Corpay 10-K 2024-12-31

UN****ITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-K

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☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2024

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From to

Commission File Number 001-35004

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Corpay, Inc.

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Delaware			72-1074903
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
3280 Peachtree Road, Suite 2400,	Atlanta,	Georgia	30305
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (770) 449-0479

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	CPAY	NYSE

Securities registered pursuant to Section 12(g) of the Act:

NONE

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange

Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the

Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to

file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted

pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period

that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller

reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”

“smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☒	Accelerated filer		☐
Non-accelerated filer		☐ (Do not check if a smaller reporting company)	Smaller reporting company		☐
Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended

transition period for complying with any new or revised financial accounting standards provided pursuant to

Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the

effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.

7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange

Act). Yes ☐ No ☒

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). ☐

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately

$17,904,831,658 as of June 30, 2024, 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, 2025, there were 70,249,923 shares of common stock outstanding.

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DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement to be delivered to shareholders in connection with the 2025 Annual

Meeting of Shareholders are incorporated by reference into Part III of this report where indicated. The registrant's definitive

Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal

year to which this report relates.

Corpay, INC.

FORM 10-K

For The Year Ended December 31, 2024

INDEX

		Page
PART I
Item 1.	Business	4
Item X.	Executive Officers of the Registrant	15
Item 1A.	Risk Factors	16
Item 1B.	Unresolved Staff Comments	29
Item 1C.	Cybersecurity	29
Item 2.	Properties	31
Item 3.	Legal Proceedings	32
Item 4.	Mine Safety Disclosures	33
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	34
Item 6.	Selected Financial Data	35
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	56
Item 8.	Financial Statements and Supplementary Data	58
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	101
Item 9A.	Controls and Procedures	101
Item 9B.	Other Information	105
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	105
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	106
Item 11.	Executive Compensation	106
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	106
Item 13.	Certain Relationships and Related Transactions, and Director Independence	106
Item 14.	Principal Accountant Fees and Services	106
PART IV
Item 15.	Exhibits and Financial Statement Schedules	107
Item 16.	Form 10-K Summary	112
	Signatures	113

Note About Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws.

Statements that are not historical facts, including statements about Corpay’s beliefs, expectations and future performance, are

forward-looking statements. Forward-looking statements can be identified by the use of words such as “anticipate,” “intend,”

“believe,” “estimate,” “plan,” “seek,” “project” or “expect,” “may,” “will,” “would,” “could” or “should,” the negative of these

terms or other comparable terminology.

These forward-looking statements are not a guarantee of performance, and you should not place undue reliance on such

statements. We have based these forward-looking statements largely on our current expectations and projections about future

events. Forward-looking statements are subject to many uncertainties and other variable circumstances, including those

discussed in this report in Item 1A, “Risk Factors,” and Item 7, “Management’s Discussion and Analysis of Financial Condition

and Results of Operations,” many of which are outside of our control, that could cause our actual results and experience to

differ materially from any forward-looking statement.

These forward-looking statements may not be realized due to a variety of factors, including, without limitation:

• the impact of macroeconomic conditions, including any recession or economic downturn that has occurred or may occur in

the future, and whether expected trends, including retail fuel prices, fuel price spreads, fuel transaction patterns, electric

vehicles, retail lodging prices, foreign exchange rates and interest rates develop as anticipated and our ability to develop

successful strategies if these trends change;

• our ability to successfully execute our strategic plan, manage our growth and achieve our performance targets;

• our ability to attract new and retain existing partners, merchants, and providers, their promotion and support of our

products, and their financial performance;

• our ability to successfully manage the derivative financial instruments that we use in our Cross-Border solution to reduce

our exposure to various market risks, including changes in foreign exchange rates;

• the failure of management assumptions and estimates, as well as differences in, and changes to, economic, market, interest

rate, interchange fees, foreign exchange rates, and credit conditions, including changes in borrowers’ credit risks and

payment behaviors;

• the risk of higher borrowing costs and adverse financial market conditions impacting our funding and liquidity, and any

reduction in our credit ratings;

• our ability to successfully manage our credit risks and the sufficiency of our allowance for expected credit losses;

• our ability to securitize our trade receivables;

• the occurrence of fraudulent activity, data breaches or failures of our information security controls or cybersecurity-related

incidents that may compromise our systems or customers’ information;

• any disruptions in the operations of our computer systems and data centers;

• the international operational and political risks and compliance and regulatory risks and costs associated with international

operations;

• 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 develop and implement new technology, products and services;

• any alleged infringement of intellectual property rights of others and our ability to protect our intellectual property;

• the regulation, supervision and examination of our business by foreign and domestic governmental authorities, as well as

litigation and regulatory actions, including the lawsuit filed by the Federal Trade Commission (FTC);

• the impact of regulations and related requirements relating to privacy, information security and data protection; derivative

and hedging activities; use of third-party vendors and ongoing third-party business relationships; and failure to comply

with anti-money laundering (AML) and anti-terrorism financing laws;

• changes in our senior management team and our ability to attract, motivate and retain qualified personnel consistent with

our strategic plan;

• tax legislation initiatives or challenges to our tax positions and/or interpretations, and state sales tax rules and regulations;

• 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;

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

• the other factors and information in this Annual Report on Form 10-K and other filings that we make with the SEC under

the Exchange Act and Securities Act. See “Risk Factors” in this Annual Report on Form 10-K.

Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. The

forward-looking statements included in this report are made only as of the date hereof. We do not undertake, and specifically

disclaim, any obligation to update any such statements or to publicly announce the results of any revisions to any of such

statements to reflect future events or developments.

PART I

Introduction

Effective March 25, 2024, FLEETCOR Technologies, Inc. changed its corporate name to Corpay, Inc. At that time, we ceased

trading under the ticker symbol "FLT" and began trading under our new ticker symbol, "CPAY", on the New York Stock

Exchange (NYSE) and have been a member of the S&P 500 since 2018. Corpay is a global corporate payments company that

helps businesses and consumers better manage and pay their expenses. Corpay's suite of modern payment solutions help

customers better manage vehicle-related expenses (e.g., fueling, tolls, car registrations and parking), lodging expenses (e.g.,

hotel and extended stay bookings) and corporate payments (e.g., domestic and international accounts payable and point of sale

purchases). This results in our customers saving time and ultimately spending less. Since its incorporation in 2000, Corpay has

delivered payment and spend solutions with customized controls and robust capabilities that offer our customers a better way to

pay.

Businesses spend an estimated $145 trillion each year in transactions with other businesses. In many instances, 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 business-to-business purchases. This often results in wasted time and money due to

unnecessary or unauthorized spending, fraud, receipt collection, data input and consolidation errors, inaccurate reimbursement

processing, account reconciliation errors, employee misuse and more.

Digital payments are faster and more secure than paper-based methods such as checks, provide timely and detailed data that can

be utilized to effectively reduce unauthorized purchases and fraud, automate data entry and reporting and eliminate

reimbursement mistakes. Combining this payment data with analytical tools delivers powerful insights, which managers can use

to better run their businesses.

Corpay’s vision is that every payment is digital, every purchase is controlled and every related decision is informed. Our wide

range of modern, digitized solutions 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 payment processes.

In addition to delivering meaningful value to our customers, our solutions also share several important and attractive business

model characteristics including:

• the majority of revenue is derived primarily from business customers, which tend to have relatively predictable,

consistent volumes;

• recurring revenue models driven by recurring volume, resulting in predictable revenue;

• unique selling systems with common sales approaches, management and reporting;

• specialized technology platforms and proprietary payment acceptance networks, which create competitive advantages

and barriers to entry; and

• high EBITDA margins and cash flow translation with limited infrastructure investment requirements.

We actively market and sell to current and prospective customers using a multi-channel, go-to-market strategy, which includes

comprehensive digital channels, direct sales forces and strategic partner relationships. We sell stand-alone products and services

and are currently deploying platforms where a single customer can use multiple products from one user interface. It is important

to note that we compete mostly with legacy payment companies and traditional ways of paying, such as cash and checks. 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 faster. With a long, proven operating history, Corpay facilitates

payments to or on behalf of millions of businesses around the world using multiple modalities.

Corpay has the following reportable segments: Vehicle Payments, Corporate Payments, Lodging Payments and Other. These

segments reflect how we organize and manage our global employee base, manage operating performance and execute on

strategic initiatives. Our Vehicle Payments solutions help control and monitor spending and include fuel card offerings, tolls

and other complementary products. Our Corporate Payments solutions simplify and automate vendor payments and include

accounts payable (AP) automation, virtual cards, cross-border payments and purchasing and travel and entertainment ("T&E")

card products. Our Lodging Payments solutions help businesses manage their lodging costs, while simplifying the management

of hotels and housing, both short and longer-term, 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 business

customers, we also provide greater control and visibility of spending when compared with less specialized payment methods,

such as cash or general-purpose credit cards. Our digital enabled solutions provide customers with significant control

capabilities such as, customizable user-level controls, programmable alerts and detailed transaction reporting. 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 costs, accessible through sophisticated web portals and mobile applications.

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.

We utilize both proprietary and third-party payment acceptance networks to deliver our Vehicle Payments solutions. In our

proprietary networks, which tend to be geographically 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. These proprietary networks generally provide us with better economics, as we control

more of the transaction, and richer data because of how the networks and point of sale software are configured. Third-party

networks are operated by independent parties, such as MasterCard and VISA, and tend to be more broadly accepted, which is

the primary benefit compared with our proprietary networks.

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 (fossil fuel, electricity, etc.). We offer fuel solutions to businesses and government entities who operate

vehicle fleets, as well as to consumers primarily in Brazil, Mexico and Europe. At the most basic level, we provide the

measurement of fuel used and facilitate the payment for that fuel to the merchant, whether that fuel be diesel, gasoline,

compressed natural gas or electricity, while also providing online control, reporting and tracking capabilities to fleet operators.

In many cases we can also deliver fuel price savings to our business customers when compared to the retail price of fuel. In the

U.K. and Europe, 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.

The measurement, control and payment needs of our customers operating electric vehicles (EV) are similar to those operating

traditional, internal combustion vehicles, just centered around electricity usage instead of gas or diesel usage. As we help our

customers manage through the transition to EVs, many will operate "mixed" fleets (i.e., fleets with a combination of internal

combustion vehicles a

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You should carefully consider the following risks applicable to us. If any of the following risks actually occur, our business,

operating results, financial condition and the trading price of our common stock could be materially adversely affected. The

risks discussed below also include forward-looking statements, and our actual results may differ substantially from those

discussed in these forward-looking statements. See “Note Regarding Forward-Looking Statements” in this report.

Risks related to information technology and security

We are dependent on the efficient and uninterrupted operation of interconnected computer systems, telecommunications,

data centers and call centers, including technology and network systems managed by multiple third parties, which could

result in our inability to prevent disruptions in our services.

Our ability to provide reliable service to customers, cardholders and other network participants depends upon uninterrupted

operation of our data centers and call centers as well as third-party labor and services providers. Our business involves

processing large numbers of transactions, the movement of large sums of money and the management of large amounts of data.

We rely on the ability of our employees, contractors, suppliers, systems and processes to complete these transactions in a

secure, uninterrupted and error-free manner.

Our subsidiaries operate in various countries and country specific factors, such as power availability, telecommunications

carrier redundancy, embargoes and regulation can adversely impact our information processing by, or for, our local

subsidiaries.

We engage backup facilities for each of our processing centers for key systems and data. However, there could be material

delays in fully activating backup facilities depending on the nature of the breakdown, security breach or catastrophic event

(such as fire, explosion, flood, pandemic, natural disaster, power loss, telecommunications failure or physical break-in).

Although, we have controls and documented measures to mitigate these risks, these mitigating controls might not reduce the

duration, scope or severity of an outage in time to avoid adverse effects.

We may experience software defects, system errors, computer viruses and development delays, which could damage

customer relationships, decrease our profitability and expose us to liability.

Our business depends heavily on the reliability of proprietary and third-party processing systems. A system outage could

adversely affect our business, financial condition or results of operations, including by damaging our reputation or exposing us

to third-party liability. To successfully operate our business, we must be able to protect our processing and other systems from

interruption, including from events that may be beyond our control. Events that could cause system interruptions include, but

are not limited to, fire, natural disaster, unauthorized entry, power loss, telecommunications failure, computer viruses, terrorist

acts and war. Although we have taken steps to protect against data loss and system failures, there is still risk that we may lose

critical data or experience system failures.

Our solutions are based on sophisticated software and computing systems that are constantly evolving. We often encounter

delays and cost overruns in developing changes implemented to our systems. In addition, the underlying software may contain

undetected errors, viruses or defects. Defects in our software products and errors or delays in our processing of electronic

transactions could result in additional development costs, diversion of technical and other resources from our other

development efforts, loss of credibility with current or potential customers, harm to our reputation or exposure to liability

claims. In addition, we rely on technologies supplied to us by third parties that may also contain undetected errors, viruses or

defects that could adversely affect our business, financial condition or results of operations. Although we attempt to limit our

potential liability for warranty claims through disclaimers in our software documentation and limitation of liability provisions in

our licenses and other agreements with our customers, we cannot assure that these measures will be successful in limiting our

liability.

We may not be able to adequately protect our systems or the data we collect from continually evolving cybersecurity risks or

other technological risks, which could subject us to liability and damage our reputation.

We electronically receive, process, store and transmit data and sensitive information about our customers and merchants,

including bank account information, social security numbers, expense data and credit card, debit card and checking account

numbers. We endeavor to keep this information confidential; however, our websites, networks, information systems, services

and technologies may be targeted for sabotage, disruption or misappropriation. The uninterrupted operation of our information

systems and our ability to maintain the confidentiality of the customer and consumer information that resides on our systems

are critical to the successful operation of our business. Unauthorized access to our networks and computer systems could result

in the theft or publication of confidential information or the deletion or modification of records or could otherwise cause

interruptions in our service and operations.

Other than an unauthorized access incident during the second quarter of 2018, previously disclosed in 2018, we are not aware of

any material breach of our or our associated third parties’ computer systems, although we and others in our industry are

regularly the subject of attempts by bad actors to gain unauthorized access to these computer systems and data or to obtain,

change or destroy confidential data (including personal consumer information of individuals) through a variety of means.

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, especially considering heightened threats and risks associated with

artificial intelligence, we may be unable to anticipate these techniques or to implement adequate preventative measures. An

incident may not be detected until well after it occurs and the severity and potential impact may not be fully known for a

substantial period of time after it has been discovered. Our ability to address incidents may also depend on the timing and

nature of assistance that may be provided from relevant governmental or law enforcement agencies. Threats to our systems and

our associated third parties’ systems can derive from human error, fraud or malice on the part of employees or third parties, or

may result from accidental technological failure. Computer viruses can be distributed and could infiltrate our systems or those

of our associated third parties. In addition, denial of service or other attacks could be launched against us for a variety of

purposes, including to interfere with our services or create a diversion for other malicious activities. Although we believe we

have sufficient controls in place to prevent disruption and misappropriation and to respond to such attacks, any inability to

prevent security breaches could have a negative impact on our reputation, expose us to liability, decrease market acceptance of

electronic transactions and cause our present and potential clients to choose another service provider.

In addition, the risk of cyber-attacks has increased in connection with the military and geopolitical conflicts around the world,

including between Russia and Ukraine and within the Middle East. In light of those and other geopolitical events, nation-state

actors or their supporters may launch retaliatory

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We have no unresolved written comments regarding our periodic or current reports from the staff of the SEC.

ITEM 1C**.** CYBERSECURITY

Risk Management and Strategy

We are subject to cybersecurity incidents and information theft risks in our operations, which we seek to manage through

cybersecurity and information security programs, training and insurance coverage. To strengthen our security and cybersecurity

defenses, we maintain a defensive approach to cybersecurity and information security designed to defend our systems against

misuse, intrusions and cyberattacks and to protect the data we collect. Our processes to assess, identify and manage material

risks from cybersecurity threats are strategically integrated into our overall risk management framework, as evidenced by

annual risk assessments and required trainings across business lines and applications. Our information security program

maintains procedures and controls for the systems, applications and our data and data of our third-party providers. We have 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 cybersecurity incidents

or suspicions of cybersecurity incidents or threats. Further, we maintain a cybersecurity incident response plan, which is

managed by our Chief Information Security Officer (CISO) 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 platform that allows us 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 the

International Organization for Standardization (ISO), American Institute of Certified Public Accountants (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 operate with independent cybersecurity programs and processes, which may vary in scope and

complexity compared to our overarching cybersecurity framework, until they are fully integrated into our unified system.

As part of our overall risk mitigation strategy, we also maintain cybersecurity 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 cybersecurity

incidents.

We have not identified any risks from cybersecurity threats, including as a result of previous cybersecurity incidents, 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 and incidents

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

cybersecurity-related issues, we engage 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 and incidents 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

Board of Directors Oversight

The Information Technology and Security Committee (ITSC) is responsible for providing oversight and leadership for our

information technology security and cybersecurity planning processes, policies and objectives. The ITSC 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 four primary responsibilities:

• to understand the security controls and assessments conducted on major card platforms and concur that such controls

are comparable to industry best practices and standards as appropriate;

• to assess technology modernization plans and processing platform strategies to validate proper investment in multi-

year initiatives that maintain effective and efficient use of Company resources;

• to review progress on significant IT projects against milestones and quality indicators and evaluate actions intended to

drive quality and timeliness; and

• to evaluate the prioritization of strategies for intellectual property protection.

Management's Role

The Board and the information technology and security committee directed the formation of a cross-functional cybersecurity

council and receive regular cybersecurity reports from the Company's Chief Information Officer (CIO) and the CISO, among

others. These reports include updates on our cybersecurity strategy and execution of its processes, including updates on

procedures to prepare for, prevent, detect, respond to and recover from (as applicable) cybersecurity incidents. Such updates

also include updates on our continued compliance with regulatory requirements. Our information security and risk management

program is periodically evaluated by third-party specialists, and the results of those reviews are reported to the Board.

Our CISO, who reports directly to our CIO, has served in various roles in information technology and information security for

over 20 years, with experience in technology risk management, cybersecurity, compliance, network engineering, information

systems and business resiliency. He is a Certified Information Systems Security Professional and Certified Information Systems

Auditor.

Our CISO manages our information security and oversees our data security personnel and our incident response and business

continuity management programs to assess and manage the cybersecurity element of our risk management program, including

policies, cybersecurity training, security operations and engineering, cybersecurity threat detection and incident response. Our

CISO informs and updates the Board about any information security incidents that may pose a significant risk to us.

Our corporate headquarters are located in Atlanta, Georgia where we lease approximately 46,500 square feet of office space. In

addition to our corporate headquarters, we have major operations located in Brentwood, Tennessee; Covington, Louisiana;

Louisville, Kentucky; Lexington, Kentucky; and Peachtree Corners, Georgia. Our largest offices internationally are located in

São Paulo, Brazil; London, United Kingdom; Prague, Czech Republic; Mexico City, Mexico and Toronto, Canada. We lease all

of the real property used in our business, except for a portion of our headquarters in Mexico City, which we own.

In the ordinary course of business, Corpay, Inc. and its subsidiaries (the Company) is involved in various pending or threatened

legal actions, arbitration proceedings, claims, subpoenas and matters relating to compliance with laws and regulations

(collectively, "legal proceedings"). Based on our current knowledge, management presently does not believe that the liabilities

arising from these legal proceedings will have a material adverse effect on our consolidated financial condition, results of

operations or cash flows. However, it is possible that the ultimate resolution of these legal proceedings could have a material

adverse effect on our results of operations and financial condition for any particular period.

Derivative Lawsuits

On July 10, 2017, a shareholder derivative complaint was filed against the Company and certain of the Company’s directors

and officers in the United States District Court for the Northern District of Georgia ("Federal Derivative Action") seeking

recovery from the Company. The District Court dismissed the Federal Derivative Action on October 21, 2020, and the United

States Court of Appeals for the Eleventh Circuit affirmed the dismissal on July 27, 2022, ending the lawsuit. A similar

derivative lawsuit that had been filed on January 9, 2019 in the Superior Court of Gwinnett County, Georgia (“State Derivative

Action”) was likewise dismissed on October 31, 2022.

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

Gwinnett County, Georgia. The new lawsuit, City of Aventura Police Officers’ Retirement Fund, derivatively on behalf of

Fleetcor Technologies, Inc. v. Ronald F. Clarke and Eric R. Dey, alleges that the defendants breached their fiduciary duties by

causing or permitting the Company to engage in unfair or deceptive marketing and billing practices, making false and

misleading public statements concerning the Company’s fee charges and financial and business prospects and making improper

sales of stock. The complaint seeks approximately $118 million in monetary damages on behalf of the Company, including

contribution by defendants as joint tortfeasors with the Company in unfair and deceptive practices and disgorgement of

incentive pay and stock compensation. On January 24, 2023, the previous Federal Derivative Action plaintiffs filed a similar

new derivative lawsuit, Jerrell Whitten, derivatively on behalf of Fleetcor Technologies, Inc. v. Ronald F. Clarke and Eric R.

Dey, against Mr. Clarke and Mr. Dey in Gwinnett County, Georgia. The defendants dispute the allegations in the derivative

complaints and intend to vigorously defend against the claims. On May 1, 2024, both pending derivative cases were transferred

to the Fulton County Metro Atlanta Business Case Division and consolidated as In re Corpay, Inc. Shareholder Derivative

Litigation, CAFN 2023CV383303 (consolidated with CAFN 2023CV381421).

On July 10, 2024, the defendants filed a motion to dismiss the consolidated lawsuit. The defendants dispute the allegations in

the consolidated derivative action and intend to vigorously defend against the claims.

FTC Matter

In October 2017, the Federal Trade Commission (FTC) issued a Notice of Civil Investigative Demand to the Company for the

production of documentation and a request for responses to written interrogatories. After discussions with the Company, the

FTC proposed in October 2019 to resolve potential claims relating to the Company’s advertising and marketing practices,

principally in its U.S. direct fuel card business within its North American Fuel Card business. The parties reached impasse

primarily related to what the Company believes are unreasonable demands for redress made by the FTC. On December 20,

2019, the FTC filed a lawsuit in the Northern District of Georgia against the Company and Ron Clarke. See FTC v. FleetCor

and Ronald F. Clarke, No. 19-cv-05727 (N.D. Ga.). The complaint alleges the Company and Ron Clarke violated the FTC Act’s

prohibitions on unfair and deceptive acts and practices. The complaint seeks among other things injunctive relief, consumer

redress and costs of suit. The Company continues to believe that the FTC’s claims are without merit and these matters are not

and will not be material to the Company’s financial performance. On April 17, 2021, the FTC filed a motion for summary

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

FTC does not have authority under current law to seek monetary redress by means of Section 13(b) of the FTC Act, which is

the means by which the FTC has sought such redress in this case. The Company cross-moved for summary judgment regarding

the FTC’s ability to seek monetary or injunctive relief on May 17, 2021. On August 13, 2021, the FTC filed a motion to stay or

to voluntarily dismiss without prejudice the case pending in the Northern District of Georgia in favor of a parallel

administrative action under Section 5 of the FTC Act that it filed on August 11, 2021 in the FTC’s administrative process.

Apart from the jurisdiction and statutory change, the FTC’s administrative complaint makes the same factual allegations as the

FTC’s original complaint filed in December 2019. The FTC’s administrative action was stayed pending resolution of the case in

federal court. On August 9, 2022, the District Court for the Northern District of Georgia granted the FTC's motion for summary

judgment as to liability for the Company and Ron Clarke, but granted the Company's motion for summary judgment as to the

FTC's claim for monetary relief as to both the Company and Ron Clarke.

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. Oral argument in the Eleventh Circuit appeal was held on January 21, 2025. The Company has incurred and

continues to incur legal and other fees related to this FTC complaint. Any settlement of this matter, or defense against the

lawsuit, could involve costs to the Company, including legal fees, redress, penalties and remediation expenses.

Estimating an amount or range of possible losses resulting from litigation proceedings is inherently difficult and requires an

extensive degree of judgment, particularly where, as here, the matters involve indeterminate claims for monetary damages and

are in the stages of the proceedings where key factual and legal issues have not been resolved. For these reasons, the Company

is currently unable to predict the ultimate timing or outcome of, or reasonably estimate the possible losses or a range of possible

losses resulting from, the matters described above.

Not applicable.

PART II

MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is traded on the NYSE under the ticker CPAY. As of December 31, 2024, there were 313 holders of record

of our common stock.

DIVIDENDS AND STOCK REPURCHASES

We currently expect to retain all future earnings, if any, for use in the operation, expansion of our business and stock

repurchases. We have never declared or paid any dividends on our common stock and do not anticipate paying cash dividends

to holders of our common stock in the foreseeable future. In addition, our credit agreements restrict our ability to pay dividends.

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

arrangements and any future financing arrangements.

The Company's 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 4, 2026. On January 25, 2024, the Board authorized

an increase to the aggregate size of the Program by $1.0 billion to $8.1 billion, and on November 5, 2024, the Board authorized

an increase to the aggregate size of the Program by another $1.0 billion to $9.1 billion. Since the beginning of the Program

through December 31, 2024, 33,090,680 shares have been repurchased for an aggregate purchase price of $7.8 billion, leaving

the Company up to $1.3 billion of remaining authorization available under the Program for future repurchases in shares of its

common stock. There were 4,211,818 common shares totaling $1.3 billion in 2024; 2,597,954 common shares totaling

$0.7 billion in 2023; and 6,212,410 common shares totaling $1.4 billion in 2022 repurchased under the Program. Repurchased

shares are held as treasury stock on the Company's Consolidated Balance Sheets.

Any stock repurchases may be made at times and in such amounts as deemed appropriate. The timing and amount of stock

repurchases, if any, will depend on a variety of factors including the stock price, market conditions, corporate and regulatory

requirements, and any additional constraints related to material inside information the Company may possess. Any repurchases

have been and are expected to be funded by a combination of available cash flow from the business, working capital and debt.

The following table presents information with respect to purchase of common stock of the Company made during the three

months ended December 31, 2024 by the Company as defined in Rule 10b-18(a)(3) under the Exchange Act:

Period		Total Number of Shares Purchased****1		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)
October 1, 2024 through October 31, 2024		581		$336.31		—
November 1, 2024 through November 30, 2024		651,967		$374.26		—
December 1, 2024 through December 31, 2024		—		$—		—		$1,275,399

1 During the quarter ended December 31, 2024, pursuant to our Stock Incentive Plan, we withheld 652,548 shares, at an average price per share of $374.22, in order to satisfy employees' tax withholding obligations in connection with the vesting of awards of restricted stock.

PERFORMANCE GRAPH

The following graph assumes $100 invested on December 31, 2019, at the closing price ($287.72) 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.

RECENT SALES OF UNREGISTERED SECURITIES AND USE OF PROCEEDS

Not Applicable.

RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with

the consolidated financial statements and related notes appearing elsewhere in this report. In addition to historical information,

this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual

results to differ materially from management’s expectations. Factors that could cause such differences include, but are not

limited to, those identified below and those described in Item 1A “Risk Factors” appearing elsewhere in this report. All foreign

currency amounts that have been converted into U.S. dollars in this discussion are based on the exchange rate as reported by

Oanda for the applicable periods.

The following discussion and analysis of our financial condition and results of operations generally discusses 2024 and 2023

items, with year-over-year comparisons between these two years. A detailed discussion of 2023 items and year-over-year

comparisons between 2023 and 2022 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, 2023.

Executive Overview

Effective March 25, 2024, FLEETCOR Technologies, Inc. changed its corporate name to Corpay, Inc. At that time, we ceased

trading under the ticker symbol "FLT" and began trading under our new ticker symbol, "CPAY", on the New York Stock

Exchange (NYSE). Corpay is a global corporate payments company that helps businesses and consumers better manage and

pay their expenses. Corpay's suite of modern payment solutions help customers better manage vehicle-related expenses (e.g.,

fueling, tolls, car registration and parking), lodging expenses (e.g., hotel and extended stay bookings) and corporate payments

(e.g., domestic and international accounts payable and point of sale purchases). This results in our customers saving time and

ultimately spending less. Since its incorporation in 2000, Corpay has delivered payment and spend solutions with customized

controls and robust capabilities that offer our customers a better way to pay.

Businesses spend an estimated $145 trillion each year in transactions with other businesses. In many instances, 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 business-to-business purchases. This often results in wasted time and money due to

unnecessary or unauthorized spending, fraud, receipt collection, data input and consolidation, report generation, reimbursement

processing, account reconciliations, employee disciplinary actions and more.

Corpay’s vision is that every payment is digital, every purchase is controlled and every related decision is informed. Digital

payments are faster and more secure than paper-based methods such as checks and provide timely and detailed data that can be

utilized to effectively reduce unauthorized purchases and fraud, automate data entry and reporting, and eliminate reimbursement

processes. Combining this payment data with analytical tools delivers insights, which managers can use to better run their

businesses. Our wide range of modern, digitized solutions generally provides 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.

Russia Disposition

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 for the year

ended December 31, 2023. 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.

Exclusive of the impact of disposition, our business in Russia accounted for approximately $62.0 million of our income before

income taxes for the year ended December 31, 2023.

Comdata Merchant Solutions Disposition

In May 2024, we signed a definitive agreement to sell the merchant solutions business, a business within the U.S. division of

our Vehicle Payments segment (the "disposal group") to a third party. The transaction was completed during December 2024.

The disposal group's assets and liabilities were recorded at their carrying value. Goodwill of approximately $58.2 million was

allocated to the carrying value of the disposal group based on a relative fair value analysis.

We received total proceeds of $185.5 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 $121.3 million

during the year ended December 31, 2024, which represents the proceeds received less the derecognition of the related net

assets.

Results

Revenues, net, Net Income Attributable to Corpay and Net Income Per Diluted Share Attributable to Corpay. Set forth below

are revenues, net, net income attributable to Corpay and net income per diluted share attributable to Corpay for the years ended

December 31, 2024 and 2023 (in millions, except per share amounts).

		Year Ended December 31,
		2024		2023
Revenues, net		$3,974.6		$3,757.7
Net income attributable to Corpay		$1,003.7		$981.9
Net income per diluted share attributable to Corpay		$13.97		$13.20

Adjusted Net Income Attributable to Corpay, Adjusted Net Income Per Diluted Share Attributable to Corpay, Adjusted

EBITDA and Adjusted EBITDA margin. Set forth below are adjusted net income attributable to Corpay, adjusted net income

per diluted share attributable to Corpay, EBITDA, adjusted EBITDA and adjusted EBITDA margin for the years ended

December 31, 2024 and 2023 (in millions, except per share amounts and percentages).

		Year Ended December 31,
		2024		2023
Adjusted net income attributable to Corpay		$1,364.1		$1,258.6
Adjusted net income per diluted share attributable to Corpay		$19.01		$16.92
Adjusted EBITDA1		$2,129.0		$1,994.2
Adjusted EBITDA margin1		53.6%		53.1%
1 2024 Adjusted EBITDA and Adjusted EBITDA margin are adjusted for a material modification impacting stock based compensation expense and a deal related termination expense.

Adjusted net income attributable to Corpay, adjusted net income per diluted share attributable to Corpay, adjusted EBITDA and

adjusted EBITDA margin are supplemental non-GAAP financial measures of operating performance. See the heading entitled

“Management’s Use of Non-GAAP Financial Measures” for more information and a reconciliation of the non-GAAP financial

measure to the most directly comparable financial measure calculated in accordance with U.S. generally accepted accounting

principles, or GAAP. We use adjusted net income attributable to Corpay, adjusted net income per dilut

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Foreign currency risk

Foreign Earnings

Our international businesses expose us to foreign currency exchange rate changes that can impact translations of foreign-

denominated assets and liabilities into U.S. dollars and future earnings and cash flows from transactions denominated in

different currencies. Revenues from our international businesses were 47.7% and 45.6% of total revenues for the years ended

December 31, 2024 and 2023, respectively. We measure foreign currency exchange risk based on changes in foreign currency

exchange rates using a sensitivity analysis. The sensitivity analysis measures the potential change in earnings based on a

hypothetical 10% change in currency exchange rates. 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,

2024 by approximately $97.8 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, 2023 by

approximately $86.0 million had the U.S. dollar exchange rate increased or decreased relative to the currencies to which we had

exposure.

Unhedged Cross-Currency Risk

With our cross-border payment solutions, we have additional foreign exchange risk and associated foreign exchange risk

management requirements due to the nature of our cross-border payments provider business. The majority of cross-border

payments revenue is from exchanges of currency at spot rates, which enable customers to make cross-currency payments. In our

cross-border payment solutions, we also write foreign currency forward and option contracts for customers to facilitate future

payments. The duration of these derivative contracts at inception is generally less than one year. We aggregate foreign

exchange exposures arising from customer contracts, including the derivative contracts described above, and hedge (economic

hedge) the resulting net currency risks by entering into offsetting contracts with established financial institution counterparties.

Interest rate risk

We are exposed to the risk of changing interest rates on our cash investments and on the unhedged portion of our variable rate

debt. As of December 31, 2024 and 2023, we had $6.7 billion and $5.4 billion, respectively, of variable rate debt outstanding

under our Credit Agreement. See Note 11 to our Consolidated Financial Statements within this Form 10-K for further

information. We use derivative financial instruments to reduce our exposure related to changes in interest rates. As of

December 31, 2024, we had a number of receive-variable SOFR, pay-fixed interest rate swap derivative contracts with a

cumulative notional U.S. dollar value of $4.5 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. While these agreements are intended to lessen the impact of rising interest rates on us, they also

expose us to the risk that the other parties to the agreements will not perform, we could incur significant costs associated with

the settlement of the agreements, the agreements will be unenforceable and the underlying transactions will fail to qualify as

highly-effective cash flow hedges under GAAP. See Note 16 to our Consolidated Financial Statements within this Form 10-K

for further information.

Based on the amounts and mix of our fixed and floating rate debt (exclusive of our Securitization Facility but inclusive of the

aforementioned interest rate swaps) at December 31, 2024 and 2023, if market interest rates had increased or decreased an

average of 100 basis points, our interest expense for the years ended December 31, 2024 and 2023 would have changed by

approximately $22 million and $14 million, respectively. We determined these amounts by considering the impact of the

hypothetical interest rates on our borrowing costs. These analyses do not consider the effects of changes in the level of overall

economic activity that could exist in such an environment.

Fuel price risk

A majority of our Vehicle Payments customers use our products and services in connection with the purchase of fuel.

Accordingly, our revenue is affected by fuel prices, which are subject to significant volatility. A decline in retail fuel prices

could cause a change in our revenue from several sources, including fees paid to us based on a percentage of each customer’s

total purchase. Changes in the absolute price of fuel may also impact unpaid account balances and the late fees and charges

based on these amounts. The impact of changes in fuel price is somewhat mitigated by our agreements with certain merchants,

where the price paid to the merchant is equal to the lesser of the merchant’s cost plus a markup or a percentage of the

transaction purchase price. We do not enter into any fuel price derivative instruments.

Fuel price spread risk

From our merchant and network relationships, we derive revenue from the difference between the price charged to a fleet

customer for a transaction and the price paid to the merchant or network for the same transaction. For certain of our payment

products, the price paid to a merchant or network is calculated as the merchant’s wholesale cost of fuel plus a markup. The

merchant’s wholesale cost of fuel is dependent on several factors including, among others, the factors described above affecting

fuel prices. The fuel price that we charge to our 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 customers, or the fuel

price we charge to our customers decreases at a faster rate than the merchant’s wholesale cost of fuel. Accordingly, if fuel price

spreads contract, we may generate less revenue, which could adversely affect our operating results. The impact of volatility in

fuel spreads is somewhat mitigated by our agreements with certain merchants, where the price paid to the merchant is equal to

cost plus a markup or a percentage of the transaction purchase price.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)	59
Consolidated Balance Sheets at December 31, 2024 and 2023	61
Consolidated Statements of Income for the Years Ended December 31, 2024, 2023 and 2022	62
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022	63
Consolidated Statements of Equity for the Years Ended December 31, 2024, 2023 and 2022	64
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022	65
Notes to Consolidated Financial Statements	66

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Corpay, Inc. and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Corpay, Inc. and subsidiaries (the Company) as of December 31,

2024 and 2023, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three

years in the period ended December 31, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the

period ended December 31, 2024, 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, 2024, 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 27, 2025 expressed an adverse opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the

Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required

to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the

audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error

or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether

due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,

evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting

principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial

statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were

communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material

to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of

critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are

not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts

or disclosures to which they relate.

		Valuation of goodwill
Description of the Matter		At December 31, 2024, the Company’s goodwill was $6.0 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. The Company’s quantitative impairment test involves estimating the fair value of each reporting unit using a discounted cash flow analysis and to a lesser extent, market multiples for comparable companies. During the year ended December 31, 2024, the Company recognized a goodwill impairment loss of $90 million related to the Payroll Card reporting unit. Auditing the Company's estimate of fair value for the Payroll Card reporting unit was complex and subjective due to a high degree of subjectivity of certain assumptions underlying the determination of the reporting unit’s fair value using the discounted cash flow model. These assumptions included forecasts for Earnings before Interest Taxes Depreciation and Amortization (EBITDA) margin as well as the discount rate, which are affected by expectations about future market or economic conditions.

How We Addressed the Matter in Our Audit		To test the estimated fair value of the Payroll Card reporting 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 in evaluating the Company’s estimated discount rate methodology and developing an independent range of reasonable discount rates. We also compared EBITDA margin forecasts to historical results and current industry and economic trends, and we performed sensitivity analyses on the significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the significant assumptions.
		Valuation of acquired customer relationship intangible assets
Description of the Matter		As discussed in Notes 2 and 7 to the consolidated financial statements, the Company completed the acquisitions of Paymerang and GPS Capital Markets, LLC (GPS) for total estimated purchase consideration of $179.2 million and $576.2 million, respectively. The acquisitions were accounted for as business combinations. The Company recorded intangible assets from these acquisitions, including customer and vendor relationships of $542.3 million. The Company used the excess earnings method to estimate the preliminary fair values of the customer relationships, which were ba

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DISCLOSURE

Not applicable.

ITEM 9A**. CONTROLS AND PROCEDURES**

Management Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining an adequate system of internal control over financial reporting

(as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), pursuant to Rule 13a-15(c) of the Exchange Act. 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 company’s internal control over financial reporting includes policies and procedures 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 company, (ii)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in

accordance with GAAP, and that receipts and expenditures of the company are being made only in accordance with

authorizations of management and directors of the company, and (iii) 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.

Under the supervision and with the participation of our management, we assessed the effectiveness of our internal control over

financial reporting as of December 31, 2024, using the criteria set forth by the Committee of Sponsoring Organizations of the

Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). 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, 2024, we identified the following material weakness 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 prior 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.

Based on this material weakness, the Company’s management concluded that at December 31, 2024, the Company’s internal

control over financial reporting was not effective.

The Company’s independent registered public accounting firm, Ernst & Young LLP has issued an adverse audit report on the

effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, which appears in Item 9A of

this Annual Report.

As a result of the identification of the material weakness, 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,

2024 were prepared in accordance with GAAP. Based on these procedures and analysis, and notwithstanding the material

weakness 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 weakness, which is described below.

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, 2024, the internal controls related to three subsidiaries that we

acquired during the year ended December 31, 2024, and for which financial results are included in our consolidated financial

statements.

During 2024, the Company acquired 70% of Zapay, a Brazil-based digital consumer mobility solution for paying vehicle-

related taxes and compliance fees; Paymerang, a U.S.-based leader in accounts payables automation solutions; and GPS Capital

Markets, a U.S.-based provider of business-to-business cross-border and treasury management solutions to upper middle market

companies. Collectively, we refer to these transactions as the 2024 Acquisitions. In the evaluation of internal control over

financial reporting, management excluded the operations of acquired entities in the 2024 Acquisitions from the assessment of

internal control over financial reporting as of December 31, 2024. These operations were excluded in accordance with the

SEC’s general guidance because they and the related entities were acquired in purchase business combinations in 2024. These

2024 Acquisitions constituted 10.9% of total assets at December 31, 2024, and 1.5% of revenues, net for the year then ended.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness for future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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.

Changes in Internal Control over Financial Reporting

Except for the remediation described above, there have been no other changes in our internal control over financial reporting (as

defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) during our fourth quarter ended December 31, 2024 that have

materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Corpay, Inc. and Subsidiaries

Opinion on Internal Control over Financial Reporting

We have audited Corpay, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2024, 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, because of the effect of the material weakness

described below on the achievement of the objectives of the control criteria, Corpay, Inc. and subsidiaries (the Company) has

not maintained effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

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 weakness has been identified and included in management’s

assessment.

A material weakness in internal controls 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. As a result, business process application and manual controls that are dependent on

the affected ITGCs were also deemed ineffective because they could have been adversely impacted.

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

Zapay, Paymerang, and GPS Capital Markets (the 2024 Acquisitions), which are included in the 2024 consolidated financial

statements of the Company and constituted 10.9% of total assets as of December 31, 2024 and 1.5% 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 2024 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, 2024 and 2023, the related consolidated

statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December

31, 2024, and the related notes. This material weakness was considered in determining the nature, timing and extent of audit

tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report dated February

27, 2025 which expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its

assessment of the effectiveness of internal control over financial reporting included in the accompanying Management Report

on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control

over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be

independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the

audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all

material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material

weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk and

performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a

reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles. 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.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Atlanta, Georgia

February 27, 2025

Rule 10b5-1 Trading Plans

During the three months ended December 31, 2024, 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.”

None.

PART III

A list of our executive officers and biographical information appears in Part I of this Form 10-K. 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 11, 2025 (the “Proxy Statement”). Information about our Audit Committee

may be found under the caption “Board Meetings and Committees” in the Proxy Statement. The foregoing information is

incorporated herein by reference.

The information in the Proxy Statement set forth under the caption “Delinquent Section 16(a) Reports” is incorporated herein

by reference.

We have adopted the Corpay Code of Business Conduct and Ethics (the “code of ethics”), which applies to our Chief Executive

Officer, Chief Financial Officer, Chief Accounting Officer, Corporate Controller and other finance organization employees.

The code of ethics is publicly available on our website at www.corpay.com under Investor Relations. If we make any

substantive amendments to the code of ethics or grant any waiver, including any implicit waiver, from a provision of the code

to our Chief Executive Officer, Chief Financial Officer, or Chief Accounting Officer, we will disclose the nature of the

amendment or waiver on that website or in a report on Form 8-K.

We have adopted an Insider Trading Policy governing the purchase, sale and other dispositions of its securities by the

Company, directors, officers, managers and employees that is reasonably designed to promote compliance with insider trading

laws, rules and regulations and NYSE listing standards. The Insider Trading Policy is filed with this Form 10-K as Exhibit 19.1.

The information in the Proxy Statement set forth under the captions “Director Compensation,” “2024 Named Executive Officer

Compensation,” “Compensation Committee Report,” and “Compensation Committee Interlocks and Insider Participation” is

incorporated herein by reference.

AND RELATED STOCKHOLDER MATTERS

The information in the Proxy Statement set forth under the captions “Information Regarding Beneficial Ownership of Principal

Shareholders, Directors, and Management” and “Equity Compensation Plan Information” is incorporated herein by reference.

INDEPENDENCE

The information set forth in the Proxy Statement under the captions “Director Independence” and “Certain Relationships and

Related-Party Transactions” is incorporated herein by reference.

Information concerning principal accountant fees and services appears in the Proxy Statement under the headings “Fees Billed

by Ernst & Young LLP” and “Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of

Independent Auditor” and is incorporated herein by reference.

PART IV

(a) Financial Statements and Schedules

The financial statements are set forth under Item 8 of this Form 10-K, as indexed below. Financial statement schedules have

been omitted since they either are not required, not applicable, or the information is otherwise included.

Index to Financial

Statements

	Page
Report of Independent Registered Public Accounting Firm	59
Consolidated Balance Sheets at December 31, 2024 and 2023	61
Consolidated Statements of Income for the Years Ended December 31, 2024, 2023 and 2022	62
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022	63
Consolidated Statements of Equity for the Years Ended December 31, 2024, 2023 and 2022	64
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022	65
Notes to Consolidated Financial Statements	66

(b) Exhibit Listing

Exhibit no.
3.1	Amended and Restated Certificate of Incorporation of Corpay (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)
3.2	Certificate of Ownership and Merger, dated March 7, 2024 (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 March 12, 2024)
3.3	Amended and Restated Bylaws of Corpay, effective as of March 24, 2024 (incorporated by reference to Exhibit 3.2 to the registrant's Form 8-K, File No. 001-35004, filed with the SEC on March 12, 2024)
4.1	Form of Stock Certificate for Common Stock (incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on June 29, 2010)
4.2	Description of FLEETCOR Technologies, Inc. Common Stock Registered under Section 12 of the Securities Exchange Act (incorporated by reference to Exhibit 4.2 to the registrant’s Form 10-K, File No. 001-35004, filed with the SEC on March 2, 2020)
10.1*	Form of Indemnity Agreement entered into between Corpay and its directors and executive officers (incorporated by reference to Exhibit 10.1 to Amendment No. 3 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on June 29, 2010)
10.2*	Form of Incentive Stock Option Award Agreement pursuant to the FLEETCOR Technologies, Inc. Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to Amendment No. 1 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on May 20, 2010)
10.3*	Form of Non-Qualified Stock Option Award Agreement pursuant to the FLEETCOR Technologies, Inc. Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 10.8 to Amendment No. 1 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on May 20, 2010)
10.4*	Form of Performance Share Restricted Stock Agreement pursuant to the FLEETCOR Technologies, Inc. Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 10.9 to Amendment No. 1 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on May 20, 2010)
10.5*	FLEETCOR Technologies, Inc. Annual Executive Bonus Program (incorporated by reference to Exhibit 10.11 to Amendment No. 2 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on June 8, 2010)
10.6*	Employee Noncompetition, Nondisclosure and Developments Agreement, dated September 25, 2000, between Fleetman, Inc. and Ronald F. Clarke (incorporated by reference to Exhibit 10.12 to Amendment No. 2 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on June 8, 2010)

10.7	Sixth Amended and Restated Registration Rights Agreement, dated April 1, 2009, between FLEETCOR Technologies, Inc. and each of the stockholders party thereto (incorporated by reference to Exhibit 10.17 to Amendment No. 2 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on June 8, 2010)
10.8	First Amendment to Sixth Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit No. 10.17 to the registrant’s form 10-K, File No. 001-35004. with the SEC on March 25, 2011)
10.9	Form of Indemnity Agreement to be entered into between Corpay and representatives of its major stockholders (incorporated by reference to Exhibit 10.37 to Amendment No. 3 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on June 29, 2010)
10.10*	Form of Director Restricted Stock Grant Agreement pursuant to the FLEETCOR Technologies, Inc. 2010 Equity Compensation Plan (incorporated by reference to Exhibit 10.38 to Amendment No. 6 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on November 30, 2010)
10.11*	Form of Employee Performance Share Restricted Stock Agreement pursuant to the FLEETCOR Technologies, Inc. 2010 Equity Compensation Plan (incorporated by reference to Exhibit 10.39 to Amendment No. 6 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on November 30, 2010)
10.12*	Form of Employee Incentive Stock Option Award Agreement pursuant to the FLEETCOR Technologies, Inc. 2010 Equity Compensation Plan (incorporated by reference to Exhibit 10.40 to Amendment No. 6 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on November 30, 2010)
10.13*	Form of Employee Non-Qualified Stock Option Award Agreement pursuant to the FLEETCOR Technologies, Inc. 2010 Equity Compensation Plan (incorporated by reference to Exhibit 10.41 to Amendment No. 6 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on November 30, 2010)
10.14*	Form of Director Non-Qualified Stock Option Award Agreement pursuant to the FLEETCOR Technologies, Inc. 2010 Equity Compensation Plan (incorporated by reference to Exhibit 10.42 to Amendment No. 6 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on November 30, 2010)
10.15*	Amended and Restated Employee Noncompetition, Nondisclosure and Developments Agreement, dated November 29, 2010, between FLEETCOR Technologies, Inc. and Ronald F. Clarke (incorporated by reference to Exhibit No. 10.43 to Amendment No. 6 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on November 30, 2010)
10.16	Arrangement Agreement Among FLEETCOR Luxembourg Holdings2 S.À.R.L, FLEETCOR Technologies, Inc. and CTF Technologies, Inc. (incorporated by reference to Exhibit 10.1 to the registrant’s Form 10-Q, File No. 001-35004, filed with the SEC on May 10, 2012)
10.17*	Corpay 2010 Equity Compensation Plan, as amended and restated effective April 13, 2022 (incorporated by reference to Exhibit No. 10.17 to the registrant's Form 10-K, File No. 001-35004, filed with the SEC on February 28, 2023)
10.18*	FLEETCOR Technologies, Inc. Section 162(M) Performance—Based Program (incorporated by reference to Annex A to the registrant’s Proxy Statement, File No. 001-35004, filed with the SEC on April 18, 2014)
10.19*	FLEETCOR Technologies, Inc. Amended and Restated 2010 Equity Compensation Plan, Key Employee Performance-Based Stock Option Certification to Ronald F. Clarke, dated September 30, 2021(incorporated by reference to Exhibit 10.4 to the registrant's Form 10-Q, File No. 001-35004, filed with the SEC on November 9, 2021)
10.20	Credit Agreement, dated October 24, 2014, among FLEETCOR Technologies Operating Company, LLC, as Borrower, FLEETCOR Technologies, Inc., as Parent, FLEETCOR Technologies Operating Company, LLC, as a borrower and guarantor, certain of the our foreign subsidiaries as borrowers, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer and a syndicate of financial institutions (incorporated by reference to Exhibit No. 10.4 to the registrant’s Form 10-Q, File No. 001-35004, filed with the SEC on November 10, 2014)
10.21	Fifth Amended and Restated Receivables Purchase Agreement, dated November 14, 2014, by and among FLEETCOR Technologies, Inc. and PNC Bank, National Association, as administrator for a group of purchasers and purchaser agents, and certain other parties (incorporated by reference to Exhibit No. 10.1 to the registrant’s Form 8-K, File No. 001-35004, filed with the SEC on November 17, 2014)
10.22	Amended and Restated Performance Guaranty dated as of November 14, 2014 made by FLEETCOR Technologies, Inc. and FLEETCOR Technologies Operating Company, LLC, in favor of PNC Bank, National Association, as administrator under the Fifth Amended and Restated Receivables Purchase Agreement (incorporated by reference to Exhibit 10.32 to the registrant’s Form 10-K, File No. 001-35004, filed with the SEC on March 2, 2015)

10.23	Amended and Restated Purchase and Sale Agreement dated as of November 14, 2014, among various entities listed on Schedule I thereto, as originators, and FLEETCOR Funding LLC (incorporated by reference to Exhibit 10.33 to the registrant’s Form 10-K, File No. 001-35004, filed with the SEC on March 2, 2015)
10.24	Receivables Purchase and Sale Agreement dated as of November 14, 2014, among Comdata TN, Inc. and Comdata Network, Inc. of California, as the sellers, and Comdata Inc., as the buyer (incorporated by reference to Exhibit 10.34 to the registrant’s Form 10-K, File No. 001-35004, filed with the SEC on March 2, 2015)
10.25	Investor Rights Agreement, dated November 14, 2014, between FLEETCOR Technologies, Inc. and Ceridian LLC (incorporated by reference to Exhibit 10.35 to the registrant’s Form 10-K, File No. 001-35004, filed with the SEC on March 2, 2015)
10.26*	Offer Letter, dated July 29, 2014, between FLEETCOR Technologies, Inc. and Armando Lins Netto (incorporated by reference to Exhibit 10.1 to the registrant’s Form 10-Q, File No. 001-35004, filed with the SEC on May 11, 2015)
10.27	First Amendment to the Fifth Amended and Restated Receivables Purchase Agreement, dated as of November 5, 2015, by and among FLEETCOR Funding LLC, FLEETCOR Technologies Operating Company, LLC and PNC Bank, National Association, as administrator for a group of purchasers and purchaser agents, and certain other parties (incorporated by reference to Exhibit 10.2 to the registrant’s Form 10-Q, File No. 001-35004, filed with the SEC on November 9, 2015)
10.28*	Employee agreement on confidentiality, work product, non-competition, and non-solicitation (incorporated by reference to Exhibit 10.38 to the registrant's Form 10-K, File No. 001-35004, filed with the SEC on February 29, 2016)
10.29	Second Amendment to the Fifth Amended and Restated Receivables Purchase Agreement, dated as of December 1, 2015, by and among FLEETCOR Funding LLC, FLEETCOR Technologies Operating Company, LLC and PNC Bank, National Association, as administrator for a group of purchasers and purchaser agents, and certain other parties (incorporated by reference to Exhibit 10.39 to the registrant's Form 10-K, File No. 001-35004, filed with the SEC on February 29, 2016)
10.30	First Amendment to Credit Agreement and Lender Joinder Agreement, dated as of August 22, 2016, by and among FLEETCOR Funding LLC, FLEETCOR Technologies Operating Company, LLC and PNC Bank, National Association, as administrator for a group of purchasers and purchaser agents, and certain other parties (incorporated by reference to Exhibit 10.1 to the registrant’s Form 10-Q, File No. 001-35004, filed with the SEC on November 9, 2016)
10.31	Second Amendment to Credit Agreement, dated as of January 2017, among FLEETCOR Technologies Operating Company, LLC, as the Company, FLEETCOR Technologies, Inc., as the Parent, the designated borrowers party hereto, the other guarantors party hereto, Bank of America, N.A., as administrative agent, swing line lender and l/c issuer, and the other lenders party hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sole lead arranger and sole bookrunner (incorporated by reference to Exhibit 10.41 to the registrant's Form 10-K, File No. 001-35004, filed with the SEC on March 1, 2017)
10.32	Third Amendment to Credit Agreement, dated as of August 2, 2017, among FLEETCOR Technologies Operating Company, LLC, as the Company, FLEETCOR Technologies, Inc., as the Parent, the designated borrowers party hereto, the other guarantors party hereto, Bank of America, N.A., as administrative agent, swing line lender and l/c issuer, and the other lenders party hereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sole lead arranger and sole bookrunner (incorporated by reference to Exhibit 10.1 to the registrant’s Form 10-Q, File No. 001-35004, filed with the SEC on August 8, 2017)
10.33	Third Amendment to Fifth Amended and Restated Receivables Purchase Agreement, dated as of November 14, 2017, by and among FLEETCOR Funding LLC, FLEETCOR Technologies Operating Company, LLC, PNC Bank, National Association, as administrator for a group of purchasers and purchase agents, and certain other parties (incorporated by reference to Exhibit 10.43 to the registrant's Form 10-K, File No. 001-35004, filed with the SEC on March 1, 2018)
10.35	Fourth Amendment to Credit Agreement, dated August 30, 2018, among FLEETCOR Technologies Operating Company, LLC, FLEETCOR Technologies Operating Company, LLC, FleetCor Technologies, Inc., the designated borrowers party thereto, Cambridge Mercantile Corp. (U.S.A.), the other guarantors party thereto, Bank of America, N.A., as administrative agent, swing line lender and l/c issuer, and the other lenders party thereto (incorporated by reference to Exhibit 10.2 to the registrant's Form 10-Q, File No. 001-35004, filed with the SEC on November 8, 2018)
10.36	Fourth Amendment to Fifth Amended and Restated Receivables Purchase Agreement, dated August 30, 2018, by and among FLEETCOR Funding LLC, FLEETCOR Technologies Operating Company, LLC, PNC Bank, National Association as administrator for a group of purchasers and purchaser agents, and certain other parties thereto (incorporated by reference to exhibit 10.3 to the registrant's Form 10-Q, File No. 001-35004, filed with the SEC on November 8, 2018)

10.37	Fifth Amendment to Credit Agreement, dated as of December 19, 2018, among FLEETCOR Technologies Operating Company, LLC, as the Company, FLEETCOR Technologies, Inc., as the Parent, the designated borrowers party hereto, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the other lenders party hereto Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sole lead arranger and sole bookrunner (incorporated by reference to exhibit 10.47 to the registrant's Form 10-K, File No. 001-35004, filed with the SEC on March 1, 2019)
10.38	Fifth Amendment to the Fifth Amended and Restated Receivables Purchase Agreement, dated December 19, 2018 by and among FLEETCOR Funding LLC, FLEETCOR Technologies Operating Company, LLC, PNC Bank, National Association as administrator for a group of purchasers and purchaser agents, and certain other parties thereto (incorporated by reference to exhibit 10.3 to the registrant's Form 10-Q, File No. 001-35004, filed with the SEC on May 10, 2019)
10.39	Sixth Amendment to the Fifth Amended and Restated Receivables Purchase Agreement, dated February 8, 2019 by and among FLEETCOR Funding LLC, FLEETCOR Technologies Operating Company, LLC, PNC Bank, National Association as administrator for a group of purchasers and purchaser agents, and certain other parties thereto (incorporated by reference to exhibit 10.4 to the registrant's Form 10-Q, File No. 001-35004, filed with the SEC on May 10, 2019)
10.40	Sixth Amendment to Credit Agreement, dated as of August 2, 2019, among FLEETCOR Technologies Operating Company, LLC, as the Company, FLEETCOR Technologies, Inc., as the Parent, the designated borrowers party hereto, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the other lenders party hereto Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sole lead arranger and sole bookrunner (incorporated by reference to Exhibit 10.5 to the registrant's Form 10-Q, File No. 001-35004, filed with the SEC on August 9, 2019)
10.41	Seventh Amendment to Credit Agreement, dated as of November 14, 2019, among FLEETCOR Technologies Operating Company, LLC, as the Company, FLEETCOR Technologies, Inc., as the Parent, the designated borrowers party hereto, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the other lenders party hereto Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sole lead arranger and sole bookrunner (incorporated by reference to Exhibit 10.53 to the registrant's Form 10-k, File No. 001-35004, filed with the SEC on March 2, 2020)
10.42	Eighth Amendment to Credit Agreement, dated as of April 24, 2020, among FLEETCOR Technologies Operating Company, LLC, as the Company, FLEETCOR Technologies, Inc., as the Parent, the designated borrowers party hereto, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the other borrowers hereto Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sole lead arranger and sole bookrunner (incorporated by reference to Exhibit 10.1 to the registrant's Form 10-Q, File No. 001-35004, filed with the SEC on May 11, 2020)
10.44	Seventh Amendment to the Fifth Amended and Restated Receivables Purchase Agreement, dated November 13, 2020 by and among FLEETCOR Funding LLC, FLEETCOR Technologies Operating Company, LLC, PNC Bank, National Association as administrator for a group of purchasers and purchaser agents, and certain other parties thereto (incorporated by reference to Exhibit 10.50 to the registrant's Form 10-k, File No. 001-35004, filed with the SEC on March 2, 2020)
10.45	Eighth Amendment to the Fifth Amended and Restated Receivables Purchase Agreement, dated March 29, 2021 by and among FLEETCOR Funding LLC, FLEETCOR Technologies Operating Company, LLC, PNC Bank, National Association as administrator for a group of purchasers and purchaser agents, and certain other parties thereto (incorporated by reference to Exhibit 10.1 to the registrant's Form 10-Q, File No. 001-35004, filed with the SEC on May 10, 2021)
10.52	Ninth Amendment to Credit Agreement, dated as of April 30, 2021 among FLEETCOR Technologies Operating Company, LLC, as the Company, FLEETCOR Technologies, Inc., as the Parent, the designated borrowers party hereto, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the other borrowers hereto (incorporated by reference to Exhibit 10.2 to the registrant's Form 10-Q, File No. 001-35004, filed with the SEC on May 10, 2021)
10.53	Ninth Amendment to the Fifth Amended and Restated Receivables Purchase Agreement, dated September 15, 2021 by and among FLEETCOR Funding LLC, FLEETCOR Technologies Operating Company, LLC, PNC Bank, National Association as administrator for a group of purchasers and purchaser agents, and certain other parties thereto (incorporated by reference to Exhibit 10.3 to the registrant's Form 10-Q, File No. 001-35004, filed with the SEC on November 9, 2021)
10.54	Tenth Amendment to Credit Agreement, dated as of November 16, 2021 among FLEETCOR Technologies Operating Company, LLC, as the Company, FLEETCOR Technologies, Inc., as the Parent, the designated borrowers party hereto, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the other borrowers hereto (incorporated by reference to Exhibit 10.54 to the registrant's on Form 10-K, File No. 001-35004, filed with the SEC on March 1, 2022)

10.55	Eleventh Amendment to Credit Agreement, dated as of December 22, 2021 among FLEETCOR Technologies Operating Company, LLC, as the Company, FLEETCOR Technologies, Inc., as the Parent, the designated borrowers party hereto, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the other borrowers hereto (incorporated by reference to Exhibit 10.55 to the registrant's Form 10-K, File No. 001-35004, filed with the SEC on March 1, 2022)
10.56	Tenth Amendment to the Fifth Amended and Restated Receivables Purchase Agreement, dated March 23, 2022 by and among by and among FLEETCOR Funding LLC, FLEETCOR Technologies Operating Company, LLC, PNC Bank, National Association as administrator for a group of purchasers and purchaser agents, and certain other parties thereto (incorporated by reference to Exhibit 10.1 to the registrant's Form 10-Q, File No. 001-35004, filed with the SEC on May 9, 2022)
10.57	Twelfth Amendment to the Credit Agreement, dated as of June 24, 2022 among FLEETCOR Technologies Operating Company, LLC, as the Company, FLEETCOR Technologies, Inc., as the Parent, Cambridge Mercantile Corp. (USA) as the additional borrower, Bank of America, N.A., as administrative agent, a domestic swing line lender, the foreign swing line lender and the L/C issuer, and the other lenders party hereto (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q, File No. 001-35004, filed with the SEC on August 9, 2022)
10.58	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 hereto (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q, File No. 001-35004, filed with the SEC on November 9, 2023)
10.59	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 (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, File No. 001-35004, filed with the SEC on May 9, 2024)
10.60	Fifteenth Amendment to the Credit Agreement, dated as of September 26, 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 (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, File No. 001-35004, filed with the SEC on November 8, 2024)
10.61*	Offer letter, dated May 23, 2022, between FLEETCOR Technologies, Inc. and Alan King (incorporated by reference to Exhibit 10.3 to the registrant's Form 10-Q, File No. 001-35004, filed with the SEC on August 9, 2022)
10.62	Eleventh Amendment to the Fifth Amended and Restated Receivables Purchase Agreement, dated August 18, 2022 by and among by and among FLEETCOR Funding LLC, FLEETCOR Technologies Operating Company, LLC, PNC Bank, National Association as administrator for a group of purchasers and purchaser agents, and certain other parties thereto (incorporated by reference to Exhibit 10.4 to the registrant's Form 10-Q, File No. 001-35004, filed with the SEC on November 8, 2022)
10.63	Cooperation Agreement, dated as of March 15, 2023, by and among FLEETCOR Technologies, Inc., D.E. Shaw Oculus Portfolios, L.L.C. and D.E. Shaw Valence Portfolios, L.L.C. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, File No. 001-35004, filed with the SEC on March 20, 2023)
10.64*	Offer letter, dated February 24, 2023, between FLEETCOR Technologies, Inc. and Tom Panther (incorporated by reference to Exhibit 10.2 to the registrant's Form 10-Q, File No. 001-35004, filed with the SEC on May 10, 2023)
10.65	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 (incorporated by reference to Exhibit 10.63 to the Registrant's Form 10-K, File No. 001-35004, filed with the SEC on February 29, 2024)
10.66*	Corpay, Inc. Amended and Restated 2010 Equity Compensation Plan, Key Employee Performance-Based Stock Option Amended Certification to Ronald F. Clarke, dated October 23, 2024 (incorporated by reference to Exhibit 10.2 to the Registrant's Form 10-Q, File No. 001-35004, filed with the SEC on November 8, 2024)
10.67**	Thirteenth Amendment to the Fifth Amended and Restated Receivables Purchase Agreement, dated January 24, 2025 by and among by and among FleetCor Funding LLC, Corpay Technologies Operating Company, LLC, Corpay, Inc., PNC Bank, National Association as administrator for a group of purchasers and purchaser agents, and certain other parties hereto

10.68**	Sixteenth Amendment to the Credit Agreement, dated as of February 20, 2025 among Corpay Technologies Operating Company, LLC, as the Company, Corpay, Inc., as the Parent, Cambridge Mercantile Corp. (U.S.A.) as the additional borrower, Bank of America, N.A., as administrative agent and the foreign swing line lender, and the other lenders party hereto
19.1**	Insider Trading Policy
21.1**	List of subsidiaries of Corpay, Inc.
23.1**	Consent of Independent Registered Public Accounting Firm
31.1**	Certification of Chief Executive Officer Pursuant to Section 302
31.2**	Certification of Chief Financial Officer Pursuant to Section 302
32.1**	Certification of Chief Executive Officer Pursuant to Section 906
32.2**	Certification of Chief Financial Officer Pursuant to Section 906
97.1*	FLEETCOR Technologies, Inc. Compensation Recoupment Policy, effective as of October 23, 2023 (incorporated by reference to Exhibit 97.1 to the Registrant's Form 10-K, File No. 001-35004, filed with the SEC on February 29, 2024)
101	The following financial information for the registrant formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Equity; (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements
104	Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)

*	Identifies management contract or compensatory plan or arrangement.
**	Filed herewith

None.

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 27, 2025.

Corpay, Inc.
By:		/s/ RONALD F. CLARKE
		Ronald F. Clarke
		President and Chief Executive Officer

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 27, 2025.

Signature		Title
/s/ RONALD F. CLARKE		President, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
Ronald F. Clarke
/s/ TOM PANTHER		Chief Financial Officer (Principal Financial Officer)
Tom Panther
/s/ ALISSA B. VICKERY		Chief Accounting Officer (Principal Accounting Officer)
Alissa B. Vickery
/s/ ANNABELLE G. BEXIGA		Director
Annabelle G. Bexiga
/s/ JOSEPH W. FARRELLY		Director
Joseph W. Farrelly
/s/ THOMAS M. HAGERTY		Director
Thomas M. Hagerty
/s/ RAHUL GUPTA		Director
Rahul Gupta
/s/ ARCHIE L. JONES, JR.		Director
Archie L. Jones, Jr.
/s/ RICHARD MACCHIA		Director
Richard Macchia
/s/ HALA G. MODDELMOG		Director
Hala G. Moddelmog
/s/ JEFFREY S. SLOAN		Director
Jeffrey S. Sloan
/s/ STEVEN T. STULL		Director
Steven T. Stull
/s/ GERALD C. THROOP		Director
Gerald C. Throop