to the restatement, and have become subject to a number of additional risks and uncertainties, including the increased possibility of litigation and regulatory inquiries.

Any of the foregoing may affect investor confidence in the accuracy of our financial disclosures and may raise reputational risks for our business, both of which could harm our business and financial results.

We have identified material weaknesses in our internal control over financial reporting and, if we fail to remediate these material weaknesses, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business.

As described under Item 9A.

"Controls and Procedures" below, we have concluded that material weaknesses in our internal control over financial reporting existed as of December 31, 2023 and, accordingly, internal control over financial reporting and our disclosure controls and procedures were not effective as of such date.

Specifically, as a result of management’s evaluation, management identified the material weaknesses related to 1) ineffective information technology general controls (ITGCs) in the area of user access management over certain information technology systems used in the execution of controls that support the Company’s financial reporting processes and 2) ineffective controls related to the application of U.S. GAAP guidance related to the balance sheet recognition of customer funds held for the benefit of others leading to the correction of previously issued unaudited condensed consolidated financial statements for the 2023 quarterly periods as further discussed above.

Management has developed its remediation plan and is in the process of implementing it.

Until the remediation plan is fully implemented, tested and deemed effective, we cannot provide assurance that our actions will adequately remediate the material weaknesses or that additional material weaknesses in our internal controls will not be identified in the future.

Effective internal control over financial reporting is necessary for us to provide reliable and timely financial reports and, together with adequate disclosure controls and procedures, are designed to reasonably detect and prevent fraud.

The occurrence of, or failure to remediate, these material weaknesses and any future material weaknesses in our internal control over financial reporting may adversely affect the accuracy and reliability and timeliness of our financial statements and have other consequences that could materially and adversely affect our business.

The laws and regulations applicable to us, including those enacted prior to the advent of digital payments, continue to evolve through legislative and regulatory action and judicial interpretation.

The extent to which the ongoing effects of the novel strain of the coronavirus (COVID-19), the continuing spread of its variants and measures taken in response thereto impact our business, results of operations and financial condition will depend on future developments, which are highly uncertain and are difficult to predict.

The novel strain of the coronavirus (COVID-19) and its variants spread throughout the globe and negatively impacted the macroeconomic environment, significantly increasing economic uncertainty.

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

These measures negatively impacted consumer and business spending and could continue to do so.

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

Whiles these measures have largely eased, they may return in the future with variants, which would adversely affect our business, results of operations and financial condition.

The spread of the coronavirus previously caused us to modify our business practices (including employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences), and subject to variations in infection levels in various jurisdictions, we may take renewed or further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers and business partners.

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

We continue to manage the business as appropriate in order to preserve our financial flexibility during this challenging time.

There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus or otherwise be satisfactory to government authorities.

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

Even after the COVID-19 global pandemic subsided, we may continue to experience adverse impacts to our business as a result of any economic recession or depression that has occurred or may occur in the future.

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

In addition, we may continue to experience materially adverse impacts to our business as a result of the continued global economic impact from COVID-19, including any recession that has occurred or may occur in the future.

There are no comparable recent events which may provide guidance as to the effect of the spread of the coronavirus and a global pandemic, and, as a result, the ultimate impact of the COVID-19 outbreak or a similar health epidemic is highly uncertain and subject to change.

We do not yet know the full extent of the impacts on our business, our operations or the global economy as a whole.

However, the effects could have a material impact on our results of operations.

in economies in which we operate.

For the years ended December 31, 2022 and 2021, our bad debt expense, inclusive of fraud losses, was $131.1 million and $37.9 million, or 7 bps and 3 bps of total billings, respectively.

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

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

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

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

terms favorable to us, if at all, which could limit our ability to engage in acquisitions.

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

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

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

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

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

Our assets in Russia were approximately 3.2% and

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

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

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

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

Our Russian business is part of our Fleet segment.

confidentiality and security of non-public consumer personal information received from our customers.

We are subject to claims and a number of judicial and administrative proceedings in the ordinary course of our operations, including employment-related disputes, contract disputes, intellectual property disputes, government inquiries, investigations, audits and regulatory proceedings, customer disputes and tort claims.

regulatory authorities, the media and others, which could be significant and could have a material adverse effect on our business, reputation, financial condition and results of operations.

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

Our term loan B bears interest at a variable rate based on LIBOR.

The following discussion and analysis of our financial condition and results of operations generally discusses [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] items, with year-over-year comparisons between these two years.

A detailed discussion of [removed: 2021] [added: 2022] items and year-over-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] that are not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, [removed: 2021.][added: 2022.]

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

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

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

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

In many instances, [removed: they] [added: businesses] lack the proper tools to monitor what is being purchased, and employ manual, paper-based, disparate processes and methods to both approve and make payments for their [added: business-to-business] purchases.

Impact of [removed: COVID-19] [added: Geo-Political Events] on Our Business

The current [removed: conflict] [added: military conflicts] between Russia and [removed: Ukraine is creating] [added: Ukraine, as well as within the Middle East, continue to create] substantial uncertainty about the [removed: role Russia will play in the] global economy in the future.

Although the length, impact and outcome of the ongoing military [removed: conflict] [added: conflicts] between Russia and Ukraine [removed: is] [added: and within the Middle East are] highly unpredictable, [removed: this conflict] [added: these conflicts] could lead to significant market and other disruptions.

We cannot predict how and the extent to which [removed: the conflict] [added: these conflicts] will affect our customers, operations or business partners or [added: the demand for our products and our global business.]

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

[removed: Our] [added: Exclusive of the impact of disposition, our] business in Russia accounted for approximately [removed: 3.3%] [added: $62.0 million] and [removed: 2.8%] [added: $84.7 million] of our consolidated [removed: net revenues and 7.2% and 5.0% of our net] income [added: before income taxes] for [removed: the] years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

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

Revenues, net, Net Income and Net Income Per Diluted Share. Set forth below are revenues, net, net income and net income per diluted share for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] (in millions, except per share amounts).

| | | | | | | [added: 2023 | | | | | | | | | | | |] 2022 | | | | | | [added: | | | | | |] 2021 | | | | | | [added: | | |]

| Revenues, net | | | | | | $ | [removed: 3,427] [added: 3,758] | | | | | $ | [removed: 2,834] [added: 3,427] | | | | |

| Net income | | | | | | $ | [removed: 954] [added: 982] | | | | | $ | [removed: 839] [added: 954] | | | | |

| Net income per diluted share | | | | | | $ | [removed: 12.42] [added: 13.20] | | | | | $ | [removed: 9.99] [added: 12.42] | | | | |

Adjusted Net [removed: Income and] [added: Income,] Adjusted Net Income Per Diluted [removed: Share.] [added: Share, EBITDA and EBITDA margin.] Set forth below are adjusted net [removed: income and] [added: income,] adjusted net income per diluted [removed: share] [added: share, EBITDA and EBITDA margin] for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] (in millions, except per share amounts).

| Adjusted net income | | | | | | $ | [removed: 1,237] [added: 1,259] | | | | | $ | [removed: 1,110] [added: 1,237] | | | | |

| Adjusted net income per diluted share | | | | | | $ | [removed: 16.10] [added: 16.92] | | | | | $ | [removed: 13.21] [added: 16.10] | | | | |

Adjusted net [removed: income and] [added: income,] adjusted net income per diluted [removed: share] [added: share, EBITDA and EBITDA margin] are supplemental non-GAAP financial measures of operating performance.

We use adjusted net [removed: income and] [added: income,] adjusted net income per diluted [removed: share] [added: share, EBITDA and EBITDA margin] to eliminate the effect of items that we do not consider indicative of our core operating performance on a consistent basis.

FLEETCOR offers a variety of [removed: business] payment solutions that help to simplify, automate, secure, digitize and effectively control the way businesses [added: and consumers] manage and pay their expenses.

We provide our payment solutions to our business, merchant, consumer and payment network customers in more than [removed: 165] [added: 150] countries around the world today, although we operate primarily in three geographies, with approximately [removed: 85%] [added: 83%] of our business in the U.S., Brazil, and the U.K. Our customers may include commercial businesses (obtained through direct and indirect channels) and partners for whom we manage payment programs, as well as individual consumers.

In the [removed: second] [added: fourth] quarter of [removed: 2022,] [added: 2023,] in order to align with recent changes in [removed: the] [added: our strategy and resulting] organizational structure and management reporting, [removed: the Company] [added: we] updated [removed: its] [added: our] segment structure.

The presentation of segment information has been recast for the prior years to align with this segment presentation for [removed: 2022.][added: 2023.]

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

In this report, we refer to this net revenue as [removed: “revenue".][added: “revenue" or "revenues, net".]

Revenues, net, by Segment. [removed: For] [added: Revenues, net by segment for] the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] our segments generated the following revenues, net (in millions):

| | | | | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

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

| Corporate Payments | | | | | | [removed: 772.4] [added: 210.3] | | | | | | [removed: 23] | | [removed: %] | | | | [removed: 600.0] | | | | | | [removed: 21] | | [removed: %] | [added: | | | | | | | | | | | |]

| Lodging [added: Payments] | | | | | | [added: 520.2 | | | | | | 14 | | % | | | |] 456.5 | | | | | | 13 | | % | | | | 309.6 | | | | | | 11 | | % |

| Brazil | | | | | | [removed: 442.2] [added: 525.1] | | | | | | [removed: 13] [added: 14] | | % | | | | [removed: 368.1] [added: 442.2] | | | | | | 13 | | % | [added: | | | | | | | | |]

| Other | | | | | | [added: 250.9 | | | | | | 7 | | % | | | |] 251.0 | | | | | | 7 | | % | | | | 235.9 | | | | | | 8 | | % |

| Consolidated revenues, net | | | | | | $ | [added: 3,757.7 | | | | | 100 | | % | | | | $ |] 3,427.1 | | | | | 100 | | % | | | | $ | 2,833.7 | | | | | 100 | | % |

Other includes our Gift and Payroll card [removed: businesses.][added: operating segments.]

Revenues, net, by [removed: Geography and Solution.] [added: Geography] Revenues, net by geography [removed: and solution category] for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] were as follows (in millions):

FLEETCOR's suite of modern payment solutions help customers better manage vehicle-related expenses (e.g. fueling, tolls and parking), lodging expenses (e.g. hotel bookings) and corporate payments (e.g. domestic and international vendors).

This results in our customers saving time and ultimately spending less.

We expect to rebrand FLEETCOR to Corpay, Inc. in March 2024, including changing our New York Stock Exchange ticker from FLT to CPAY.

We recently exited the Russia market via the disposition of our Russia business, which closed in the third quarter of 2023 (see "Russia Disposition" section below), and we do not have material operations in Israel or Gaza.

We are actively monitoring the situations and assessing the impact on our business.

Russia Disposition

During the second quarter of 2023, we signed definitive documents to sell our Russia business to a third party.

At June 30, 2023, we concluded that the sale was not considered probable due to continued uncertainty regarding regulatory approvals and ongoing discussions regarding the nature and timing of deal completion.

As such, the assets and liabilities associated with our Russian business were not classified as held for sale prior to the completion of the transaction.

The Russia business was historically reported within our Vehicle Payments segment and did not meet the criteria to be presented as discontinued operations.

We completed the sale of our Russia business on August 15, 2023.

The sale included the entirety of our operations in Russia and resulted in a complete exit from the Russia market.

We received total proceeds, net of cash disposed and net of a $5.6 million foreign exchange loss upon conversion of the ruble-denominated proceeds to U.S. dollars, of $197.0 million, which have been recorded within investing activities in the accompanying Consolidated Statements of Cash Flows.

In connection with the sale, we recorded a net gain on disposal of $13.7 million during the year ended December 31, 2023, which represents the proceeds received less the derecognition of the related net assets, the reclassification of accumulated foreign currency translation losses, and the foreign exchange loss upon conversion of the ruble-denominated proceeds to U.S. dollars.

The net gain is included within other (income) expense, net in the accompanying Consolidated Statements of Income.

Results

| | | | | | | 2023 | | | | | | 2022 | | | | | |

| EBITDA | | | | | | $ | 1,994 | | | | | $ | 1,769 | | | | |

| EBITDA margin | | | | | | 53.1 | | % | | | | 51.6 | | % | | | |

These non-GAAP measures are presented solely to permit investors to more fully understand how our management assesses underlying performance and are not, and should not be viewed as, a substitute for GAAP measures, and should be viewed in conjunction with our GAAP financial measures.

We report information about our operating segments in accordance with the authoritative guidance related to segments.

We manage and report our operating results through the following three reportable segments: Vehicle Payments, Corporate Payments and Lodging Payments.

The remaining results are included within Other, which includes our Gift and Payroll Card businesses.

| Vehicle Payments | | | | | | $ | 2,005.5 | | | | | 53 | | % | | | | $ | 1,950.0 | | | | | 57 | | % | | | | $ | 1,690.0 | | | | | 60 | | % |

| Corporate Payments | | | | | | 981.1 | | | | | | 26 | | % | | | | 769.6 | | | | | | 22 | | % | | | | 598.2 | | | | | | 21 | | % |

Our cross-border payments business also derives revenue from our risk management business, which aggregates foreign currency exposures arising from customer contracts and economically hedges the resulting net currency risks by entering into offsetting contracts with established financial institution counterparties.

The remaining revenues represent our Gift and Payroll card businesses, referred to as Other.

In these businesses, we primarily earn revenue from the processing of transactions.

| | | | | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | | | | | | | | | | |

| VEHICLE PAYMENTS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| '\- Revenues, net | | | | | | $2,005.5 | | | | | | $1,950.0 | | | | | | $55.5 | | | | | | 3% | | | | | | $2,037.5 | | | | | | $1,913.8 | | | | | | $123.8 | | | | | | 6% | | |

| '\- Transactions | | | | | | 648.6 | | | | | | 594.7 | | | | | | 53.9 | | | | | | 9% | | | | | | 648.6 | | | | | | 629.3 | | | | | | 19.3 | | | | | | 3% | | |

| '\- Revenues, net per transaction | | | | | | $3.09 | | | | | | $3.28 | | | | | | $(0.19) | | | | | | (6)% | | | | | | $3.14 | | | | | | $3.04 | | | | | | $0.10 | | | | | | 3% | | |

| '\- Tag transactions3 | | | | | | 79.6 | | | | | | 74.4 | | | | | | 5.2 | | | | | | 7% | | | | | | 79.6 | | | | | | 74.4 | | | | | | 5.2 | | | | | | 7% | | |

| '\- Parking transactions | | | | | | 68.0 | | | | | | — | | | | | | 68.0 | | | | | | 100% | | | | | | 68.0 | | | | | | 59.1 | | | | | | 8.9 | | | | | | 15% | | |

| '\- Fleet transactions | | | | | | 477.4 | | | | | | 501.1 | | | | | | (23.8) | | | | | | (5)% | | | | | | 477.4 | | | | | | 476.7 | | | | | | 0.7 | | | | | | —% | | |

| '\- Other transactions | | | | | | 23.7 | | | | | | 19.2 | | | | | | 4.5 | | | | | | 24% | | | | | | 23.7 | | | | | | 19.2 | | | | | | 4.5 | | | | | | 24% | | |

| '\- Revenues, net | | | | | | $981.1 | | | | | | $769.6 | | | | | | $211.6 | | | | | | 27% | | | | | | $987.4 | | | | | | $829.6 | | | | | | $157.8 | | | | | | 19% | | |

| '\- Spend volume | | | | | | $145,571 | | | | | | $116,827 | | | | | | $28,743 | | | | | | 25% | | | | | | $145,571 | | | | | | $126,076 | | | | | | $19,494 | | | | | | 15% | | |

| '\- Revenues, net per spend $ | | | | | | 0.67% | | | | | | 0.66% | | | | | | 0.02% | | | | | | 2% | | | | | | 0.68% | | | | | | 0.66% | | | | | | 0.02% | | | | | | 3% | | |

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

The extent to which the COVID-19 pandemic continues to impact our business operations, financial results, and liquidity through the remainder of 2023 will depend on numerous evolving factors that we may not be able to accurately predict or assess, including the continued duration and scope of the pandemic and the geographies most affected; the transmissibility and severity of new variants of the virus; vaccine availability globally, distribution, efficacy to new strains of the virus, the effectiveness of vaccines and treatments over the long term and against new variants, and the public's willingness to get vaccinated, potential disruptions impacting our suppliers and vendors resulting, directly or indirectly, from new outbreaks of COVID-19, vaccine mandates and/or vaccine hesitancy; the negative impact the COVID-19 pandemic has on global and regional economies and general economic activity, including the duration and magnitude of its impact on unemployment rates and business spending levels; its short- and longer-term impact on the levels of consumer confidence; the effectiveness of actions that governments, businesses and individuals, including FLEETCOR, take in response to the pandemic; the inflationary impact of actions taken in connection with government and business responses to the COVID-19 pandemic; and how quickly economies recover after any new or continuing outbreak of COVID-19 subsides.

Impact of Russia's Invasion of Ukraine on Our Business

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

the demand for our products and our global business.

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

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

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

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

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

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

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

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

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

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

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

Our Russian business is part of our Fleet segment.

Performance

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

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 simplify and automate vendor payments and are designed to help businesses streamline the back-office operations associated with making outgoing payments.

Companies save time, cut costs, and manage B2B payment processing more efficiently with our suite of corporate payment solutions, including AP automation, virtual cards, cross-border, and purchasing and T&E cards.

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

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

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

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

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

*Columns may not calculate due to rounding.

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

| Brazil | | | | | | 442.2 | | | | | | 13 | | % | | | | 368.1 | | | | | | 13 | | % | | | | | | | | | |

| Fuel | | | | | | $ | 1,378.3 | | | | | 40 | | % | | | | $ | 1,180.1 | | | | | 42 | | % |

| Tolls | | | | | | 362.2 | | | | | | 11 | | % | | | | 306.0 | | | | | | 11 | | % |

| Gift | | | | | | 194.5 | | | | | | 6 | | % | | | | 179.5 | | | | | | 6 | | % |

| Other | | | | | | 263.2 | | | | | | 8 | | % | | | | 258.5 | | | | | | 9 | | % |

In our Corporate Payments solutions, the primary measure of volume is spend, the dollar amount of payments processed on behalf of customers through our various networks.

In our Tolls solution, the relevant measure of volume is average monthly tags active during the period.

We primarily earn revenue from fixed fees for access to the network and ancillary services provided.

We also earn interchange on certain non-toll products.

Revenues from our international businesses were [removed: 38.9%] [added: 43.2%] and [removed: 37.0%] [added: 38.9%] of total revenues for the years ended December 31, [removed: 2022,] [added: 2023,] and [removed: 2021,] [added: 2022,] respectively.

Such analysis indicated that a hypothetical 10% change in foreign currency exchange rates would have increased or decreased consolidated operating income during the year ended December 31, [removed: 2022] [added: 2023] by approximately [removed: $68.4] [added: $86.0] million had the U.S. dollar exchange rate increased or decreased relative to the currencies to which we had exposure.

Similarly, the analysis for the prior year indicated that a hypothetical 10% change in currency exchange rates would have increased or decreased consolidated operating income for the years ended December 31, [removed: 2021] [added: 2022] by approximately [removed: $48.0] [added: $68.4] million had the U.S. dollar exchange rate increased or decreased relative to the currencies to which we had exposure.

As of December 31, [removed: 2022,] [added: 2023,] and [removed: 2021,] [added: 2022,] we had [removed: $5.8] [added: $5.4] billion and [removed: $4.9] [added: $5.7] billion, respectively, of variable rate debt outstanding under our Credit Agreement.

Based on the amounts and mix of our fixed and floating rate debt (exclusive of our Securitization [removed: Facility)] [added: Facility but inclusive of the aforementioned interest rate swaps)] at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] if market interest rates had increased or decreased an average of 100 basis points, our interest expense for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] would have changed by approximately [removed: $43] [added: $14] million and [removed: $29] [added: $43] million, respectively.

The fuel price that we charge to our customer is dependent on several factors including, among others, the fuel price [removed: paid to the fuel merchant, posted retail fuel prices and competitive fuel prices.]

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

As of December 31, 2023, we had a number of receive-variable SOFR, pay-fixed interest rate swap derivative contracts with a cumulative notional U.S. dollar value of $4.0 billion.

The objective of these contracts is to reduce the variability of cash flows in the previously unhedged interest payments associated with variable rate debt, the sole source of which is due to changes in SOFR benchmark interest rate.

paid to the fuel merchant, posted retail fuel prices and competitive fuel prices.

In January 2019, we entered into three interest rate swap cash flow contracts with U.S. dollar notional amounts of $1 billion with a fixed rate of 2.56%, $500 million with a fixed rate of 2.56%, and $500 million with a fixed rate of 2.55% maturing on January 31, 2022, January 31, 2023 and December 19, 2023, respectively.

For each of these swap contracts, we receive one month LIBOR.

We experience fuel price spread contraction

FLEETCOR is a [removed: leading] global [removed: business] payments company that helps businesses [removed: spend less by enabling them to] [added: and consumers] better [removed: manage] [added: manager] their [removed: expense-related purchasing and vendor payments processes.][added: expenses.]

From physical payment cards to software that includes customizable controls and robust payment capabilities, we provide [removed: businesses] [added: our customers] with a better way to pay.

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

In many instances, [removed: they] [added: businesses] lack the proper tools to monitor what is being purchased, and employ manual, paper-based, disparate processes and methods to both approve and make payments for their [added: business-to-business] purchases.

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

- similar [removed: business-to-business (B2B)] selling systems with common sales approaches, management and reporting;

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

With a long, proven operating history, FLEETCOR now serves hundreds of thousands of [removed: business] customers with millions of cardholders making payments to millions of vendors around the world.

FLEETCOR has the following reportable segments: [removed: Fleet,] [added: Vehicle Payments,] Corporate Payments, [removed: Lodging, Brazil] [added: Lodging Payments] and Other.

We report these segments as they reflect how we organize and manage our global employee base, manage operating performance, [added: execute on strategic initiatives] and contemplate the differing regulatory environments across geographies and solutions.

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

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

Our [added: digital enabled] solutions provide customers with significant control capabilities [removed: including:] [added: such as,] customizable user-level controls, programmable alerts, and detailed transaction [removed: reporting, among][added: reporting.]

[removed: Our] [added: Furthermore, our business] customers can use the data, controls and tools to combat employee misuse and fraud, streamline expense administration and potentially lower their operating [removed: costs.][added: costs, accessible through sophisticated web portals and mobile applications.]

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

In our proprietary networks, which tend to be geographically [removed: distinct,] [added: distinct and unique to the markets we serve,] 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.

Mastercard and VISA are our primary third-party network [removed: partners in North America and Europe, respectively.][added: partners.]

We offer [removed: Fuel] [added: fuel] solutions to businesses and government entities who operate vehicle [removed: fleets.][added: fleets, as well as to consumers primarily in Brazil, Mexico and Europe.]

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

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

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

[removed: Lodging][added: Lodging Payments]

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

We utilize both proprietary and third-party networks where we provide access to deeply discounted hotel rooms with [added: streamlined travel management programs, providing] enhanced controls and reporting, [removed: and] audit and tax management services.

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

[removed: The] [added: Airlines –The] integration of our processing systems with airline logistics and crew management systems enables us to deliver [added: incremental] enhanced services to the [added: airline] travel [removed: industry vertical.][added: industry.]

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

Our [removed: Tolls] [added: tolls] solution [added: primarily] operates on our proprietary Sem PararTM network, which processes transactions for more than [removed: 6.3] [added: 6.7] million tagholders on 100% of the toll roads that accept RFID across Brazil.

Our tags may also be used at approximately [removed: 5,700] [added: 6,400] participating merchant locations to purchase goods and services while in the vehicle, such as parking, fuel, car washes, and meals at drive-through restaurants.

[removed: At merchant locations, payment via electronic] tags is faster, safer and more secure for customers, which in turn increases loyalty and throughput for merchants and eliminates the handling of cash.

[removed: *Fleet Maintenance* – We provide a vehicle maintenance service solution that helps fleet customers to manage their vehicle maintenance, service, and repair needs in the U.K.] This solution is provided through our proprietary maintenance and repair network, [removed: which] [added: which, in the U.K.,] processes transactions for fleet customers at over [removed: 9,200 service centers across the U.K. We also offer compliance] [added: 9,000] service [removed: to the U.K.’s heavy goods (truck) operators, workshops and drivers.][added: centers.]

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

[removed: *Benefits*] [added: Benefits] – In Mexico and Brazil, we offer prepaid food vouchers or cards that may be used as a form of payment in restaurants and grocery stores.

By automating the process of paying vendors, businesses of all sizes can reduce the time, costs and fraud risks associated with their payment processes, and focus [removed: more] on operating their businesses.

Our ERP integrations, [removed: application programming interface (API)] [added: API] capabilities, strategic vendor enrollment, and transaction management tools enable us to optimize our customers’ electronic payables programs.

Our Virtual Card [added: solution] operates solely on the Mastercard network.

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

This solution [removed: is often] [added: may be] sold in conjunction with our AP Automation and Virtual Card solutions.

Our customers rely on us to deliver personalized service and customer [removed: solutions, with a heavy focus on technology.][added: solutions.]

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

FLEETCOR's suite of modern payment solutions help customers better manage vehicle-related expenses (e.g. fueling, tolls and parking), lodging expenses (e.g. hotel bookings) and corporate payments (e.g. domestic and international vendors).

This results in our customers saving time and ultimately spending less.

We expect to rebrand FLEETCOR to Corpay, Inc. in March 2024, including changing our New York Stock Exchange ticker from FLT to CPAY.

Our Lodging Payments solutions help businesses manage their lodging costs, while simplifying the management offerings from hotels, to longer term housing arrangements, while also providing traveler and end customer support.

Vehicle Payments

Our Vehicle Payments solutions are purpose-built to enable our customers to pay for vehicle related expenses.

For our consumer customers, our Vehicle Payment solutions provide seamless, mobile first digital experience when paying for certain vehicle related expenses, removing the friction associated with alternative payment methods and having to use multiple service providers.

Fuel – Our fuel solutions are used by customers to pay and control spending for fuel for vehicles and fleets, Our fuel solutions are fuel type agnostic, regardless of fuel type (fossil fuel, electricity, etc.).

In many cases we can also deliver fuel price savings to our business customers when compared to the retail (board) price of fuel, and in Europe especially, we also enable fleets to significantly streamline the VAT reclaim process by digitizing and itemizing fuel receipts in a way that is compliant with tax authority requirements.

We have also enhanced our customer platforms and reporting capabilities to ensure a fully integrated mixed fleet experience for our customers, so they can capture and review all the relevant fleet insights in one place, eliminating the need to select alternative providers for different fuel types or manage disparate systems.

Our proprietary EV networks in the U.K. and western Europe, combined with our Mastercard network in the U.S., offer access to hundreds of thousands of charge points and the management of at-home charging, while also delivering additional value-added services through a mobile app, including the ability to locate and route to a charge-point, charge-point speed, functionality and whether in use.

Our EV home-charging software solution is aimed at fleets that need to accurately reimburse drivers for charging that takes place at home for business purposes, capturing, measuring and accurately pricing relevant charging sessions and is directly integrated with energy companies to facilitate direct payment, thus bypassing the home energy account.

On the EV side, we also provide similar modular solutions to original equipment manufacturers (OEMs) who wish to distribute on-road EV charging solutions to consumers buying an EV.

We would typically either white-label our charging app or integrate directly via application programming interface (API) with vehicle OEMs to deliver access to our products.

Our vehicle OEM partners include Renault, Nissan, Polestar and Jaguar-Land Rover.

At merchant locations, payment via electronic

Parking – Our parking app for mobile devices allows millions of consumers and fleets to pay for parking in seconds, replacing the use of coins or cash for parking.

Our solution also allows business fleets the ability to manage their vehicles from anywhere, add and remove authorized drivers and pay in a secured and approved modality.

Given the high frequency nature of use and the millions of monthly active users on the app, parking lends itself well to further extension into the other services we offer, namely EV charging, maintenance and fueling, amongst others.

Our parking solutions are available in the U.S., Canada, Europe, the U.K. and Brazil.

Fleet Maintenance – We provide a SaaS-based vehicle lifecycle management solution that helps major leasing companies, as well as fleet operators of all sizes, to predominately manage their vehicle maintenance, service, and repair needs primarily in the U.K., but also in France, Denmark, Ireland and Australia.

The same platform also provides leasing companies with the capability to manage the re-marketing of leased vehicles and any ad-hoc vehicle rental needs.

In addition, we offer compliance service to the U.K.’s heavy goods (truck) operators, workshops and drivers.

Finally, we are increasingly extending the platform for use in the small fleet and B2B2C space, enabling consumers to access our proprietary maintenance network at advantaged economics to them.

Our Lodging Payments solutions help businesses manage and control their lodging costs while simplifying the management offerings from hotels or longer term housing arrangements and also providing traveler and end customer support.

We serve lodging customers through three primary verticals: workforce, airlines and insurance.

Workforce – Our Workforce Lodging solutions provide a comprehensive solution for business travel programs of any size and business profile, with the ability to scale to the needs of the customer.

Our solution allows customers to find and book lodging in minutes online, via app, directly with the hotel or by calling us.

We provide full-service lodging management for project-based travelers and long-term stay programs.

Our solution provides customers options, controls and insights they need to streamline their corporate lodging program and optimize their investment in travel.

We offer end-to-end automation of the crew layover process, providing cost-saving hotel and transport bookings.

We also have a proactive disruption system managing flight rebookings, hotels, meals, compensation, and transportation for distressed passengers, which delivers a notification directly to the affected passenger to self-service based on their individual requirements.

With an all-in-one platform, airlines can access automated web-based billing and continual transaction auditing that's tied to their operational data to increase billing accuracy.

Insurance – We provide temporary housing solutions for displaced policyholders of insurance carriers and catastrophe teams, serving at the request and approval of the insurance adjuster, delivering a seamless housing experience.

We partner with claims adjusters to determine the best housing solution for policyholders, including extended stay hotels and long-term housing, providing policyholders a mobile app to manage their temporary housing and receipts.

Our solution operates on the Mastercard payment network and the Allpoint ATM network.

Our parking solutions compete with similar offerings such as ParkMobile, ParkHub, Parking BOXX and FLASH.

Also, see Item 1C Cybersecurity for further discussion of the Company's risk management strategy and governance.

Recently, a number of state legislatures have adopted all or parts of a new money transmission and sales of payment instruments model law, the Money Transmission Modernization Act.

State laws regarding money transmission and sales of payment instruments requirements may continue to change in the future.

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.

Vehicle and Mobility Solutions

others.

Fuel

Our solutions are fuel type agnostic.

We utilize both proprietary and third-party networks to deliver our Fuel solutions.

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

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

Tolls

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

Additional Solutions

Gift

Payroll Card

We are subject to cyber attacks and information theft risks in our operations, which we seek to manage through cyber and information security programs, training, and insurance coverage.

To strengthen our security and cyber defenses, we maintain a defensive in-depth approach to cyber and information security to defend our systems against misuse, intrusions, and cyberattacks and to protect the data we collect.

Further, we work with information security and forensics firms and employ advanced technologies to help prevent, investigate and address issues relating to processing system security and availability.

We also collaborate with third parties, regulators, and law enforcement, when appropriate, to resolve security incidents and assist in efforts to prevent unauthorized access to our processing systems.

commercial card.

A breach

Our values,

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

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

Reports on Form 8-K.

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

The complaint alleges the Company and [added: Ron] Clarke violated the FTC Act’s prohibitions on unfair and deceptive acts and practices.

Following mediation, both parties [removed: have] filed proposed orders with the Court.

The Company has incurred and continues to incur legal and other fees related to this [added: FTC] complaint.

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 [removed: are in the stages of the proceedings where key factual and legal issues have not been resolved.]

On June 8, 2023, the Court issued an Order for Permanent Injunction and Other Relief.

The Company filed its notice of appeal to the United States Court of Appeals for the Eleventh Circuit on August 3, 2023.

On August 17, 2023, the FTC Commission ordered that the stay of the parallel Section 5 administration action will remain in place during the pendency of the Eleventh Circuit appeal.

are in the stages of the proceedings where key factual and legal issues have not been resolved.

For the Fiscal Year Ended December 31, [removed: 2022][added: 2023]

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $15,492,832,955] [added: $18,017,911,567] as of June 30, [removed: 2022,] [added: 2023,] the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing sale price as reported on the New York Stock Exchange.

As of February 17, [removed: 2023,] [added: 2024,] there were [removed: 73,491,592] [added: 71,853,599] shares of common stock outstanding.

Portions of the registrant’s definitive Proxy Statement to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held on June [removed: 9, 2023] [added: 6, 2024] are incorporated by reference into Part III of this report.

For The Year Ended December 31, [removed: 2022][added: 2023]

| Item 1. | | | [removed: [Business](#i4e09481f8f4a4a0e8091df3b10f5cda3_13)] [added: [Business](#i8f5174e18a84453e86a7ae640d3d9ca6_13)] | | | [removed: [4](#i4e09481f8f4a4a0e8091df3b10f5cda3_13)] [added: [5](#i8f5174e18a84453e86a7ae640d3d9ca6_13)] | | |

| Item X. | | | [Executive Officers of the [removed: Registrant](#i4e09481f8f4a4a0e8091df3b10f5cda3_16)] [added: Registrant](#i8f5174e18a84453e86a7ae640d3d9ca6_16)] | | | [removed: [15](#i4e09481f8f4a4a0e8091df3b10f5cda3_16)] [added: [16](#i8f5174e18a84453e86a7ae640d3d9ca6_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i4e09481f8f4a4a0e8091df3b10f5cda3_19)] [added: Factors](#i8f5174e18a84453e86a7ae640d3d9ca6_19)] | | | [removed: [16](#i4e09481f8f4a4a0e8091df3b10f5cda3_19)] [added: [17](#i8f5174e18a84453e86a7ae640d3d9ca6_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i4e09481f8f4a4a0e8091df3b10f5cda3_22)] [added: Comments](#i8f5174e18a84453e86a7ae640d3d9ca6_22)] | | | [removed: [29](#i4e09481f8f4a4a0e8091df3b10f5cda3_22)] [added: [30](#i8f5174e18a84453e86a7ae640d3d9ca6_22)] | | |

| Item 2. | | | [removed: [Properties](#i4e09481f8f4a4a0e8091df3b10f5cda3_25)] [added: [Properties](#i8f5174e18a84453e86a7ae640d3d9ca6_25)] | | | [removed: [29](#i4e09481f8f4a4a0e8091df3b10f5cda3_25)] [added: [32](#i8f5174e18a84453e86a7ae640d3d9ca6_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i4e09481f8f4a4a0e8091df3b10f5cda3_28)] [added: Proceedings](#i8f5174e18a84453e86a7ae640d3d9ca6_28)] | | | [removed: [30](#i4e09481f8f4a4a0e8091df3b10f5cda3_28)] [added: [33](#i8f5174e18a84453e86a7ae640d3d9ca6_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i4e09481f8f4a4a0e8091df3b10f5cda3_31)] [added: Disclosures](#i8f5174e18a84453e86a7ae640d3d9ca6_31)] | | | [removed: [31](#i4e09481f8f4a4a0e8091df3b10f5cda3_31)] [added: [34](#i8f5174e18a84453e86a7ae640d3d9ca6_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i4e09481f8f4a4a0e8091df3b10f5cda3_37)] [added: Securities](#i8f5174e18a84453e86a7ae640d3d9ca6_37)] | | | [removed: [32](#i4e09481f8f4a4a0e8091df3b10f5cda3_37)] [added: [35](#i8f5174e18a84453e86a7ae640d3d9ca6_37)] | | |

| Item 6. | | | [Selected Financial [removed: Data](#i4e09481f8f4a4a0e8091df3b10f5cda3_40)] [added: Data](#i8f5174e18a84453e86a7ae640d3d9ca6_40)] | | | [removed: [33](#i4e09481f8f4a4a0e8091df3b10f5cda3_40)] [added: [36](#i8f5174e18a84453e86a7ae640d3d9ca6_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i4e09481f8f4a4a0e8091df3b10f5cda3_43)] [added: Operations](#i8f5174e18a84453e86a7ae640d3d9ca6_43)] | | | [removed: [34](#i4e09481f8f4a4a0e8091df3b10f5cda3_43)] [added: [37](#i8f5174e18a84453e86a7ae640d3d9ca6_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i4e09481f8f4a4a0e8091df3b10f5cda3_46)] [added: Risk](#i8f5174e18a84453e86a7ae640d3d9ca6_46)] | | | [removed: [54](#i4e09481f8f4a4a0e8091df3b10f5cda3_46)] [added: [56](#i8f5174e18a84453e86a7ae640d3d9ca6_46)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i4e09481f8f4a4a0e8091df3b10f5cda3_49)] [added: Data](#i8f5174e18a84453e86a7ae640d3d9ca6_49)] | | | [removed: [56](#i4e09481f8f4a4a0e8091df3b10f5cda3_49)] [added: [58](#i8f5174e18a84453e86a7ae640d3d9ca6_49)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i4e09481f8f4a4a0e8091df3b10f5cda3_133)] [added: Disclosure](#i8f5174e18a84453e86a7ae640d3d9ca6_130)] | | | [removed: [97](#i4e09481f8f4a4a0e8091df3b10f5cda3_133)] [added: [105](#i8f5174e18a84453e86a7ae640d3d9ca6_130)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i4e09481f8f4a4a0e8091df3b10f5cda3_136)] [added: Procedures](#i8f5174e18a84453e86a7ae640d3d9ca6_133)] | | | [removed: [97](#i4e09481f8f4a4a0e8091df3b10f5cda3_136)] [added: [105](#i8f5174e18a84453e86a7ae640d3d9ca6_133)] | | |

| Item 9B. | | | [Other [removed: Information](#i4e09481f8f4a4a0e8091df3b10f5cda3_139)] [added: Information](#i8f5174e18a84453e86a7ae640d3d9ca6_136)] | | | [removed: [99](#i4e09481f8f4a4a0e8091df3b10f5cda3_139)] [added: [109](#i8f5174e18a84453e86a7ae640d3d9ca6_136)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i4e09481f8f4a4a0e8091df3b10f5cda3_142)] [added: Inspections](#i8f5174e18a84453e86a7ae640d3d9ca6_139)] | | | [removed: [99](#i4e09481f8f4a4a0e8091df3b10f5cda3_142)] [added: [109](#i8f5174e18a84453e86a7ae640d3d9ca6_139)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i4e09481f8f4a4a0e8091df3b10f5cda3_148)] [added: Governance](#i8f5174e18a84453e86a7ae640d3d9ca6_145)] | | | [removed: [100](#i4e09481f8f4a4a0e8091df3b10f5cda3_148)] [added: [110](#i8f5174e18a84453e86a7ae640d3d9ca6_145)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i4e09481f8f4a4a0e8091df3b10f5cda3_151)] [added: Compensation](#i8f5174e18a84453e86a7ae640d3d9ca6_148)] | | | [removed: [100](#i4e09481f8f4a4a0e8091df3b10f5cda3_151)] [added: [110](#i8f5174e18a84453e86a7ae640d3d9ca6_148)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i4e09481f8f4a4a0e8091df3b10f5cda3_154)] [added: Matters](#i8f5174e18a84453e86a7ae640d3d9ca6_151)] | | | [removed: [100](#i4e09481f8f4a4a0e8091df3b10f5cda3_154)] [added: [110](#i8f5174e18a84453e86a7ae640d3d9ca6_151)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i4e09481f8f4a4a0e8091df3b10f5cda3_157)] [added: Independence](#i8f5174e18a84453e86a7ae640d3d9ca6_154)] | | | [removed: [100](#i4e09481f8f4a4a0e8091df3b10f5cda3_157)] [added: [110](#i8f5174e18a84453e86a7ae640d3d9ca6_154)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i4e09481f8f4a4a0e8091df3b10f5cda3_160)] [added: Services](#i8f5174e18a84453e86a7ae640d3d9ca6_157)] | | | [removed: [100](#i4e09481f8f4a4a0e8091df3b10f5cda3_160)] [added: [110](#i8f5174e18a84453e86a7ae640d3d9ca6_157)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i4e09481f8f4a4a0e8091df3b10f5cda3_166)] [added: Schedules](#i8f5174e18a84453e86a7ae640d3d9ca6_163)] | | | [removed: [101](#i4e09481f8f4a4a0e8091df3b10f5cda3_166)] [added: [111](#i8f5174e18a84453e86a7ae640d3d9ca6_163)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i4e09481f8f4a4a0e8091df3b10f5cda3_169)] [added: Summary](#i8f5174e18a84453e86a7ae640d3d9ca6_166)] | | | [removed: [106](#i4e09481f8f4a4a0e8091df3b10f5cda3_169)] [added: [116](#i8f5174e18a84453e86a7ae640d3d9ca6_166)] | | |

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

- our ability to attract new and retain existing partners, [removed: fuel] merchants, and [removed: lodging] providers, their promotion and support of our products, and their financial performance;

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

- the risks of mergers, acquisitions and divestitures, including, without limitation, the related time and costs of implementing such transactions, integrating operations as part of these transactions and possible failures to achieve expected gains, revenue growth and/or expense savings from such transactions; [removed: and]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| Item 1C. | | | [Cybersecurity](#i8f5174e18a84453e86a7ae640d3d9ca6_1747) | | | [31](#i8f5174e18a84453e86a7ae640d3d9ca6_1747) | | |

| | | | [Signatures](#i8f5174e18a84453e86a7ae640d3d9ca6_169) | | | [117](#i8f5174e18a84453e86a7ae640d3d9ca6_169) | | |

- the impact of international conflicts, including between Russia and Ukraine, as well as within the Middle East, on the global economy or our business and operations;

- our ability to remediate material weaknesses and the ongoing effectiveness of internal control over financial reporting;

- our restatement of prior quarterly financial statements may affect investor confidence and raise reputational issues and may subject us to additional risks and uncertainties, including increased professional costs and the increased possibility of legal proceedings and regulatory inquiries; and

EXPLANATORY NOTE

This Annual Report on Form 10-K for the year ended December 31, 2023 (“Form 10-K”) includes the restatement of our unaudited condensed consolidated financial statements for the quarterly periods ended March 31, 2023, June 30, 2023 and September 30, 2023 (the “Restated Periods”).

The Audit Committee of the Company’s Board of Directors, in consultation with the Company's management, concluded that the Company’s previously issued condensed consolidated financial statements and related disclosures for the Restated Periods should no longer be relied upon related to the specific errors contained in such interim financial statements.

As disclosed in Note 20 to the Consolidated Financial Statements included in this Form 10-K, we are restating the Restated Periods to correct errors pertaining only to our balance sheets (and the related effects on the statements of cash flows) related to (1) the recognition of certain cash balances as restricted cash and customer deposits held in custodial accounts for the benefit of (FBO) customers entered into in the first quarter of 2023 based on the Company's determination that it exercises control over such funds and (2) a correction to the Company's accounts receivable and accounts payable balances related to an incorrect classification of certain unbilled accounts receivable balances.

As disclosed in Item 9A, as of December 31, 2023, management has determined that the Company did not maintain effective internal control over financial reporting due to the existence of certain material weaknesses.

Management also concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2023 due to the existence of the material weaknesses.

For additional information, see Item 9A of this Form 10-K.

We have not filed and do not intend to file amendments to our Quarterly Reports on Form 10-Q for the Restated Periods.

2023 comparative amounts presented in our 2024 Quarterly Reports on Form 10-Q will be changed retrospectively to reflect the restatement.

Accordingly, investors should rely only on the financial information and other disclosures regarding the Restated Periods in this Form 10-K or in future filings with the SEC (as applicable), and not on any previously issued or filed reports, earnings releases or similar communications relating to the Restated Periods.

The impact of the restatement on the Restated Periods is described in Note 20 to our audited financial statements included in this Form 10-K.

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

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

Risk Management and Strategy

The Company is subject to cyber-attacks and information theft risks in our operations, which we seek to manage through cyber and information security programs, training, and insurance coverage.

To strengthen our security and cyber defenses, we maintain a defensive approach to cyber and information security designed to defend our systems against misuse, intrusions, and cyberattacks and to protect the data we collect.

The Company's processes to assess, identify and manage material risks from cybersecurity threats are strategically integrated into the Company's overall risk management framework, as evidenced by annual risk assessments and required trainings across business lines and applications.

The Company’s information security program maintains procedures and controls for the systems, applications, and data of the Company and of its third-party providers.

The Company has an established cybersecurity training program which is administered through online learning modules and is required for all employees at least annually.

Such trainings cover topics such as password protection, phishing, the protection of confidential information and asset security, among others, and educate employees on mechanisms in place to report cyber-related incidents or suspicions of cybersecurity threats.

Further, the Company maintains a cybersecurity incident response plan, which is managed by the Company's chief information security officer and is reviewed and tested annually.

The incident response process is overseen by a security operations and cybersecurity incident response team comprised of members across the organization, including global management and IT operations and leverages an organizational-wide self-service platform that allows the Company to track, manage and resolve information security risks across the organization.

Our information security program is designed to generally align with recommended practices in security standards issued by ISO, AICPA (SSAE18), National Institute of Standards and Technology Cybersecurity Framework (NIST CSF), Payment Card Industry Data Security Standard (PCI DSS) and other industry sources.

Specifically, we strive to maintain ISO certifications (ISO 27001 Brazil and U.K.), SOC 1 and 2 Type 2 reports and PCI DSS reports on compliance to adhere to industry standard practices.

Our newly acquired businesses maintain separate cybersecurity programs and processes that may differ in scope and complexity from the Company’s overall cybersecurity programs and processes.

As part of our overall risk mitigation strategy, the Company also maintains cyber insurance coverage; however, such insurance may not be sufficient in type or amount to cover us against claims related to security breaches, cyberattacks and other related breaches.

We have not identified any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of our operations, or financial condition.

However, we have been the target of cyber-attacks and expect them to continue as cybersecurity threats have been rapidly evolving in sophistication and becoming more prevalent in the industry.

We cannot eliminate all risks from cybersecurity threats or provide assurances that we have not experienced an undetected cybersecurity incident in the past or that we will not experience such an incident in the future.

For more information on the risks from cybersecurity threats that we face, refer to Part I, “Item 1A.

Risk Factors.”

*Use of Third-Parties*

To regularly assess whether our cybersecurity strategies and processes remain appropriate to prevent, investigate and address cyber-related issues, the Company engages with information security and forensics firms with specialized industry knowledge.

Our collaboration with these third parties includes the administration of third-party security questionnaires, risk assessments and testing, and consultation on security enhancements to attempt to mitigate threats.

We also collaborate with third parties, regulators, and law enforcement, when appropriate, to resolve security incidents and assist in efforts to prevent unauthorized access to our processing systems.

In order to oversee and identify risks from cybersecurity threats associated our use of third-party service providers, we maintain a risk management program designed to help protect against the misuse of information technology.

In addition to risk assessments and questionnaires obtained upon selection of a new service provider, we also perform annual third-party risk assessments to ensure these service providers continue to meet contractual obligations for cybersecurity, regulatory and industry requirements.

Governance

The Board of Directors oversees the Company’s information security and risk management program.

To support effective governance in managing risks related to cybersecurity, the Board has established an information technology and security committee.

*Board of Directors Oversight*

The information technology and security committee is responsible for providing oversight and leadership for our information technology security and cybersecurity, planning processes, policies and objectives.

The information technology and security committee is composed of board members with both industry knowledge as well as expertise in technology and security, finance and risk management.

The primary purpose of the committee is to review, assess and make recommendations regarding the long-term strategy for global information security and the evolution of our technology in a competitive environment.

To accomplish this purpose, the information technology and security committee has five primary responsibilities:

- understanding the security controls and assessments conducted on our major payment platforms and comparing them to industry best practices;

- evaluating strategies to protect our intellectual property;

- assessing opportunities to update our processing platform strategies to ensure the long term use of our resources;

- reviewing progress on significant IT security and cybersecurity projects and evaluating effectiveness of projects; and

- overseeing our disaster recovery and business continuity plans.

*Management's Role*

The Board and the information technology and security committee directed the formation of a cross-functional cybersecurity council at the Company, and receive regular cybersecurity reports from the global CIO, the corporate CIO and the chief information security officer (CISO), among others.

These reports include updates on the Company’s cybersecurity strategy and execution of its processes, including updates on procedures to prepare for, prevent, detect, respond to and recover from (as applicable) cyber incidents.

Our largest offices internationally are located in São Paulo, Brazil; [added: London, United Kingdom;] Prague, Czech Republic; [removed: and] Mexico City, [removed: Mexico.][added: Mexico and Toronto, Canada.]

We lease all of the real property used in our business, except for [added: a portion of] our headquarters in Mexico City, which we own.

As of December 31, [removed: 2022,] [added: 2023,] there were [removed: 426] [added: 454] holders of record of our common stock.

DIVIDENDS AND [removed: SHARE] [added: STOCK] REPURCHASES

We currently expect to retain all future earnings, if any, for use in the [removed: operation and] [added: operation,] expansion of our [removed: business.][added: business and stock repurchases.]

Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements and covenants in our existing financing [removed: arrangements] [added: arrangements,] and any future financing arrangements.

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 [removed: 1, 2024.][added: 4, 2025.]

On January 25, [removed: 2022,] [added: 2024,] the Board [removed: increased the aggregate size of the Program by $1.0 billion,] [added: authorized an increase] to [removed: $6.1 billion, and on October 25, 2022,] the [removed: Board increased the] aggregate size of the Program [removed: again] by $1.0 billion to [removed: $7.1] [added: $8.1] billion.

Since the beginning of the Program through December 31, [removed: 2022, 26,280,908 shares have been] [added: 2023, the Company] repurchased [added: 28,878,862 shares] for an aggregate purchase price of [removed: $5.9] [added: $6.5] billion, leaving the Company up to [removed: $1.2] [added: $1.6] billion of remaining authorization available under the Program for future repurchases [removed: in] [added: of] shares of its common stock.

[removed: There were 6,212,410] [added: The Company repurchased 2,597,954] common shares totaling [removed: $1.4 billion] [added: $687 million] in [removed: 2022; 5,451,556] [added: 2023; 6,212,410] common shares totaling $1.4 billion in [removed: 2021] [added: 2022] and [removed: 3,497,285] [added: 5,451,556] common shares totaling [removed: $940.8 million] [added: $1.4 billion] in [removed: 2020; repurchased under the Program.][added: 2021.]

The following table presents information with respect to purchase of common stock of the Company made during the three months ended December 31, [removed: 2022] [added: 2023] by the Company as defined in Rule 10b-18(a)(3) under the Exchange Act:

| Period | | | | | | Total Number of Shares [removed: Purchased] [added: Purchased1] | | | | | | Average Price Paid Per Share | | | | | | Total Number of Shares Purchased as Part of the Publicly Announced Plan | | | | | | Maximum Value that May Yet be Purchased Under the Publicly Announced Plan (in thousands) | | |

The following graph assumes $100 invested on December [removed: 29, 2017,] [added: 31, 2018,] at the closing price [removed: ($192.43)] [added: ($185.72)] of our common stock on that day, and compares (a) the percentage change of our cumulative total stockholder return on the common stock (as measured by dividing (i) the difference between our share price at the end and the beginning of the period presented by (ii) the share price at the beginning of the periods presented) with (b) (i) the Russell 2000 Index, (ii) the S&P 500® Data Processing & Outsourced Services and (iii) S&P 500.

[removed: ][added: ]

On August 18, 2023, as part of the Program, the Company entered an accelerated share repurchase ("ASR") agreement ("2023 ASR Agreement") with a third-party financial institution to repurchase $450 million of its common stock.

Pursuant to the 2023 ASR Agreement, the Company delivered $450 million in cash and received 1,372,841 shares based on a stock price of $262.23 on August 18, 2023.

The transactions contemplated by the 2023 ASR Agreement was completed on September 26, 2023, at which time the Company received 293,588 additional shares based on a final weighted average per share purchase price during the repurchase period of $270.04.

| October 1, 2023 through October 31, 2023 | | | | | | 325 | | | | | | $ | 235.28 | | | | | — | | | | | | | | |

| November 1, 2023 through November 30, 2023 | | | | | | 14 | | | | | | $ | 233.41 | | | | | — | | | | | | | | |

| December 1, 2023 through December 31, 2023 | | | | | | 563,703 | | | | | | $ | 254.01 | | | | | 563,703 | | | | | | $ | 558,853 | |

| | | |

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

| 1 During the quarter ended December 31, 2023, pursuant to our Stock Incentive Plan, we withheld 339 shares, at an average price per share of $235.20, in order to satisfy employees' tax withholding obligations in connection with the vesting of awards of restricted stock. | | |

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

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

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

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID:](#i4e09481f8f4a4a0e8091df3b10f5cda3_52) 42[)](#i4e09481f8f4a4a0e8091df3b10f5cda3_52)] [added: ID:](#i8f5174e18a84453e86a7ae640d3d9ca6_52) 42[)](#i8f5174e18a84453e86a7ae640d3d9ca6_52)] | | | [removed: [57](#i4e09481f8f4a4a0e8091df3b10f5cda3_52)] [added: [59](#i8f5174e18a84453e86a7ae640d3d9ca6_52)] | | |

| [Consolidated Balance Sheets at December [removed: 31,](#i4e09481f8f4a4a0e8091df3b10f5cda3_55)] [added: 31,](#i8f5174e18a84453e86a7ae640d3d9ca6_55) 2023 [and](#i8f5174e18a84453e86a7ae640d3d9ca6_55)] 2022 [removed: [and](#i4e09481f8f4a4a0e8091df3b10f5cda3_55) 2021] | | | [removed: [59](#i4e09481f8f4a4a0e8091df3b10f5cda3_55)] [added: [61](#i8f5174e18a84453e86a7ae640d3d9ca6_55)] | | |

| [Consolidated Statements of Income for the Years Ended December [removed: 31,](#i4e09481f8f4a4a0e8091df3b10f5cda3_58) 2022[,](#i4e09481f8f4a4a0e8091df3b10f5cda3_58)] [added: 31,](#i8f5174e18a84453e86a7ae640d3d9ca6_58) 2023[,](#i8f5174e18a84453e86a7ae640d3d9ca6_58) 2022 [and](#i8f5174e18a84453e86a7ae640d3d9ca6_58)] 2021 [removed: [and](#i4e09481f8f4a4a0e8091df3b10f5cda3_58) 2020] | | | [removed: [60](#i4e09481f8f4a4a0e8091df3b10f5cda3_58)] [added: [62](#i8f5174e18a84453e86a7ae640d3d9ca6_58)] | | |

| [Consolidated Statements of Comprehensive Income for the Years Ended December [removed: 31,](#i4e09481f8f4a4a0e8091df3b10f5cda3_61) 2022[,](#i4e09481f8f4a4a0e8091df3b10f5cda3_61)] [added: 31,](#i8f5174e18a84453e86a7ae640d3d9ca6_61) 2023[,](#i8f5174e18a84453e86a7ae640d3d9ca6_61) 2022 [and](#i8f5174e18a84453e86a7ae640d3d9ca6_61)] 2021 [removed: [and](#i4e09481f8f4a4a0e8091df3b10f5cda3_61) 2020] | | | [removed: [61](#i4e09481f8f4a4a0e8091df3b10f5cda3_61)] [added: [63](#i8f5174e18a84453e86a7ae640d3d9ca6_61)] | | |

| [Consolidated Statements of Stockholders’ Equity for the Years Ended December [removed: 31,](#i4e09481f8f4a4a0e8091df3b10f5cda3_64) 2022[,](#i4e09481f8f4a4a0e8091df3b10f5cda3_64)] [added: 31,](#i8f5174e18a84453e86a7ae640d3d9ca6_64) 2023[,](#i8f5174e18a84453e86a7ae640d3d9ca6_64) 2022 [and](#i8f5174e18a84453e86a7ae640d3d9ca6_64)] 2021 [removed: [and](#i4e09481f8f4a4a0e8091df3b10f5cda3_64) 2020] | | | [removed: [62](#i4e09481f8f4a4a0e8091df3b10f5cda3_64)] [added: [64](#i8f5174e18a84453e86a7ae640d3d9ca6_64)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December [removed: 31,](#i4e09481f8f4a4a0e8091df3b10f5cda3_67) 2022[,](#i4e09481f8f4a4a0e8091df3b10f5cda3_67)] [added: 31,](#i8f5174e18a84453e86a7ae640d3d9ca6_67) 2023[,](#i8f5174e18a84453e86a7ae640d3d9ca6_67) 2022 [and](#i8f5174e18a84453e86a7ae640d3d9ca6_67)] 2021 [removed: [and](#i4e09481f8f4a4a0e8091df3b10f5cda3_67) 2020] | | | [removed: [63](#i4e09481f8f4a4a0e8091df3b10f5cda3_67)] [added: [65](#i8f5174e18a84453e86a7ae640d3d9ca6_67)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i4e09481f8f4a4a0e8091df3b10f5cda3_70)] [added: Statements](#i8f5174e18a84453e86a7ae640d3d9ca6_70)] | | | [removed: [64](#i4e09481f8f4a4a0e8091df3b10f5cda3_70)] [added: [66](#i8f5174e18a84453e86a7ae640d3d9ca6_70)] | | |

To the [removed: Shareholders] [added: Stockholders] and the Board of Directors of FLEETCOR Technologies, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of FLEETCOR Technologies, Inc. and subsidiaries (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income, comprehensive income, [removed: shareholders'] [added: stockholders'] equity and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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 [removed: 28, 2023] [added: 29, 2024] expressed an [removed: unqualified] [added: adverse] opinion thereon.

| *Description of the Matter* | | | | | | At December 31, [removed: 2022,] [added: 2023,] the Company’s goodwill was [removed: $5.2] [added: $5.6] 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 [removed: the] [added: a] quantitatively tested reporting units’ long-term growth [removed: rates] [added: rate] and discount [removed: rates] [added: rate] used in the determination of said reporting [removed: units’] [added: unit's] estimated fair [removed: values.] [added: value.] To test the estimated fair value of [removed: the Company’s] [added: a] quantitatively tested reporting [removed: units,] [added: unit,] 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 [removed: rates] [added: rate] used in [removed: the] [added: a] reporting [removed: units’] [added: unit's] fair value [removed: calculations,] [added: calculation,] performed a comparison of market multiples to observable transactions, and independently recalculated the discount [removed: rates for the respective reporting units.] [added: rate used.] 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 [removed: the] [added: a] reporting [removed: units] [added: unit] that would result from changes in the significant assumptions. | | |

| | | | | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Cash and cash equivalents | | | | | | $ | [removed: 1,435,163] [added: 1,389,648] | | | | | $ | [removed: 1,520,027] [added: 1,435,163] | |

| Restricted cash | | | | | | [removed: 854,017] [added: 1,751,887] | | | | | | [removed: 730,668] [added: 854,017] | | |

| Accounts and other receivables (less allowance for credit losses of [removed: $149,846] [added: $180,163] at December 31, [removed: 2022] [added: 2023] and [removed: $98,719] [added: $149,846] at December 31, [removed: 2021)] [added: 2022)] | | | | | | [removed: 2,064,745] [added: 2,161,586] | | | | | | [removed: 1,793,274] [added: 2,064,745] | | |

| Securitized accounts receivable—restricted for securitization investors | | | | | | [removed: 1,287,000] [added: 1,307,000] | | | | | | [removed: 1,118,000] [added: 1,287,000] | | |

| Prepaid expenses and other current assets | | | | | | [removed: 465,227] [added: 474,144] | | | | | | [removed: 326,079] [added: 465,227] | | |

| Total current assets | | | | | | [removed: 6,106,152] [added: 7,084,265] | | | | | | [removed: 5,488,048] [added: 6,106,152] | | |

| Property and equipment, net | | | | | | [removed: 294,692] [added: 343,154] | | | | | | [removed: 236,294] [added: 294,692] | | |

| Goodwill | | | | | | [removed: 5,201,435] [added: 5,644,958] | | | | | | [removed: 5,078,978] [added: 5,201,435] | | |

| Other intangibles, net | | | | | | [removed: 2,130,974] [added: 2,085,663] | | | | | | [removed: 2,335,385] [added: 2,130,974] | | |

| Investments | | | | | | [removed: 74,281] [added: 69,521] | | | | | | [removed: 52,016] [added: 74,281] | | |

| Other assets | | | | | | [removed: 281,726] [added: 248,691] | | | | | | [removed: 213,932] [added: 281,726] | | |

| Total assets | | | | | | $ | [removed: 14,089,260] [added: 15,476,252] | | | | | $ | [removed: 13,404,653] [added: 14,089,260] | |

| Accounts payable | | | | | | $ | [removed: 1,568,942] [added: 1,624,995] | | | | | $ | [removed: 1,406,350] [added: 1,568,942] | |

| Accrued expenses | | | | | | [removed: 351,936] [added: 356,118] | | | | | | [removed: 369,054] [added: 351,936] | | |

| Customer deposits | | | | | | [removed: 1,505,004] [added: 2,397,279] | | | | | | [removed: 1,788,705] [added: 1,505,004] | | |

| Securitization facility | | | | | | [removed: 1,287,000] [added: 1,307,000] | | | | | | [removed: 1,118,000] [added: 1,287,000] | | |

| Current portion of notes payable and lines of credit | | | | | | [removed: 1,027,056] [added: 819,749] | | | | | | [removed: 399,628] [added: 1,027,056] | | |

| Other current liabilities | | | | | | [removed: 303,517] [added: 320,612] | | | | | | [removed: 208,614] [added: 303,517] | | |

| Total current liabilities | | | | | | [removed: 6,043,455] [added: 6,825,753] | | | | | | [removed: 5,290,351] [added: 6,043,455] | | |

| Notes payable and other obligations, less current portion | | | | | | [removed: 4,722,838] [added: 4,596,156] | | | | | | [removed: 4,460,039] [added: 4,722,838] | | |

| Deferred income taxes | | | | | | [removed: 527,465] [added: 470,232] | | | | | | [removed: 566,291] [added: 527,465] | | |

| Other noncurrent liabilities | | | | | | [removed: 254,009] [added: 301,752] | | | | | | [removed: 221,392] [added: 254,009] | | |

| Total noncurrent liabilities | | | | | | [removed: 5,504,312] [added: 5,368,140] | | | | | | [removed: 5,247,722] [added: 5,504,312] | | |

| Common stock, $0.001 par value; 475,000,000 shares authorized; [removed: 127,802,590] [added: 128,759,639] shares issued and [removed: 73,356,709] [added: 71,715,804] shares outstanding at December 31, [removed: 2022;] [added: 2023;] and [removed: 127,113,023] [added: 127,802,590] shares issued and [removed: 78,879,551] [added: 73,356,709] shares outstanding at December 31, [removed: 2021] [added: 2022] | | | | | | [removed: 128] [added: 129] | | | | | | [removed: 127] [added: 128] | | |

| Additional paid-in capital | | | | | | [removed: 3,049,570] [added: 3,266,185] | | | | | | [removed: 2,878,751] [added: 3,049,570] | | |

| Retained earnings | | | | | | [removed: 7,210,769] [added: 8,192,659] | | | | | | [removed: 6,256,442] [added: 7,210,769] | | |

February 29, 2024

| | | | | | | 2023 | | | | | | 2022 | | |

| Earnings per share: | | | | | | | | | | | | | | | | | | | | |

| Net income | | | | | | $ | 981,890 | | | | | $ | 954,327 | | | | | $ | 839,497 | |

| Reclassification of accumulated foreign currency translation losses to net income as a result of the sale of a foreign entity (see Note 19) | | | | | | 120,269 | | | | | | — | | | | | | — | | |

| Net income | | | | | | — | | | | | | — | | | | | | 981,890 | | | | | | — | | | | | | — | | | | | | 981,890 | | |

| Other comprehensive income, net of tax | | | | | | — | | | | | | — | | | | | | — | | | | | | 220,551 | | | | | | — | | | | | | 220,551 | | |

| Acquisition of common stock | | | | | | — | | | | | | (13,212) | | | | | | — | | | | | | — | | | | | | (678,191) | | | | | | (691,403) | | |

| Stock-based compensation | | | | | | — | | | | | | 116,086 | | | | | | — | | | | | | — | | | | | | — | | | | | | 116,086 | | |

| Issuance of common stock | | | | | | 1 | | | | | | 113,741 | | | | | | — | | | | | | — | | | | | | — | | | | | | 113,742 | | |

| Balance at December 31, 2023 | | | | | | $ | 129 | | | | | $ | 3,266,185 | | | | | $ | 8,192,659 | | | | | $ | (1,289,099) | | | | | $ | (6,887,515) | | | | | $ | 3,282,359 | |

| Net income | | | | | | $ | 981,890 | | | | | $ | 954,327 | | | | | $ | 839,497 | |

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

| Gain on sale of assets/business | | | | | | (13,712) | | | | | | — | | | | | | — | | |

| Proceeds from disposal of a business, net of cash disposed | | | | | | 197,025 | | | | | | — | | | | | | — | | |

December 31, 2023

FLEETCOR's suite of modern payment solutions help customers better manage vehicle-related expenses (e.g. fueling, tolls and parking), lodging expenses (e.g. hotel bookings) and corporate payments (e.g. domestic and international vendors).

This results in our customers saving time and ultimately spending less.

We expect to rebrand FLEETCOR to Corpay, Inc. in March 2024, including changing our New York Stock Exchange ticker from FLT to CPAY.

Our Lodging Payments solutions help businesses manage their travel-related lodging expenses while in the field, as well as lodging expenses of its customers, such as disrupted passengers in the airline industry.

Actual results may differ from those estimates.

Based on the indefinite-lived intangible asset impairment analyses performed as of October 1, 2023, the Company determined the fair value of each of its indefinite-lived intangible assets was in excess of its carrying amount.

No events or changes in circumstances have occurred since the date of this most recent annual impairment analysis that would more likely than not reduce the fair value of an indefinite-lived intangible asset below its carrying amount.

During the third quarter of 2023, the Company disposed of its Russian net assets, including its cash balances.

See Note 19 for additional information.

The Company also utilizes cross-currency interest rate swaps designated as a net investment hedge of its investments in euro-denominated operations, which effectively converts a specified U.S. dollar notional equivalent to an obligation denominated in euro, and partially offsets the impact of changes in currency rates on the Company's euro-denominated net investments.

Such contracts also create a positive interest differential on the U.S. dollar-denominated portion of the swap, resulting in interest rate savings on the USD notional.

Upon settlement of derivatives designated as a net investment hedges, the associated cash flows will be classified as investing activities in the Consolidated Statements of Cash Flows.

Funding retains a residual, subordinated interest in cash flow distribution from the transferred receivables and provides to the transferees an incremental pledge of unsold receivables as a form of over-collateralization to enhance the credit of the transferred receivables.

| | | | | | | 2023 | | | | | | 2022 | | |

The provision for credit losses and write-offs increased during the years ended December 31, 2023 and December 31, 2022 versus historical periods, as customer spend increased due to new sales and higher fuel prices for 2022 and into 2023.

New customers tend to have higher loss rates.

Additionally, the Company experienced higher losses among micro-SMB (small-medium business) customers who were more severely impacted by negative economic conditions.

Recent Accounting Pronouncements Not Yet Adopted

*Segment Reporting*

In November 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07").

The amendments are intended to increase reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

The ASU is effective on a retrospective basis for fiscal years beginning after December 15, 2023, and interim periods within fiscal

years beginning after December 15, 2024, with early adoption permitted.

Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption.

| | | | | | |

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

February 28, 2023

| 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 | | |

| 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 | | |

| Investment loss (gain) | | | | | | 1,382 | | | | | | (9) | | | | | | (30,008) | | |

| Proceeds from disposal of investment | | | | | | — | | | | | | — | | | | | | 52,963 | | |

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.

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.

Funding maintains a subordinated interest, in the form of over-collateralization, in a portion of the receivables sold.

The Company does not consolidate the Conduit.

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.

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

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.

*Reference Rate Reform*

effective date of the amendments.

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.

*Other*

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

| Gift | | | | | | 194.5 | | | | | | 179.5 | | | | | | 154.4 | | | | | | | | | | | |

| Other | | | | | | 263.2 | | | | | | 258.5 | | | | | | 244.3 | | | | | | | | | | | |

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.

| Repurchase agreements | | | | | | $ | 444,216 | | | | | $ | — | | | | | $ | 444,216 | | | | | $ | — | |

| December 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Repurchase agreements | | | | | | $ | 477,069 | | | | | $ | — | | | | | $ | 477,069 | | | | | $ | — | |

| Total assets | | | | | | $ | 641,909 | | | | | $ | — | | | | | $ | 641,908 | | | | | $ | — | |

| Interest rate swaps1 | | | | | | $ | 30,733 | | | | | — | | | | | | $ | 30,733 | | | | | — | | |

| Total liabilities | | | | | | $ | 120,658 | | | | | $ | — | | | | | $ | 120,658 | | | | | $ | — | |

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.

Our management [removed: team] is responsible for establishing and maintaining [added: an] adequate [added: system of] internal control over financial reporting [removed: as] [added: (as] defined in Rules 13a-15(f) and 15d-15(f) under the [removed: Securities] Exchange [removed: Act] [added: Act), pursuant to Rule 13a-15(c)] of [removed: 1934.][added: the Exchange Act.]

[removed: In making this assessment,] [added: Under the supervision and with the participation of] our [removed: management used] [added: management, we assessed] the [added: effectiveness of our internal control over financial reporting as of December 31, 2023, using the] criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in [removed: 2013, *Internal Control-Integrated Framework.* As of December 31, 2022, management believes that the Company’s internal control over financial reporting is effective based on those criteria.][added: Internal Control—Integrated Framework (2013).]

[removed: Our] [added: The Company’s] independent registered public accounting [removed: firm] [added: firm, Ernst & Young LLP] has issued an [added: adverse] audit report on [removed: our] [added: the effectiveness of the Company’s] internal control over financial [removed: reporting,] [added: reporting as of December 31, 2023,] which [removed: is included] [added: appears] in [added: Item 9A of] this [removed: annual report.][added: Annual Report.]

In connection with management's evaluation, our management team excluded from its assessment of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] the internal controls related to four subsidiaries that we acquired during the year ended December 31, [removed: 2022,] [added: 2023,] and for which financial results are included in our consolidated financial statements.

Collectively, we refer to these transactions as the [removed: 2022] [added: 2023] Acquisitions.

These [removed: 2022] [added: 2023] Acquisitions constituted [removed: 2.0%] [added: 3.9%] of total [removed: assets,] [added: assets] at December 31, [removed: 2022,] [added: 2023,] and [removed: 0.3%] [added: 0.9%] of revenues, net for the year then ended.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect [removed: all] misstatements.

Projections of any evaluation of effectiveness [removed: to] [added: for] future periods are subject to the risk that controls may become inadequate because of changes in [removed: conditions] [added: conditions,] or that the degree of compliance with the policies or procedures may deteriorate.

[removed: There were] [added: Except for the material weaknesses identified above, as of December 31, 2023, there have been] no [added: other] changes in our internal control over financial reporting [removed: during] [added: (as defined in Rules 13a-15(f) or 15d-15(f) of] the [added: Exchange Act) during our fourth] quarter ended December 31, [removed: 2022,] [added: 2023] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

To the [removed: Shareholders] [added: Stockholders] and the Board of Directors of FLEETCOR Technologies, Inc. and Subsidiaries

We have audited FLEETCOR Technologies, Inc. and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, [added: because of the effect of the material weaknesses described below on the achievement of the objectives of the control criteria,] FLEETCOR Technologies, Inc. and subsidiaries (the Company) [removed: maintained, in all material respects,] [added: has not maintained] effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on the COSO criteria.

As indicated in the accompanying Management Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of the [removed: 2022] [added: 2023] Acquisitions (as defined by [removed: management)] [added: management),] which are included in the [removed: 2022] [added: 2023] consolidated financial statements of the Company and constituted [removed: 2.0%] [added: 3.9%] of total assets as of December 31, [removed: 2022] [added: 2023] and [removed: 0.2%] [added: 0.9%] of revenues, net for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of the [removed: acquired businesses.][added: 2023 Acquisitions.]

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income, comprehensive income, [removed: shareholders'] [added: stockholders'] equity and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related [removed: notes and our report dated February 28, 2023 expressed an unqualified opinion thereon.][added: notes.]

A company’s internal control over financial reporting includes [removed: those] policies and procedures [removed: that (1)] [added: that: (i)] pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the [removed: company; (2)] [added: company, (ii)] provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with [removed: generally accepted accounting principles,] [added: GAAP,] and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the [removed: company;] [added: company,] and [removed: (3)] [added: (iii)] provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, [removed: use,] [added: use] or disposition of the company’s assets that could have a material effect on the financial statements.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As of December 31, 2023, we identified the following material weaknesses in internal controls:

(1) A material weakness in internal control related to ineffective information technology general controls (ITGCs) in the area of user access management over certain information technology systems used in the execution of controls that support the Company’s financial reporting processes.

Our business process application and manual controls that are dependent on the affected ITGCs were also deemed ineffective because they could have been adversely impacted.

We believe that these control deficiencies were the result of challenges in the current year implementation of technology aimed to automate the user access review process.

Specifically, these deficiencies pertained to the completeness and accuracy of data used in the automated solution and in existing manual user access control processes that lacked sufficient documentation and formality, as well as insufficient training of information technology personnel responsible for the execution and documentation of ITGCs.

The material weakness did not result in any identified misstatements to the financial statements, and there were no changes to previously released financial results.

(2) A material weakness resulting from ineffective controls over the application of U.S. GAAP guidance related to the balance sheet recognition of customer funds held for the benefit of others leading to the restatement of previously issued 2023 interim consolidated financial statements as further discussed within note 20 to the Consolidated Financial Statements.

Based on these material weaknesses, the Company’s management concluded that at December 31, 2023, the Company’s internal control over financial reporting was not effective.

As a result of the identification of the material weaknesses, and prior to filing this Annual Report, we performed further analysis and completed additional procedures intended to ensure our consolidated financial statements for the year ended December 31, 2023 were prepared in accordance with GAAP.

Based on these procedures and analysis, and notwithstanding the material weaknesses in our internal control over financial reporting, our management has concluded that our consolidated financial statements and related notes thereto included in this Annual Report have been prepared in accordance with GAAP.

Our Chief Executive Officer and Chief Financial Officer have certified that, based on each such officer’s knowledge, the financial statements, as well as the other financial information included in this Annual Report, fairly present in all material

respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Annual Report.

In addition, Ernst & Young LLP has issued an unqualified opinion on our financial statements, which is included in Item 8 of this Annual Report, and we have developed a remediation plan for the material weaknesses, which are described below.

Remediation

(1) Our management has been implementing and continues to implement measures designed to ensure that control deficiencies contributing to the material weakness are remediated, such that these controls are designed, implemented, and operating effectively.

The remediation actions include: (i) enhancing the information technology compliance oversight function; (ii) developing a training program addressing ITGCs and policies, including educating control owners concerning the principles and requirements of internal controls, with a focus on those related to user access over information technology systems impacting financial reporting; (iii) developing and maintaining documentation underlying ITGCs to enhance the information evidencing the performance of ITGCs; (iv) developing enhanced integration functionality and controls related to the ongoing implementation of user access information technology system; (v) enhancing the information technology management review and testing plan to monitor ITGCs with a specific focus on systems supporting our financial reporting processes; and (vi) enhancing quarterly reporting on the remediation measures to the Audit Committee of the Board.

We believe that these actions will remediate the material weakness.

The material weakness will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and our management has concluded, through testing, that these controls are operating effectively.

We expect that the remediation of this material weakness will be completed prior to the end of fiscal 2024.

(2) As further discussed in note 20 to the Consolidated Financial Statements, management has restated its 2023 interim consolidated financial statements.

In addition, management is developing enhanced monitoring and oversight controls in the application of U.S. GAAP guidance pertaining to customer funds held for the benefit of others.

We believe that these actions will remediate the material weakness as of March 31, 2024.

During 2023, the Company acquired Global Reach, a U.K.-based cross-border payments provider; Mina Digital Limited Solutions, a cloud-based electric vehicle charging software platform; Business Gateway AG, a European-based service, maintenance and repair technology provider; and PayByPhone Technologies, Inc., the world's second largest mobile parking operator.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weaknesses have been identified and included in management’s assessment.

(1) A material weakness in controls related to information technology general controls (ITGCs) in the area of user access over certain information technology (IT) systems used in the execution of controls that support the Company’s financial reporting processes.

As a result, business process application and manual controls that were dependent on the affected ITGCs could have been adversely impacted.

(2) A material weakness in controls over the application of U.S. GAAP guidance related to the recognition of customer funds held for the benefit of others.

These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the 2023 consolidated financial statements, and this report does not affect our report dated February 29, 2024 which expressed an unqualified opinion thereon.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

February 29, 2024

Evaluation of Disclosure Controls and Procedures

As of December 31, 2022, management carried out, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934).

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2022, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and are designed to ensure that information required to be disclosed in those reports is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022.

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

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations.

Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.

Internal control over financial reporting also can be circumvented by collusion or improper management override.

Due to such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.

However, these inherent limitations are known features of the financial reporting process.

Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, such risk.

February 28, 2023

Rule 10b5-1 Trading Plans

During the three months ended December 31, 2023, no director or executive officer of the Company adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Not applicable.

Information about our directors may be found under the caption “Director Nominees” and “Continuing Directors” in our Proxy Statement for the Annual Meeting of Shareholders to be held June [removed: 9, 2023] [added: 6, 2024] (the “Proxy Statement”).

The information in the Proxy Statement set forth under the captions “Director Compensation,” [removed: “2022] [added: “2023] Named Executive Officer Compensation,” “Compensation Committee Report,” and “Compensation Committee Interlocks and Insider Participation” is incorporated herein by reference.

| [Report of Independent Registered Public Accounting [removed: Firm](#i4e09481f8f4a4a0e8091df3b10f5cda3_52)] [added: Firm](#i8f5174e18a84453e86a7ae640d3d9ca6_52)] | | | [removed: [57](#i4e09481f8f4a4a0e8091df3b10f5cda3_52)] [added: [59](#i8f5174e18a84453e86a7ae640d3d9ca6_52)] | | |

| [Consolidated Balance Sheets [removed: at](#i4e09481f8f4a4a0e8091df3b10f5cda3_55)] [added: at](#i8f5174e18a84453e86a7ae640d3d9ca6_55)] December 31, [added: 2023 [and](#i8f5174e18a84453e86a7ae640d3d9ca6_55)] 2022 [removed: [and](#i4e09481f8f4a4a0e8091df3b10f5cda3_55) 2021] | | | [removed: [59](#i4e09481f8f4a4a0e8091df3b10f5cda3_55)] [added: [61](#i8f5174e18a84453e86a7ae640d3d9ca6_55)] | | |

| [Consolidated Statements of Income for the Years [removed: En](#i4e09481f8f4a4a0e8091df3b10f5cda3_58)[ded](#i4e09481f8f4a4a0e8091df3b10f5cda3_58)] [added: En](#i8f5174e18a84453e86a7ae640d3d9ca6_58)[ded](#i8f5174e18a84453e86a7ae640d3d9ca6_58)] December 31, [removed: 2022[,](#i4e09481f8f4a4a0e8091df3b10f5cda3_58)] [added: 2023[,](#i8f5174e18a84453e86a7ae640d3d9ca6_58) 2022 [and](#i8f5174e18a84453e86a7ae640d3d9ca6_58)] 2021 [removed: [and](#i4e09481f8f4a4a0e8091df3b10f5cda3_58) 2020] | | | [removed: [60](#i4e09481f8f4a4a0e8091df3b10f5cda3_58)] [added: [62](#i8f5174e18a84453e86a7ae640d3d9ca6_58)] | | |

| [Consolidated Statements of Comprehensive Income for the [removed: Y](#i4e09481f8f4a4a0e8091df3b10f5cda3_61)[ears Ended](#i4e09481f8f4a4a0e8091df3b10f5cda3_61)] [added: Y](#i8f5174e18a84453e86a7ae640d3d9ca6_61)[ears Ended](#i8f5174e18a84453e86a7ae640d3d9ca6_61)] December 31, [removed: 2022[,](#i4e09481f8f4a4a0e8091df3b10f5cda3_61)] [added: 2023[,](#i8f5174e18a84453e86a7ae640d3d9ca6_61) 2022 [and](#i8f5174e18a84453e86a7ae640d3d9ca6_61)] 2021 [removed: [and](#i4e09481f8f4a4a0e8091df3b10f5cda3_61) 2020] | | | [removed: [61](#i4e09481f8f4a4a0e8091df3b10f5cda3_61)] [added: [63](#i8f5174e18a84453e86a7ae640d3d9ca6_61)] | | |

| [Consolidated Statements of Stockholders’ Equity for the [removed: Yea](#i4e09481f8f4a4a0e8091df3b10f5cda3_64)[rs Ended](#i4e09481f8f4a4a0e8091df3b10f5cda3_64)] [added: Yea](#i8f5174e18a84453e86a7ae640d3d9ca6_64)[rs Ended](#i8f5174e18a84453e86a7ae640d3d9ca6_64)] December 31, [removed: 2022[,](#i4e09481f8f4a4a0e8091df3b10f5cda3_64)] [added: 2023[,](#i8f5174e18a84453e86a7ae640d3d9ca6_64) 2022 [and](#i8f5174e18a84453e86a7ae640d3d9ca6_64)] 2021 [removed: [and](#i4e09481f8f4a4a0e8091df3b10f5cda3_64) 2020] | | | [removed: [62](#i4e09481f8f4a4a0e8091df3b10f5cda3_64)] [added: [64](#i8f5174e18a84453e86a7ae640d3d9ca6_64)] | | |

| [Consolidated Statements of Cash Flows for the Years [removed: En](#i4e09481f8f4a4a0e8091df3b10f5cda3_67)[ded](#i4e09481f8f4a4a0e8091df3b10f5cda3_67)] [added: En](#i8f5174e18a84453e86a7ae640d3d9ca6_67)[ded](#i8f5174e18a84453e86a7ae640d3d9ca6_67)] December 31, [removed: 2022[,](#i4e09481f8f4a4a0e8091df3b10f5cda3_67)] [added: 2023[,](#i8f5174e18a84453e86a7ae640d3d9ca6_67) 2022 [and](#i8f5174e18a84453e86a7ae640d3d9ca6_67)] 2021 [removed: [and](#i4e09481f8f4a4a0e8091df3b10f5cda3_67) 2020] | | | [removed: [63](#i4e09481f8f4a4a0e8091df3b10f5cda3_67)] [added: [65](#i8f5174e18a84453e86a7ae640d3d9ca6_67)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i4e09481f8f4a4a0e8091df3b10f5cda3_70)] [added: Statements](#i8f5174e18a84453e86a7ae640d3d9ca6_70)] | | | [removed: [64](#i4e09481f8f4a4a0e8091df3b10f5cda3_70)] [added: [66](#i8f5174e18a84453e86a7ae640d3d9ca6_70)] | | |

| [3.1](https://www.sec.gov/Archives/edgar/data/1175454/000162828023005444/ex31certificateofincorpora.htm) | | | Amended and Restated Certificate of Incorporation of FLEETCOR Technologies, Inc. [added: (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K, File No. 001-35004, filed with the SEC on June 14, 2022)] | | |

| [removed: [10.34](http://www.sec.gov/Archives/edgar/data/1175454/000117545418000023/alexeygavrilenyaofferlette.htm)*] [added: [10.61](https://www.sec.gov/Archives/edgar/data/1175454/000162828023017203/ex102tompantherofferletter.htm)] | | | Offer letter, dated [removed: September 10, 2015,] [added: February 24, 2023,] between FLEETCOR Technologies, Inc. and [removed: Alexey Gavrilenya] [added: Tom Panther] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the registrant's Form 10-Q, File No. 001-35004, filed with the SEC on May 10, [removed: 2018)] [added: 2023)] | | |

| [removed: [10.43](http://www.sec.gov/Archives/edgar/data/1175454/000117545420000038/charlesfreund2020compm.htm)*] [added: [10.60](https://www.sec.gov/Archives/edgar/data/1175454/000162828023008566/ex101cooperationagreement.htm)] | | | [removed: Offer letter,] [added: Cooperation Agreement,] dated [removed: September 1, 2020, between] [added: as of March 15, 2023, by and among] FLEETCOR Technologies, [removed: Inc.] [added: Inc., D.E. Shaw Oculus Portfolios, L.L.C.] and [removed: Charles Freund] [added: D.E. Shaw Valence Portfolios, L.L.C.] (incorporated by reference to Exhibit [removed: 99.1] [added: 10.1] to the [removed: registrant's] [added: Registrant’s] Current Report on Form [removed: 8-K/A, File No. 001-35004, filed with the SEC on September 4, 2020) (incorporated by reference to Exhibit 10.1 to the registrant's Form 10-Q,] [added: 8-K,] File No. 001-35004, filed with the SEC on [removed: November 9, 2020)] [added: March 20, 2023)] | | |

| [removed: [21.1](https://www.sec.gov/Archives/edgar/data/1175454/000162828023005444/ex211listofsubsidiaries.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/1175454/000162828024008060/ex211listofsubsidiaries123.htm)] | | | List of subsidiaries of FLEETCOR Technologies, Inc. | | |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1175454/000162828023005444/ex231eyconsentexhibit2022.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1175454/000162828024008060/ex231eyconsentexhibit2023.htm)] | | | Consent of Independent Registered Public Accounting Firm | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1175454/000162828023005444/ex311q42022.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1175454/000162828024008060/ex311q42023.htm)] | | | Certification of Chief Executive Officer Pursuant to Section 302 | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1175454/000162828023005444/ex312q42022.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1175454/000162828024008060/ex312q42023.htm)] | | | Certification of Chief Financial Officer Pursuant to Section 302 | | |

| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1175454/000162828023005444/ex321q42022.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1175454/000162828024008060/ex321q42023.htm)] | | | Certification of Chief Executive Officer Pursuant to Section 906 | | |

| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/1175454/000162828023005444/ex322q42022.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/1175454/000162828024008060/ex322q42023.htm)] | | | Certification of Chief Financial Officer Pursuant to Section 906 | | |

| [3.2](https://www.sec.gov/Archives/edgar/data/1175454/000162828022017144/flt-bylaws2022bdmeeting.htm) | | | Amended and Restated Bylaws of FLEETCOR Technologies, Inc. (incorporated by reference to Exhibit 3.2 to the registrant's Form 8-K, File No. 001-35004, filed with the SEC on June 14, 2022) | | |

| [10.62](https://www.sec.gov/Archives/edgar/data/1175454/000162828023017203/ex10313thamendmenttothecre.htm) | | | Thirteenth Amendment to the Credit Agreement, dated as of May 3, 2023 among FLEETCOR Technologies Operating Company, LLC, as the Company, FLEETCOR Technologies, Inc., as the Parent, Cambridge Mercantile Corp. (USA) as the additional borrower, Bank of America, N.A., as administrative agent, a domestic swing line lender, the foreign swing line lender and the L/C issuer, and the other lenders party thereto (incorporated by reference to Exhibit 10.3 to the registrant's Form 10-Q, File No. 001-35004, filed with the SEC on May 10, 2023) | | |

| [10.63](https://www.sec.gov/Archives/edgar/data/1175454/000162828024008060/ex106312thamendmentto5thar.htm) | | | Twelfth Amendment to the Fifth Amended and Restated Receivables Purchase Agreement, dated December 20, 2023 by and among by and among FleetCor Funding LLC, FleetCor Technologies Operating Company, LLC, PNC Bank, National Association as administrator for a group of purchasers and purchaser agents, and certain other parties hereto | | |

| [10.64](https://www.sec.gov/Archives/edgar/data/1175454/000162828024008060/ex106414thamendmenttothecr.htm) | | | Fourteenth Amendment to the Credit Agreement, dated as of January 31, 2024 among FLEETCOR Technologies Operating Company, LLC, as the Company, FLEETCOR Technologies, Inc., as the Parent, Cambridge Mercantile Corp. (USA) as the additional borrower, Bank of America, N.A., as administrative agent, a domestic swing line lender, the foreign swing line lender and the L/C issuer, and the other lenders party hereto | | |

| | | | | | |

| [97.1](https://www.sec.gov/Archives/edgar/data/1175454/000162828024008060/ex971fleetcortechnologiesi.htm)* | | | FLEETCOR Technologies, Inc. Compensation Recoupment Policy, effective as of October 23, 2023 | | |

| | | | | | |

| | | | | | |

| | | | Filed herewith | | |

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

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned; thereunto duly authorized, in the City of Atlanta, State of Georgia, on February [removed: 28, 2023.][added: 29, 2024.]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of registrant and in the capacities indicated on February [removed: 28, 2023.][added: 29, 2024.]

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

| /s/ ANNABELLE [added: G.] BEXIGA | | | | | | Director | | |

| Annabelle [added: G.] Bexiga | | | | | | | | |

| /s/ TOM PANTHER | | | | | | Chief Financial Officer (Principal Financial Officer) | | |

| Tom Panther | | | | | | | | |

| /s/ RAHUL GUPTA | | | | | | Director | | |

| Rahul Gupta | | | | | | | | |

| /s/ GERALD C. THROOP | | | | | | Director | | |

| Gerald C. Throop | | | | | | | | |

| /s/ MICHAEL BUCKMAN | | | | | | Director | | |

| Michael Buckman | | | | | | | | |