Corpay (CPAY) 10-K risk factor changes: FY2024 vs FY2023

*You should carefully consider the following [removed: risks applicable to] [added: risks* *applicable* *to] us.

[removed: If any of the following risks actually occur, our business, operating] [added: *operating] results, financial condition and the trading price of our common stock could be materially adversely affected.

[removed: The risks] [added: *risks] discussed below also include forward-looking statements, and our actual results may differ substantially from [removed: those discussed in these forward-looking statements.][added: those*]

[removed: We are dependent on the efficient and uninterrupted operation of interconnected computer systems, telecommunications, data] [added: data] centers and call centers, including technology and network systems managed by multiple third parties, which [removed: could result in our inability to prevent disruptions in our services.][added: could]

Our ability to provide reliable service to customers, cardholders and other network participants depends upon uninterrupted [removed: operation of our data centers and call centers as well as third-party labor and services providers.]

[removed: 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 [removed: secure, uninterrupted and error-free manner.]

Our subsidiaries operate in various countries and country specific factors, such as power availability, telecommunications [removed: carrier redundancy, embargoes and regulation can adversely impact our information processing by or for our local subsidiaries.]

[removed: However, there could be material] delays in fully activating backup facilities depending on the nature of the breakdown, security breach or catastrophic event [removed: (such as fire, explosion, flood, pandemic, natural disaster, power loss, telecommunications failure or physical break-in).]

[removed: We] [added: Although, we] have controls and documented measures to mitigate these [removed: risks but] [added: risks,] these mitigating controls might not reduce the [removed: 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 [removed: damage customer relationships, decrease our profitability and expose us to liability.][added: damage]

[removed: A system outage could] adversely affect our business, financial condition or results of operations, including by damaging our reputation or exposing us [removed: to third-party liability.]

To successfully operate our business, we must be able to protect our processing and other systems from [removed: interruption, including from events that may be beyond our control.]

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

Although we have taken steps to protect against data loss and system failures, there is still risk that we may lose [removed: critical data or experience system failures.]

[removed: We often encounter] delays and cost overruns in developing changes implemented to our systems.

In addition, the underlying software may contain [removed: undetected errors, viruses or defects.]

[removed: 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 [removed: 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 [removed: defects that could adversely affect our business, financial condition or results of operations.]

[removed: Although we attempt to limit] our [removed: 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 [removed: liability.]

We may not be able to adequately protect our systems or the data we collect from continually evolving cybersecurity risks [removed: or other technological risks, which could subject us to liability and damage our reputation.][added: or]

[removed: We electronically receive, process, store and transmit data and sensitive information about our customers and merchants,] including bank account information, social security numbers, expense [removed: data,] [added: data] and credit card, debit card and checking account [removed: numbers.]

We endeavor to keep this information confidential; however, our websites, networks, information systems, services [removed: and technologies may be targeted for sabotage, disruption or misappropriation.]

[removed: 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 [removed: are critical to the successful operation of our business.]

[removed: 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 [removed: interruptions in our service and operations.]

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

[removed: 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.

[removed: Threats to] our [removed: systems and our] associated third parties’ systems can derive from human error, fraud or malice on the part of employees or third parties, or [removed: may result from accidental technological failure.]

Computer viruses can be distributed and could infiltrate our systems or those [removed: of our associated third parties.]

[removed: 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.

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

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

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

We could also be subject to liability for claims relating to misuse of personal information, such as unauthorized marketing [removed: purposes and violation of data privacy laws.]

[removed: For example, we are subject to a variety of U.S. and international statutes, regulations,] [added: regulations] and rulings relevant to the direct email marketing and text-messaging industries.

[removed: While we believe we are in] compliance with the relevant laws and regulations, if we were ever found to be in violation, our business, financial condition, [removed: operating results and cash flows could be materially adversely affected.]

[removed: We cannot provide assurance that the contractual] requirements related to security and privacy that we impose on our service providers who have access to customer and [removed: consumer data will be followed or will be adequate to prevent the unauthorized use or disclosure of data.]

[removed: In addition, we have] agreed in certain agreements to take certain protective measures to ensure the confidentiality of customer data.

[removed: The costs of] systems and procedures associated with such protective measures, as well as the cost of deploying additional personnel, training [removed: our employees and hiring outside experts, may increase and could adversely affect our ability to compete effectively.]

[removed: Any] failure to adequately enforce or provide these protective measures could result in liability, protracted and costly litigation, [removed: governmental and card network intervention and fines, remediation costs, and with respect to misuse of personal information of our customers, lost revenue and reputational harm.]

If any of the following risks actually occur, our business,*

The*

*discussed in these forward-looking statements.

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

result in our inability to prevent disruptions in our services.

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

Our business involves

secure, uninterrupted and error-free manner.

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

subsidiaries.

However, there could be material

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

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

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

A system outage could

to third-party liability.

interruption, including from events that may be beyond our control.

Events that could cause system interruptions include, but

acts and war.

critical data or experience system failures.

We often encounter

undetected errors, viruses or defects.

Defects in our software products and errors or delays in our processing of electronic

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

claims.

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

liability.

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,

numbers.

and technologies may be targeted for sabotage, disruption or misappropriation.

The uninterrupted operation of our information

are critical to the successful operation of our business.

Unauthorized access to our networks and computer systems could result

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,

Other than a previously disclosed unauthorized access incident during the second quarter of 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.

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

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

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

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

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

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

Our primary competitors in Europe, Australia and New Zealand are independent fleet card providers, major oil companies and petroleum marketers that issue branded fleet cards, and providers of card outsourcing services to major oil companies and petroleum marketers.

Our primary competitors in Latin America are independent providers of fleet cards and vouchers for food, fuel, tolls, and transportation and major oil companies and providers of card outsourcing services to major oil companies and petroleum marketers who offer commercial fleet cards.

A decline in retail fuel prices or contraction in fuel price spreads could adversely affect our revenue and operating results.

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

When such volatility leads to a decline in retail fuel prices or a contraction of fuel price spreads, our revenue and operating results could be adversely affected.

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

In our Cross-Border solution, we facilitate payment and foreign exchange solutions, primarily cross-border, cross-currency transactions, for small and medium size enterprises and other organizations.

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

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

As a result of our foreign operations, we are subject to risks related to changes in currency rates for revenue generated in currencies other than the U.S. dollar.

In addition, international acquisitions often involve additional or increased risks including difficulty managing geographically separated organizations, systems and facilities, difficulty integrating personnel with diverse business backgrounds, languages and organizational cultures, difficulty and expense introducing our corporate policies or controls and increased expense to comply with foreign regulatory requirements applicable to acquisitions.

Further, an acquisition may negatively affect our operating results because it may require us to incur charges and substantial debt or other liabilities, may cause adverse tax consequences, substantial depreciation and amortization or deferred compensation charges, may require the amortization, write-down or impairment of amounts related to deferred compensation, goodwill and other intangible assets, may include substantial contingent consideration payments or other compensation that reduce our earnings during the quarter in which incurred, or may not generate sufficient financial return to offset acquisition costs.

Our business in foreign countries may be adversely affected by operational and political risks that are greater than in the U.S.

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

The current military conflicts between Russia and Ukraine, as well as within the Middle East, are creating substantial uncertainty about the global economy in the future.

Although the length, impact and outcome of the ongoing military conflicts between Russia and Ukraine and within the Middle East are highly unpredictable, these conflicts could lead to significant market and other disruptions.

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

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

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

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

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

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

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

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

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

Further, operating in international markets requires significant management attention and financial resources.

Other Financial Risks

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

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

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

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with [removed: the consolidated financial statements and related notes appearing elsewhere in this report.]

[removed: In addition to historical information,] this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual [removed: results to differ materially from management’s expectations.]

[removed: 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.

[removed: All foreign] currency amounts that have been converted into U.S. dollars in this discussion are based on the exchange rate as reported by [removed: Oanda for the applicable periods.]

The following discussion and analysis of our financial condition and results of operations generally discusses [removed: 2023] [added: 2024] and [removed: 2022 items, with year-over-year comparisons between these two years.][added: 2023]

[removed: A detailed discussion of 2022 items and year-over-year] comparisons between [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] that are not included in this Annual Report on Form 10-K can be found in “Management’s [removed: 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, 2022.]

[removed: FLEETCOR] [added: Corpay] is a global [added: corporate] payments company that helps businesses and consumers better manage [removed: their expenses.][added: and]

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

This results in our customers saving time and [removed: ultimately spending less.]

Businesses spend an estimated [removed: $135] [added: $145] trillion each year in transactions with other businesses.

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

[removed: This often results in wasted time and money due to] unnecessary or unauthorized spending, fraud, receipt collection, data input and consolidation, report generation, reimbursement [removed: processing, account reconciliations, employee disciplinary actions, and more.]

[removed: FLEETCOR’s] [added: Corpay’s] vision is that every payment is digital, every purchase is [removed: controlled,] [added: controlled] and every related decision is informed.

[removed: Digital] payments are faster and more secure than paper-based methods such as [removed: checks,] [added: checks] and provide timely and detailed data that can be [removed: 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 [removed: powerful] insights, which managers can use to better run their [removed: businesses.]

[removed: 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 [removed: as employee pay and reclaim processes.]

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

[removed: 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, [removed: which have been recorded within investing activities in the accompanying Consolidated Statements of Cash Flows.]

Exclusive of the impact of disposition, our business in Russia accounted for approximately $62.0 million [removed: and $84.7 million] of our [removed: consolidated] income before [removed: income taxes for years ended December 31, 2023 and 2022, respectively.]

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

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

[removed: | | | | | | | 2023 | | | | | | 2022 | | | | | |][added: *2023*]

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

[removed: |] [added: Adjusted] Net [removed: income per diluted share | | | | | | $ | 13.20 | | | | | $ | 12.42 | | | | |][added: Income Attributable to Corpay, Adjusted Net Income Per Diluted Share Attributable to Corpay, Adjusted]

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

[removed: | Adjusted] [added: We use adjusted] net income [added: attributable to Corpay, adjusted net income] per diluted share [removed: | | | | | | $ | 16.92 | | | | | $ | 16.10 | | | | |][added: attributable to]

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

[removed: 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 [removed: principles, or GAAP.]

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

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

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

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

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

These segments align with how the Chief Operating Decision Maker (CODM) allocates resources, assesses [removed: performance and reviews financial information.]

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

Revenues, net, by Segment. [removed: Revenues, net by segment for] [added: For] the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] our segments generated the following revenues, [removed: net (in millions):]

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

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

| [removed: Vehicle Payments | | | | | | $ | 2,005.5 | | | | | 53 | | % | | | | $ | 1,950.0 | | |] [added: VEHICLE PAYMENTS] | | [removed: 57] | | [removed: %] | | | | [removed: $] | [removed: 1,690.0] | | | | | [removed: 60] | | [removed: %] |

| [removed: Corporate Payments | | | | | | 981.1 | | | | | | 26 | | % | | | | 769.6 | | | |] [added: CORPORATE PAYMENTS] | | [removed: 22] | | [removed: %] | | | | [removed: 598.2] | | | | | | [removed: 21] | | [removed: %] |

the consolidated financial statements and related notes appearing elsewhere in this report.

In addition to historical information,

results to differ materially from management’s expectations.

Factors that could cause such differences include, but are not

All foreign

Oanda for the applicable periods.

items, with year-over-year comparisons between these two years.

A detailed discussion of 2023 items and year-over-year

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.

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).

pay their expenses.

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).

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.

In many instances, businesses lack

approve and make payments for their business-to-business purchases.

This often results in wasted time and money due to

processing, account reconciliations, employee disciplinary actions and more.

Digital

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

processes.

businesses.

Our wide range of modern, digitized solutions generally provides control, reporting and automation benefits

as employee pay and reclaim processes.

The sale included the entirety of our operations in Russia

We received total proceeds, net of cash disposed and net of a

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.

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

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

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

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

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

Impact of Geo-Political Events on Our Business

The current military conflicts between Russia and Ukraine, as well as within the Middle East, continue to create substantial uncertainty about the global economy in the future.

Although the length, impact and outcome of the ongoing military conflicts between Russia and Ukraine and within the Middle East are highly unpredictable, these conflicts could lead to significant market and other disruptions.

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

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

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

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

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

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

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

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

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

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

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

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

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

| Net income | | | | | | $ | 982 | | | | | $ | 954 | | | | |

| Adjusted net income | | | | | | $ | 1,259 | | | | | $ | 1,237 | | | | |

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

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

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

In the fourth quarter of 2023, in order to align with recent changes in our strategy and resulting organizational structure and management reporting, we updated our segment structure.

The presentation of segment information has been recast for the prior years to align with this segment presentation for 2023.

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

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| | | | | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | |

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

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

| United States | | | | | | $ | 2,134.7 | | | | | 57 | | % | | | | $ | 2,093.9 | | | | | 61 | | % | | | | | | | | | |

| Brazil | | | | | | 525.1 | | | | | | 14 | | % | | | | 442.2 | | | | | | 13 | | % | | | | | | | | | |

| United Kingdom | | | | | | 441.4 | | | | | | 12 | | % | | | | 363.3 | | | | | | 11 | | % | | | | | | | | | |

| Other | | | | | | 656.5 | | | | | | 17 | | % | | | | 527.7 | | | | | | 15 | | % | | | | | | | | | |

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

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

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

Our international businesses expose us to foreign currency exchange rate changes that can impact translations of [removed: foreign-denominated assets and liabilities into U.S. dollars and future earnings and cash flows from transactions denominated in different currencies.][added: foreign-]

Revenues from our international businesses were [removed: 43.2%] [added: 47.7%] and [removed: 38.9%] [added: 45.6%] of total revenues for the years ended [removed: December 31, 2023, and 2022, respectively.]

We measure foreign currency exchange risk based on changes in foreign currency [removed: exchange rates using a sensitivity analysis.]

The sensitivity analysis measures the potential change in earnings based on a [removed: hypothetical 10% change in currency exchange rates.]

[removed: Such analysis indicated that a hypothetical 10% change in foreign] currency exchange rates would have increased or decreased consolidated operating income during the year ended December 31, [removed: 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.]

With our cross-border payment solutions, we have additional foreign exchange risk and associated foreign exchange risk [removed: management requirements due to the nature of our cross-border payments provider business.]

[removed: The majority of cross-border] payments revenue is from exchanges of currency at spot rates, which enable customers to make cross-currency payments.

[removed: In our] cross-border payment solutions, we also write foreign currency forward and option contracts for customers to facilitate future [removed: payments.]

[removed: 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.

We are exposed to the risk of changing interest rates on our cash investments and on the unhedged portion of our variable rate [removed: debt.]

As of December 31, [removed: 2023,] [added: 2024] and [removed: 2022,] [added: 2023,] we had [removed: $5.4] [added: $6.7] billion and [removed: $5.7] [added: $5.4] billion, respectively, of variable rate debt outstanding [removed: under our Credit Agreement.]

[removed: As of] December 31, [removed: 2023,] [added: 2024,] we had a number of receive-variable SOFR, pay-fixed interest rate swap derivative contracts with a [removed: cumulative notional U.S. dollar value of $4.0 billion.]

[removed: 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 [removed: SOFR benchmark interest rate.]

We determined these amounts by considering the impact of the [removed: hypothetical interest rates on our borrowing costs.]

These analyses do not consider the effects of changes in the level of overall [removed: economic activity that could exist in such an environment.]

[removed: Our fleet] [added: A majority of our Vehicle Payments] customers use our products and services [removed: primarily] in connection with the purchase of fuel.

[removed: 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 [removed: total purchase.]

Changes in the absolute price of fuel may also impact unpaid account balances and the late fees and charges [removed: based on these amounts.]

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

From our merchant and network relationships, we derive revenue from the difference between the price charged to a fleet [removed: customer for a transaction and the price paid to the merchant or network for the same transaction.]

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

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

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

[removed: Accordingly, if fuel price] spreads contract, we may generate less revenue, which could adversely affect our operating results.

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

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

different currencies.

December 31, 2024 and 2023, respectively.

exchange rates using a sensitivity analysis.

hypothetical 10% change in currency exchange rates.

Such analysis indicated that a hypothetical 10% change in foreign

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.

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

The majority of cross-border

In our

payments.

We aggregate foreign

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

debt.

under our Credit Agreement.

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

information.

As of

cumulative notional U.S. dollar value of $4.5 billion.

The objective of these contracts is to reduce the variability of cash flows

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.

hypothetical interest rates on our borrowing costs.

economic activity that could exist in such an environment.

A decline in retail fuel prices

total purchase.

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, 2022 by approximately $68.4 million had the U.S. dollar exchange rate increased or decreased relative to the currencies to which we had exposure.

See Note 11 of the accompanying consolidated financial statements for information about the Credit Agreement.

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 of the accompanying consolidated financial statements for information about the swap contracts.

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, 2023 and 2022, if market interest rates had increased or decreased an average of 100 basis points, our interest expense for the years ended December 31, 2023 and 2022 would have changed by approximately $14 million and $43 million, respectively.

[removed: FLEETCOR is a global payments company that] helps businesses and consumers better [removed: manager] [added: manage and pay] their expenses.

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

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

Businesses spend an estimated [removed: $135] [added: $145] trillion each year in transactions with other businesses.

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

Digital payments are faster and more secure than paper-based methods such as checks, [removed: and] provide timely and detailed data that can [removed: 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 powerful insights, which managers can use [removed: to better run their businesses.]

[removed: FLEETCOR’s] [added: Corpay’s] vision is that every payment is digital, every purchase is [removed: controlled,] [added: controlled] and every related decision is informed.

[removed: 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 [removed: pay and reclaim] [added: payment] processes.

In addition to delivering meaningful value to our customers, our solutions also share several important and attractive business [removed: model characteristics such as:]

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

- [removed: similar] [added: unique] selling systems with common sales approaches, management and reporting;

- specialized technology platforms and proprietary payment acceptance networks, which create competitive advantages [removed: and barriers to entry; and]

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

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

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

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

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

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

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

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

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

[removed: For our business] customers, we also provide greater control and visibility of spending when compared with less specialized payment methods, [removed: such as cash or general-purpose credit cards.]

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

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

[removed: 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 [removed: service providers.]

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

[removed: 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.

[removed: Third-party] networks are operated by independent parties, [added: such as MasterCard] and [added: VISA, and] tend to be more broadly accepted, which is [removed: 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 [removed: fleets, Our fuel solutions are fuel type agnostic, regardless of fuel type (fossil fuel, electricity, etc.).][added: fleets.]

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

[removed: 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 [removed: gas,] [added: 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 [removed: (board)] price of [removed: fuel, and in Europe especially, we also enable fleets to significantly streamline the VAT reclaim process by digitizing and itemizing fuel receipts in a way that is compliant with tax authority requirements.][added: fuel.]

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

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

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

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

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

[removed: We are] actively expanding our EV footprint to accommodate charging in the U.S., U.K. and Europe.

[removed: We also provide program management services to major oil companies, leasing companies and fuel marketers, which allow] these partners to outsource the sales, marketing, credit, [removed: service,] [added: service] and system operations of their branded fuel card portfolios.

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

Corpay's suite of modern payment solutions help

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

purchases).

Since its incorporation in 2000, Corpay has

pay.

In many instances, businesses lack

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.

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

reimbursement mistakes.

to better run their businesses.

Our wide

range of modern, digitized solutions provide control, reporting and automation benefits superior to many of the payment

model characteristics including:

consistent volumes;

and barriers to entry; and

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

We sell stand-alone products and services

It is important

We

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.

These

strategic initiatives.

and other complementary products.

Our Corporate Payments solutions simplify and automate vendor payments and include

card products.

of hotels and housing, both short and longer-term, while also providing traveler and end customer support.

For our business

such as cash or general-purpose credit cards.

Our digital enabled solutions provide customers with significant control

Furthermore, our

administration and potentially lower their operating costs, accessible through sophisticated web portals and mobile applications.

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

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

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

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.

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

Mastercard and VISA are our primary third-party network partners.

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

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

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

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

Our capabilities are also offered through indirect sales channels (e.g., major oil companies and fuel marketers for fuel, and retail establishments for tolls) and on a branded or “white label” basis, indirectly through a broad range of resellers and partners across most of our solutions.

We maintain disaster recovery and business continuity plans, which benefited us during the COVID-19 pandemic and continue to benefit us.

Regulatory

Many states exercise authority over the operations related to money transmission and payment instruments and, as part of this authority, subject us to periodic examinations, which may include a review of our compliance practices, policies and procedures, financial position and related records, privacy and data security policies and procedures, and other matters related to our business.

As a licensee, we are subject to certain restrictions and requirements, including net worth and surety bond requirements, record keeping and reporting requirements, requirements for regulatory approval of controlling stockholders or direct and indirect changes of control of the licensee and certain other corporate events, and requirements to maintain certain levels of permissible investments in an amount equal to our outstanding payment obligations.

We provide services that are subject to various state, federal, and foreign privacy and information security laws and regulations including, among others, the Gramm-Leach-Bliley Act, the EU’s General Data Protection Regulation (GDPR) and its Network and Information Security (NIS) Directive, the U.K.'s GDPR and NIS Regulations, Canada’s Personal Information Protection and Electronic Documents Act, Brazil’s General Data Protection Law, and China's Personal Information Protection Law.

We use email marketing and text-messaging to reach out to current or potential customers and therefore are subject to various statutes, regulations, and rulings, including the Telephone Consumer Protection Act (TCPA), the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM Act) and related Federal Communication Commission (FCC) orders.

All persons engaged in commerce, including, but not limited to, us and our bank sponsors and customers, are subject to regulatory enforcement by the FTC, under Section 5 of the Federal Trade Commission Act, and state attorneys general, under various consumer-protection statutes, prohibiting unfair or deceptive acts or practices, and certain products also are subject to the jurisdiction of the Consumer Financial Protection Bureau (CFPB) regarding the prohibition of unfair, deceptive, or abusive acts and practices.

We are also subject to certain economic and trade sanctions programs that are administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC) that prohibit or restrict transactions to or from or dealings with specified countries, their governments and, in certain circumstances, their nationals, narcotics traffickers, and terrorists or terrorist organizations.

In connection with certain services we provide for payment cards bearing the Mastercard brand, and to those acting as merchants accepting those cards, we must comply with the bylaws, regulations and requirements that are promulgated by Mastercard and other applicable payment-card organizations, including the Payment Card Industry Data Security Standard (PCI DSS), the Mastercard Site Data Protection Program (SDP) and other applicable data-security program requirements.

We may be subject to unclaimed or abandoned property (escheat) laws in the U.S. that require us to turn over to certain government authorities the property of others that we hold that has been unclaimed for a specified period of time, such as payment instruments that have not been presented for payment and account balances that are due to a customer following discontinuation of our relationship.

Rules adopted under the Dodd-Frank Act by the Commodity Futures Trading Commission (CFTC), provisions of the European Market Infrastructure Regulation and its technical standards, as well as derivative reporting in Canada and the U.S., have subjected certain of the foreign exchange derivative contracts we offer to our customers as part of our cross-border payments business to reporting, recordkeeping, and other requirements.

As of December 31, 2023, FLEETCOR employed approximately 10,500 associates located in more than 21 countries around the world, with approximately 4,100 of those associates based in the U.S. At FLEETCOR, we strongly believe that talent is a strong determinant of the Company’s performance and success.

Diversity, Inclusion and Belonging

Our focus on diversity, inclusion and belonging (DIB) is part of our successful “One FLEETCOR” culture.

Fostering a culturally diverse and inclusive environment and creating a true sense of belonging are among our top priorities.

The ERGs also provide FLEETCOR with perspectives on the unique needs and lived experiences of those who are traditionally underrepresented.

During the year, we offered free, online fitness classes, sponsored the FLEETCOR Wellbeing

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

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

The Company maintains a website at www.fleetcor.com.

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

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

Prior to joining FLEETCOR, Mr. Panther served as the CFO at EVO Payments, Inc. (“EVO”) from November 2019 until March 2023, where he was instrumental in EVO delivering strong revenue growth and significant margin expansion, as well as executing a number of key initiatives, including international M&A, debt and capital financings, and serving as a key advisor to the Board.

[removed: In the ordinary course of business, the Company is involved in various pending or threatened] legal actions, arbitration proceedings, claims, [removed: subpoenas,] [added: subpoenas] and matters relating to compliance with laws and regulations [removed: (collectively, "legal proceedings").]

[removed: 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 [removed: operations or cash flows.]

However, it is possible that the ultimate resolution of these legal proceedings could have a material [removed: adverse effect on our results of operations and financial condition for any particular period.]

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

[removed: 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.

[removed: A similar] derivative lawsuit that had been filed on January 9, 2019 in the Superior Court of Gwinnett County, Georgia (“State Derivative [removed: 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 [removed: Gwinnett County, Georgia.]

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

Clarke and Eric [removed: R.][added: R.*]

[removed: 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 [removed: prospects,] [added: prospects] and making improper [removed: sales of stock.]

[removed: 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 [removed: practices,] [added: practices] and disgorgement of [removed: incentive pay and stock compensation.]

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

[removed: Dey*,] [added: *Dey*,] against Mr. Clarke and Mr. Dey in Gwinnett County, Georgia.

[removed: The defendants dispute the allegations in the derivative] complaints and intend to vigorously defend against the claims.

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

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

[removed: The parties reached impasse] primarily related to what the Company believes are unreasonable demands for redress made by the FTC.

[removed: On December 20,] 2019, the FTC filed a lawsuit in the Northern District of Georgia against the Company and Ron Clarke.

See [removed: FTC] [added: *FTC] v.

[removed: FLEETCOR] and Ronald F.

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

The complaint seeks among other things injunctive relief, consumer [removed: redress, and costs of suit.]

The Company continues to believe that the FTC’s claims are without merit and these matters are not [removed: and will not be material to the Company’s financial performance.]

On April 17, 2021, the FTC filed a motion for summary [removed: judgment.]

On April 22, 2021, the United States Supreme Court held unanimously in [removed: AMG] [added: *AMG] Capital Management v.

FTC [removed: 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 [removed: the means by which the FTC has sought such redress in this case.]

[removed: FLEETCOR cross-moved for summary judgment regarding] the FTC’s ability to seek monetary or injunctive relief on May 17, 2021.

[removed: 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 [removed: FTC’s original complaint filed in December 2019.]

On August 9, 2022, the District Court for the Northern District of Georgia granted the FTC's motion for summary [removed: 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.]

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

[removed: 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 [removed: Circuit appeal.]

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

[removed: Any settlement of this matter, or defense against the] lawsuit, could involve costs to the Company, including legal fees, redress, [removed: penalties,] [added: penalties] and remediation expenses.

[removed: Estimating an amount or range of possible losses resulting from litigation proceedings is inherently difficult and requires an] extensive degree of judgment, particularly where, as here, the matters involve indeterminate claims for monetary damages and

[removed: 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 [removed: losses resulting from, the matters described above.]

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

(collectively, "legal proceedings").

Based on our current knowledge, management presently does not believe that the liabilities

operations or cash flows.

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

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

recovery from the Company.

The District Court dismissed the Federal Derivative Action on October 21, 2020, and the United

A similar

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

Gwinnett County, Georgia.

*Fleetcor Technologies, Inc. v.

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

sales of stock.

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

incentive pay and stock compensation.

new derivative lawsuit, *Jerrell Whitten, derivatively on behalf of Fleetcor Technologies, Inc. v.

The defendants dispute the allegations in the derivative

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*

production of documentation and a request for responses to written interrogatories.

After discussions with the Company, the

principally in its U.S. direct fuel card business within its North American Fuel Card business.

The parties reached impasse

On December 20,

FleetCor*

prohibitions on unfair and deceptive acts and practices.

redress and costs of suit.

and will not be material to the Company’s financial performance.

judgment.

FTC* that the

the means by which the FTC has sought such redress in this case.

The Company cross-moved for summary judgment regarding

On August 13, 2021, the FTC filed a motion to stay or

*FTC Investigation*

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

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

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

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

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

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

SECURITIES AND [removed: EXCHANGE COMMISSION][added: EXCHANGE COMMISSION]

[removed: FORM 10-K][added: FORM 10-K]

| ☒ | [removed: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE [removed: SECURITIES EXCHANGE] [added: SECURITIES EXCHANGE] ACT OF 1934 | [removed: | |]

For the Fiscal Year [removed: Ended December] [added: Ended December] 31, [removed: 2023][added: 2024]

| ☐ | [removed: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE [removed: SECURITIES EXCHANGE] [added: SECURITIES EXCHANGE] ACT OF 1934 | [removed: | |]

Commission File [removed: Number 001-35004][added: Number 001-35004]

| Delaware | | | [removed: | | | | | |] 72-1074903 | [removed: | |]

| (State or other jurisdiction [removed: of incorporation] [added: of incorporation] or organization) | | | [removed: | | | | | |] (I.R.S. [removed: Employer Identification] [added: Employer Identification] No.) | [removed: | |]

| 3280 Peachtree Road, Suite 2400, | [removed: | |] Atlanta, | [removed: | |] Georgia | [removed: | |] 30305 | [removed: | |]

| (Address of principal [removed: executive offices) | | | | | |] [added: executive offices)] | | | (Zip Code) | [removed: | |]

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

| Title of each class | [removed: | |] Trading Symbol(s) | [removed: | |] Name of each exchange on which registered | [removed: | |]

| Common Stock, $0.001 par value per share | [removed: | | FLT | |] [added: CPAY] | NYSE | [removed: | |]

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities [removed: Act.]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange [removed: Act.]

[removed: 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 [removed: file such reports), and (2) has been subject to such filing requirements for the past 90 days.]

[removed: 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 [removed: that the registrant was required to submit and post such files).]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller [removed: reporting company, or an emerging growth company.]

[removed: 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 | | [removed: | | | |] ☒ | [removed: | |] Accelerated filer | | [removed: | | | |] ☐ | [removed: | |]

| Non-accelerated filer | | [removed: | | | |] ☐ (Do not check if a smaller reporting company) | [removed: | |] Smaller reporting company | | [removed: | | | |] ☐ | [removed: | |]

| Emerging growth company | | [removed: | | | |] ☐ | | | | [removed: | | | | | | | |]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended [removed: transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.]

[removed: 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. [removed: 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 [removed: Act).]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the [removed: 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 [removed: incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).][added: incentive-]

As of February 17, [removed: 2024,] [added: 2025,] there were [removed: 71,853,599] [added: 70,249,923] shares of common stock outstanding.

Portions of the registrant’s definitive Proxy Statement to be delivered to shareholders in connection with the [added: 2025] Annual [removed: Meeting of Shareholders to be held on June 6, 2024 are incorporated by reference into Part III of this report.]

For The Year [removed: Ended December] [added: Ended December] 31, [removed: 2023][added: 2024]

| | | [removed: | | | |] Page | [removed: | |]

| PART I | | | [removed: | | | | | |]

| Item 1. | [removed: | | [Business](#i8f5174e18a84453e86a7ae640d3d9ca6_13) | | | [5](#i8f5174e18a84453e86a7ae640d3d9ca6_13) |] [added: [Business](#i942bbb9abf014d1e8b8bdeb28ba8548e_13)] | [added: [4](#i942bbb9abf014d1e8b8bdeb28ba8548e_13)] |

| Item X. | [removed: | |] [Executive Officers of the [removed: Registrant](#i8f5174e18a84453e86a7ae640d3d9ca6_16) | | | [16](#i8f5174e18a84453e86a7ae640d3d9ca6_16) |] [added: Registrant](#i942bbb9abf014d1e8b8bdeb28ba8548e_16)] | [added: [15](#i942bbb9abf014d1e8b8bdeb28ba8548e_16)] |

| Item 1A. | [removed: | |] [Risk [removed: Factors](#i8f5174e18a84453e86a7ae640d3d9ca6_19) | | | [17](#i8f5174e18a84453e86a7ae640d3d9ca6_19) |] [added: Factors](#i942bbb9abf014d1e8b8bdeb28ba8548e_19)] | [added: [16](#i942bbb9abf014d1e8b8bdeb28ba8548e_19)] |

| Item 1B. | [removed: | |] [Unresolved Staff [removed: Comments](#i8f5174e18a84453e86a7ae640d3d9ca6_22) | | | [30](#i8f5174e18a84453e86a7ae640d3d9ca6_22) |] [added: Comments](#i942bbb9abf014d1e8b8bdeb28ba8548e_22)] | [added: [29](#i942bbb9abf014d1e8b8bdeb28ba8548e_22)] |

| Item 1C. | [removed: | | [Cybersecurity](#i8f5174e18a84453e86a7ae640d3d9ca6_1747) | | | [31](#i8f5174e18a84453e86a7ae640d3d9ca6_1747) |] [added: [Cybersecurity](#i942bbb9abf014d1e8b8bdeb28ba8548e_25)] | [added: [29](#i942bbb9abf014d1e8b8bdeb28ba8548e_25)] |

| Item 2. | [removed: | | [Properties](#i8f5174e18a84453e86a7ae640d3d9ca6_25) | | | [32](#i8f5174e18a84453e86a7ae640d3d9ca6_25) |] [added: [Properties](#i942bbb9abf014d1e8b8bdeb28ba8548e_28)] | [added: [31](#i942bbb9abf014d1e8b8bdeb28ba8548e_28)] |

| Item 3. | [removed: | |] [Legal [removed: Proceedings](#i8f5174e18a84453e86a7ae640d3d9ca6_28) | | | [33](#i8f5174e18a84453e86a7ae640d3d9ca6_28) |] [added: Proceedings](#i942bbb9abf014d1e8b8bdeb28ba8548e_31)] | [added: [32](#i942bbb9abf014d1e8b8bdeb28ba8548e_31)] |

| Item 4. | [removed: | |] [Mine Safety [removed: Disclosures](#i8f5174e18a84453e86a7ae640d3d9ca6_31) | | | [34](#i8f5174e18a84453e86a7ae640d3d9ca6_31) |] [added: Disclosures](#i942bbb9abf014d1e8b8bdeb28ba8548e_34)] | [added: [33](#i942bbb9abf014d1e8b8bdeb28ba8548e_34)] |

UNITED STATES

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| --- | --- |

| | |

| --- | --- |

Corpay, Inc.

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

| | | | |

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

Act.

Act.

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

file such reports), and (2) has been subject to such filing requirements for the past 90 days.

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

that the registrant was required to submit and post such files).

reporting company, or an emerging growth company.

See the definitions of “large accelerated filer,” “accelerated filer,”

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

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

Act).

registrant included in the filing reflect the correction of an error to previously issued financial statements.

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.

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.

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

| | | |

| | | |

| | | |

UNITED STATES

| | | | | | |

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

FLEETCOR Technologies, Inc.

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

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

| | | | | | | | | |

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

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

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

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

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

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.

- the impact of regulations relating to privacy, information security and data protection; 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;

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

EXPLANATORY NOTE

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

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

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

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

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

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

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

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

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

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

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.

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

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

[removed: 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

Louisville, Kentucky; Lexington, Kentucky; and Peachtree Corners, Georgia.

Our largest offices internationally are located in

We lease all

Our common stock is traded on the [removed: New York Stock Exchange (NYSE)] [added: NYSE] under the ticker [removed: FLT.][added: CPAY.]

As of December 31, [removed: 2023,] [added: 2024,] there were [removed: 454] [added: 313] holders of record [removed: of our common stock.]

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

We have never declared or paid any dividends on our common stock and do not anticipate paying cash dividends [removed: to holders of our common stock in the foreseeable future.]

Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon, among [removed: 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 [removed: of Directors (the "Board")] has approved a stock repurchase program (as updated from time to time, the "Program") authorizing the [removed: Company to repurchase its common stock from time to time until February 4, 2025.]

[removed: On January 25, 2024, the Board authorized] an increase to the aggregate size of the Program by $1.0 billion to $8.1 [removed: billion.][added: billion, and on November 5, 2024, the Board authorized]

[removed: Since] the [removed: beginning of the Program through December 31, 2023, the] Company [removed: repurchased 28,878,862 shares for an aggregate purchase price of $6.5 billion, leaving the Company] up to [removed: $1.6] [added: $1.3] billion of remaining authorization available under the Program for future repurchases [removed: of] [added: in] shares of its [removed: common stock.]

[removed: The Company repurchased 2,597,954 common shares totaling $687 million] [added: $0.7 billion] in 2023; [added: and] 6,212,410 common shares totaling $1.4 billion in 2022 [removed: and 5,451,556 common shares totaling $1.4 billion in 2021.][added: repurchased under the Program.]

[removed: 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 [removed: requirements, and any additional constraints related to material inside information the Company may possess.]

[removed: 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 [removed: months ended December 31, 2023 by the Company as defined in Rule 10b-18(a)(3) under the Exchange Act:]

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

| 1 During the quarter ended December 31, [removed: 2023,] [added: 2024,] pursuant to our Stock Incentive Plan, we withheld [removed: 339] [added: 652,548] shares, at an average price per share of [removed: $235.20,] [added: $374.22,] in order to satisfy employees' tax withholding obligations in connection with the vesting of awards of restricted stock. | [removed: | |]

[removed: ][added: ]

of our common stock.

repurchases.

to holders of our common stock in the foreseeable future.

other factors, our results of operations, financial condition, capital requirements and covenants in our existing financing

arrangements and any future financing arrangements.

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 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

common stock.

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

Repurchased

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

The timing and amount of stock

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

Any repurchases

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

| | | | | | | | | |

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

| 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 |

| |

| --- |

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.

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

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

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

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

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

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

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

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

| | | |

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

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

| | [removed: | |] Page | [removed: | |]

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID:](#i8f5174e18a84453e86a7ae640d3d9ca6_52) 42[)](#i8f5174e18a84453e86a7ae640d3d9ca6_52) | | | [59](#i8f5174e18a84453e86a7ae640d3d9ca6_52) |] [added: ID:](#i942bbb9abf014d1e8b8bdeb28ba8548e_67) 42[)](#i942bbb9abf014d1e8b8bdeb28ba8548e_67)] | [added: [59](#i942bbb9abf014d1e8b8bdeb28ba8548e_67)] |

| [Consolidated Balance Sheets at December [removed: 31,](#i8f5174e18a84453e86a7ae640d3d9ca6_55)] [added: 31,](#i942bbb9abf014d1e8b8bdeb28ba8548e_70) 2024 [and](#i942bbb9abf014d1e8b8bdeb28ba8548e_70)] 2023 [removed: [and](#i8f5174e18a84453e86a7ae640d3d9ca6_55) 2022] | [removed: | | [61](#i8f5174e18a84453e86a7ae640d3d9ca6_55) | |] [added: [61](#i942bbb9abf014d1e8b8bdeb28ba8548e_70)] |

| [Consolidated Statements of Income for the Years Ended December [removed: 31,](#i8f5174e18a84453e86a7ae640d3d9ca6_58) 2023[,](#i8f5174e18a84453e86a7ae640d3d9ca6_58)] [added: 31,](#i942bbb9abf014d1e8b8bdeb28ba8548e_73) 2024[,](#i942bbb9abf014d1e8b8bdeb28ba8548e_73) 2023 [and](#i942bbb9abf014d1e8b8bdeb28ba8548e_73)] 2022 [removed: [and](#i8f5174e18a84453e86a7ae640d3d9ca6_58) 2021] | [removed: | | [62](#i8f5174e18a84453e86a7ae640d3d9ca6_58) | |] [added: [62](#i942bbb9abf014d1e8b8bdeb28ba8548e_73)] |

| [Consolidated Statements of Comprehensive Income for the Years Ended December [removed: 31,](#i8f5174e18a84453e86a7ae640d3d9ca6_61) 2023[,](#i8f5174e18a84453e86a7ae640d3d9ca6_61)] [added: 31,](#i942bbb9abf014d1e8b8bdeb28ba8548e_76) 2024[,](#i942bbb9abf014d1e8b8bdeb28ba8548e_76) 2023 [and](#i942bbb9abf014d1e8b8bdeb28ba8548e_76)] 2022 [removed: [and](#i8f5174e18a84453e86a7ae640d3d9ca6_61) 2021] | [removed: | | [63](#i8f5174e18a84453e86a7ae640d3d9ca6_61) | |] [added: [63](#i942bbb9abf014d1e8b8bdeb28ba8548e_76)] |

| [Consolidated Statements of [removed: Stockholders’] Equity for the Years Ended December [removed: 31,](#i8f5174e18a84453e86a7ae640d3d9ca6_64) 2023[,](#i8f5174e18a84453e86a7ae640d3d9ca6_64)] [added: 31,](#i942bbb9abf014d1e8b8bdeb28ba8548e_79) 2024[,](#i942bbb9abf014d1e8b8bdeb28ba8548e_79) 2023 [and](#i942bbb9abf014d1e8b8bdeb28ba8548e_79)] 2022 [removed: [and](#i8f5174e18a84453e86a7ae640d3d9ca6_64) 2021] | [removed: | | [64](#i8f5174e18a84453e86a7ae640d3d9ca6_64) | |] [added: [64](#i942bbb9abf014d1e8b8bdeb28ba8548e_79)] |

| [Consolidated Statements of Cash Flows for the Years Ended December [removed: 31,](#i8f5174e18a84453e86a7ae640d3d9ca6_67) 2023[,](#i8f5174e18a84453e86a7ae640d3d9ca6_67)] [added: 31,](#i942bbb9abf014d1e8b8bdeb28ba8548e_82) 2024[,](#i942bbb9abf014d1e8b8bdeb28ba8548e_82) 2023 [and](#i942bbb9abf014d1e8b8bdeb28ba8548e_82)] 2022 [removed: [and](#i8f5174e18a84453e86a7ae640d3d9ca6_67) 2021] | [removed: | | [65](#i8f5174e18a84453e86a7ae640d3d9ca6_67) | |] [added: [65](#i942bbb9abf014d1e8b8bdeb28ba8548e_82)] |

| [Notes to Consolidated Financial [removed: Statements](#i8f5174e18a84453e86a7ae640d3d9ca6_70) | | | [66](#i8f5174e18a84453e86a7ae640d3d9ca6_70) |] [added: Statements](#i942bbb9abf014d1e8b8bdeb28ba8548e_85)] | [added: [66](#i942bbb9abf014d1e8b8bdeb28ba8548e_85)] |

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

[removed: We have audited the accompanying consolidated balance sheets of FLEETCOR Technologies, Inc. and subsidiaries (the Company) as of December 31, 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, comprehensive income, [removed: stockholders'] equity and cash flows for each of the three [removed: years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).]

[removed: Our responsibility is to express an opinion on the] Company’s financial statements based on our audits.

[removed: 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 [removed: regulations of the Securities and Exchange Commission and the PCAOB.]

[removed: 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 [removed: or fraud.]

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether [removed: due to error or fraud, and performing procedures that respond to those risks.]

[removed: Such procedures included examining, on a test basis,] evidence regarding the amounts and disclosures in the financial statements.

[removed: 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 [removed: statements.]

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

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

[removed: The communication of the] critical audit [removed: matter] [added: matters] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are [removed: not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.]

| | | [removed: | | | |] Valuation of goodwill | [removed: | |]

| *Description [removed: of the] [added: of* *the] Matter* | | [removed: | | | |] At December 31, [removed: 2023,] [added: 2024,] the Company’s goodwill was [removed: $5.6] [added: $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. [removed: For a reporting unit in which the Company concludes, based on a qualitative assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying amount (or if the Company elects to not perform the qualitative assessment), the Company performs a] [added: The Company’s] quantitative impairment [removed: test, which] [added: test] involves estimating the fair value of [removed: the] [added: each] reporting unit [removed: which is measured based upon, among other factors,] [added: using] a discounted cash flow [removed: analysis, as well as] [added: analysis and to a lesser extent,] market multiples for comparable companies. [added: 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 [removed: reporting unit] fair value [removed: involved] [added: for the Payroll Card reporting unit was complex and subjective due to] a high degree of subjectivity [removed: as estimates] [added: of certain assumptions] underlying the determination of [added: the] reporting [removed: unit] [added: unit’s] fair value using the discounted cash flow [removed: model were based on significant assumptions that are sensitive to change and are affected by expected future market and economic conditions.] [added: model.] These assumptions included forecasts for [removed: Revenue, net,] Earnings before Interest Taxes Depreciation and Amortization [removed: (EBITDA), and long-term growth rates] [added: (EBITDA) margin] as well as the discount [removed: rates,] [added: rate,] which [removed: reflected risk-based factors based on the reporting units’ geographical location and business risk. | |] [added: are affected by expectations about future market or economic conditions.] |

| *How [removed: We Addressed the Matter] [added: We* *Addressed the* *Matter] in [removed: Our Audit* | | | |] [added: Our* *Audit*] | | [removed: We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment review process, including controls over management’s review of the significant assumptions described above. For example, we tested controls over management’s review of a quantitatively tested reporting units’ long-term growth rate and discount rate used in the determination of said reporting unit's estimated fair value.] To test the estimated fair value of [removed: a quantitatively tested] [added: 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 [removed: with these procedures. Our valuation specialists evaluated management’s estimation of] [added: in evaluating] the [added: Company’s estimated] discount rate [removed: used in a reporting unit's fair value calculation, performed a comparison of market multiples to observable transactions,] [added: methodology] and [removed: independently recalculated the] [added: developing an independent range of reasonable] discount [removed: rate used.] [added: rates.] We also compared [removed: earnings] [added: EBITDA margin] forecasts to historical [removed: results, to] [added: results and] current industry and economic trends, and [added: we] performed sensitivity analyses [removed: of] [added: on] the significant assumptions to evaluate the changes in the fair value of [removed: a] [added: the] reporting unit that would result from changes in the significant assumptions. | [removed: | |]

[added: In] February [removed: 29, 2024]

[removed: FLEETCOR] [added: *FleetCor] Technologies, Inc. [removed: and Subsidiaries][added: v.]

| | | [removed: | | | |] December 31, | | | [removed: | | | | | |]

| | | [removed: | |] [added: 2024] | | 2023 | | [removed: | | | |] 2022 | [removed: | |]

| Assets | | | | | [removed: | | | | | | | | | |]

| Current assets: | | | | | [removed: | | | | | | | | | |]

| Cash and cash equivalents | | [removed: | | | | $ | 1,389,648 | | |] [added: $1,553,642] | | [removed: $] [added: $1,389,648] | [removed: 1,435,163] | [added: $1,435,163] |

| Restricted cash | | [removed: | |] [added: 2,902,703] | | 1,751,887 | | [removed: | | | |] 854,017 | [removed: | |]

| Accounts and other receivables (less allowance for credit losses of [removed: $180,163] [added: $133,757] at December 31, [removed: 2023] [added: 2024] and [removed: $149,846] [added: $180,163] at December 31, [removed: 2022) | |] [added: 2023)] | | [added: 2,090,500] | | 2,161,586 | [removed: | | | | | 2,064,745 | | |]

| Securitized accounts receivable—restricted for securitization investors | | [removed: | |] [added: 1,323,000] | | 1,307,000 | [removed: | | | | | 1,287,000 | | |]

| Prepaid expenses and other current assets | | [removed: | |] [added: 806,024] | | 474,144 | [removed: | | | | | 465,227 | | |]

| Total current assets | | [removed: | |] [added: 8,675,869] | | 7,084,265 | [removed: | | | | | 6,106,152 | | |]

| Property and equipment, net | | [removed: | |] [added: 377,705] | | 343,154 | [removed: | | | | | 294,692 | | |]

| Goodwill | | [removed: | |] [added: 5,984,667] | | 5,644,958 | [removed: | | | | | 5,201,435 | | |]

| Other intangibles, net | | [removed: | |] [added: 2,410,442] | | 2,085,663 | [removed: | | | | | 2,130,974 | | |]

| Investments | | [removed: | |] [added: 60,088] | | 69,521 | [removed: | | | | | 74,281 | | |]

| Other assets | | [removed: | |] [added: 448,260] | | 248,691 | [removed: | | | | | 281,726 | | |]

| Total assets | | [removed: | | | | $ | 15,476,252 | | | | | $] [added: $17,957,031] | [removed: 14,089,260] | [added: $15,476,252] |

| | |

| --- | --- |

| | |

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

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.

Our responsibility is to express an opinion on the

We are a public accounting firm registered with the PCAOB and are required

regulations of the Securities and Exchange Commission and the PCAOB.

Those standards require that we plan and perform the

or fraud.

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis,

Our audits also included evaluating the accounting

statements.

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

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 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 based on management’s estimates and assumptions. Auditing the preliminary fair values of the Paymerang and GPS customer relationships was complex and subjective due to the estimation uncertainty in determining customer attrition rates which had a significant impact on the estimated fair values. The customer attrition rates are forward-looking and could be affected by future economic and market conditions. |

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

February 27, 2025

Corpay, Inc. and Subsidiaries

| | | | | |

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

| | | 2024 | | 2023 |

| Cash and cash equivalents | | $1,553,642 | | $1,389,648 |

| Restricted cash | | 2,902,703 | | 1,751,887 |

| Noncontrolling interest | | 23,647 | | — |

| Total equity | | 3,145,989 | | 3,282,359 |

| |

| | | | | | |

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

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

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 29, 2024 expressed an adverse opinion thereon.

| | | | | | | | | |

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

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

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

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

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

| Basic earnings per share | | | | | | $ | 13.42 | | | | | $ | 12.62 | | | | | $ | 10.23 | |

| Diluted earnings per share | | | | | | $ | 13.20 | | | | | $ | 12.42 | | | | | $ | 9.99 | |

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

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

| Balance at December 31, 2020 | | | | | | $ | 126 | | | | | $ | 2,749,900 | | | | | $ | 5,416,945 | | | | | $ | (1,363,158) | | | | | $ | (3,448,402) | | | | | $ | 3,355,411 | |

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

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

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

1.

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

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

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

2.

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

Estimates critical to the Company’s evaluation of goodwill for impairment include the discount rates, forecasts for revenues, net and earnings before interest, taxes, depreciation and amortization (EBITDA) margin.

Based on the goodwill asset impairment analysis performed qualitatively and/or quantitatively as of October 1, 2023, the Company determined that the fair value of each of its reporting units was in excess of the carrying value.

Restricted cash represents a) customer deposits repayable on demand held in certain geographies with legal restrictions contractually set aside to fulfill payment obligations on a customer's behalf, b) collateral received from customers for cross-currency transactions in our cross-border payments business, which are restricted from use other than to repay customer deposits and secure and settle cross-currency transactions, and c) collateral posted with banks for hedging positions in our cross-border payments business.

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

Based on our assessment of the capital market conditions and related impact on our access to cash prior to the Russia disposition, we had classified all cash held at our Russia business of $215.8 million at December 31, 2022 to restricted cash.

| Foreign exchange losses | | | | | | $ | 4.8 | | | | | $ | 1.7 | | | | | $ | 3.7 | |

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

Refer to Note 16.

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

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

| Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Accounts Receivable | | | $ | 2,499.9 | | | | | $ | (2,373.8) | | | | | $ | 126.1 | | | | | $ | 2,409.8 | | | | | $ | (2,266.0) | | | | | $ | 143.8 | |

| Accounts Payable | | | $ | 2,457.3 | | | | | $ | (2,373.8) | | | | | $ | 83.5 | | | | | $ | 2,332.5 | | | | | $ | (2,266.0) | | | | | $ | 66.5 | |

The Company had deferred financing costs and debt discounts of $19.0 million and $23.9 million at December 31, 2023 and 2022, respectively, related to the term notes under the Credit Facility, which were recorded as a discount to the term debt outstanding within the current portion of notes payable and lines of credit and within notes payable and other obligations, less current portion on the Consolidated Balance Sheets.

Accounts receivable collateralized within our Securitization Facility primarily relate to trade receivables resulting primarily from charge card activity in the U.S. Pursuant to the terms of the Securitization Facility, the Company transfers in the form of a legal sale certain of its domestic receivables, on a revolving basis, to FLEETCOR Funding LLC ("Funding"), a wholly-owned bankruptcy remote consolidated subsidiary.

The maturity date for the Company's Securitization Facility is August 18, 2025.

DISCLOSURE

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.

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

During the three months ended December 31, 2024, no director or executive officer of the Company adopted, modified or

the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

A list of our executive officers and biographical information appears in Part [removed: I, Item X] [added: I] of this Form 10-K.

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

[removed: Information about our Audit Committee] may be found under the caption “Board Meetings and Committees” in the Proxy Statement.

The foregoing information is [removed: incorporated herein by reference.]

The information in the Proxy Statement set forth under the caption “Delinquent Section 16(a) Reports” is incorporated herein [removed: by reference.]

We have adopted the [removed: FLEETCOR] [added: Corpay] Code of Business Conduct and Ethics (the “code of ethics”), which applies to our Chief Executive [removed: Officer, Chief Financial Officer, Chief Accounting Officer and Corporate Controller, and other finance organization employees.]

The code of ethics is publicly available on our website at [removed: www.fleetcor.com] [added: www.corpay.com] under Investor Relations.

[removed: 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 [removed: 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.]

Information about our

Annual Meeting of Shareholders to be held June 11, 2025 (the “Proxy Statement”).

Information about our Audit Committee

incorporated herein by reference.

by reference.

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

If we make any

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,” [removed: “2023] [added: “2024] Named Executive Officer [removed: Compensation,” “Compensation Committee Report,” and “Compensation Committee Interlocks and Insider Participation” is incorporated herein by reference.]

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

incorporated herein by reference.

The information in the Proxy Statement set forth under the captions “Information Regarding Beneficial Ownership of Principal [removed: Shareholders, Directors, and Management” and “Equity Compensation Plan Information” is incorporated herein by reference.]

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

The information set forth in the Proxy Statement under the captions “Director Independence” and “Certain Relationships and [removed: Related-Party Transactions” is incorporated herein by reference.]

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 [removed: 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.]

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.

[removed: Financial statement schedules have] been omitted since they either are not required, not applicable, or the information is otherwise included.

Index to [removed: Financial Statements][added: Financial]

| | [removed: | |] Page | [removed: | |]

| [Report of Independent Registered Public Accounting [removed: Firm](#i8f5174e18a84453e86a7ae640d3d9ca6_52) | | | [59](#i8f5174e18a84453e86a7ae640d3d9ca6_52) |] [added: Firm](#i942bbb9abf014d1e8b8bdeb28ba8548e_67)] | [added: [59](#i942bbb9abf014d1e8b8bdeb28ba8548e_67)] |

| [Consolidated Balance Sheets [removed: at](#i8f5174e18a84453e86a7ae640d3d9ca6_55)] [added: at](#i942bbb9abf014d1e8b8bdeb28ba8548e_70)] December 31, [added: 2024 [and](#i942bbb9abf014d1e8b8bdeb28ba8548e_70)] 2023 [removed: [and](#i8f5174e18a84453e86a7ae640d3d9ca6_55) 2022] | [removed: | | [61](#i8f5174e18a84453e86a7ae640d3d9ca6_55) | |] [added: [61](#i942bbb9abf014d1e8b8bdeb28ba8548e_70)] |

| [Consolidated Statements of Income for the Years [removed: En](#i8f5174e18a84453e86a7ae640d3d9ca6_58)[ded](#i8f5174e18a84453e86a7ae640d3d9ca6_58)] [added: Ended](#i942bbb9abf014d1e8b8bdeb28ba8548e_73)] December 31, [removed: 2023[,](#i8f5174e18a84453e86a7ae640d3d9ca6_58)] [added: 2024[,](#i942bbb9abf014d1e8b8bdeb28ba8548e_73) 2023 [and](#i942bbb9abf014d1e8b8bdeb28ba8548e_73)] 2022 [removed: [and](#i8f5174e18a84453e86a7ae640d3d9ca6_58) 2021] | [removed: | | [62](#i8f5174e18a84453e86a7ae640d3d9ca6_58) | |] [added: [62](#i942bbb9abf014d1e8b8bdeb28ba8548e_73)] |

| [Consolidated Statements of Comprehensive Income for the [removed: Y](#i8f5174e18a84453e86a7ae640d3d9ca6_61)[ears Ended](#i8f5174e18a84453e86a7ae640d3d9ca6_61)] [added: Years Ended](#i942bbb9abf014d1e8b8bdeb28ba8548e_76)] December 31, [removed: 2023[,](#i8f5174e18a84453e86a7ae640d3d9ca6_61)] [added: 2024[,](#i942bbb9abf014d1e8b8bdeb28ba8548e_76) 2023 [and](#i942bbb9abf014d1e8b8bdeb28ba8548e_76)] 2022 [removed: [and](#i8f5174e18a84453e86a7ae640d3d9ca6_61) 2021] | [removed: | | [63](#i8f5174e18a84453e86a7ae640d3d9ca6_61) | |] [added: [63](#i942bbb9abf014d1e8b8bdeb28ba8548e_76)] |

| [Consolidated Statements of [removed: Stockholders’] Equity for the [removed: Yea](#i8f5174e18a84453e86a7ae640d3d9ca6_64)[rs Ended](#i8f5174e18a84453e86a7ae640d3d9ca6_64)] [added: Years Ended](#i942bbb9abf014d1e8b8bdeb28ba8548e_79)] December 31, [removed: 2023[,](#i8f5174e18a84453e86a7ae640d3d9ca6_64)] [added: 2024[,](#i942bbb9abf014d1e8b8bdeb28ba8548e_79) 2023 [and](#i942bbb9abf014d1e8b8bdeb28ba8548e_79)] 2022 [removed: [and](#i8f5174e18a84453e86a7ae640d3d9ca6_64) 2021] | [removed: | | [64](#i8f5174e18a84453e86a7ae640d3d9ca6_64) | |] [added: [64](#i942bbb9abf014d1e8b8bdeb28ba8548e_79)] |

| [Consolidated Statements of Cash Flows for the Years [removed: En](#i8f5174e18a84453e86a7ae640d3d9ca6_67)[ded](#i8f5174e18a84453e86a7ae640d3d9ca6_67)] [added: Ended](#i942bbb9abf014d1e8b8bdeb28ba8548e_82)] December 31, [removed: 2023[,](#i8f5174e18a84453e86a7ae640d3d9ca6_67)] [added: 2024[,](#i942bbb9abf014d1e8b8bdeb28ba8548e_82) 2023 [and](#i942bbb9abf014d1e8b8bdeb28ba8548e_82)] 2022 [removed: [and](#i8f5174e18a84453e86a7ae640d3d9ca6_67) 2021] | [removed: | | [65](#i8f5174e18a84453e86a7ae640d3d9ca6_67) | |] [added: [65](#i942bbb9abf014d1e8b8bdeb28ba8548e_82)] |

| [Notes to Consolidated Financial [removed: Statements](#i8f5174e18a84453e86a7ae640d3d9ca6_70) | | | [66](#i8f5174e18a84453e86a7ae640d3d9ca6_70) |] [added: Statements](#i942bbb9abf014d1e8b8bdeb28ba8548e_85)] | [added: [66](#i942bbb9abf014d1e8b8bdeb28ba8548e_85)] |

(b) [removed: Exhibit Listing][added: Exhibit Listing]

| [removed: Exhibit no. | | | |] [added: Exhibit no.] | |

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

| [removed: [3.2](https://www.sec.gov/Archives/edgar/data/1175454/000162828022017144/flt-bylaws2022bdmeeting.htm) | |] [added: [3.3](https://www.sec.gov/Archives/edgar/data/1175454/000162828024010593/exhibit32amendedandrestate.htm)] | Amended and Restated Bylaws of [removed: FLEETCOR Technologies, Inc.] [added: 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 [removed: June 14, 2022) | |] [added: March 12, 2024)] |

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/1175454/000119312510149947/dex41.htm) | |] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1175454/000119312510149947/dex41.htm)] | 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) | [removed: | |]

| [removed: [4.2](http://www.sec.gov/Archives/edgar/data/1175454/000117545420000008/descriptionoffleetcort.htm) | |] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1175454/000117545420000008/descriptionoffleetcort.htm)] | 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) | [removed: | |]

| [removed: [10.1*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510149947/dex101.htm) | |] [added: [10.1*](https://www.sec.gov/Archives/edgar/data/1175454/000119312510149947/dex101.htm)] | Form of Indemnity Agreement entered into between [removed: FLEETCOR] [added: 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) | [removed: | |]

| [removed: [10.2*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510124434/dex107.htm) | |] [added: [10.2*](https://www.sec.gov/Archives/edgar/data/1175454/000119312510124434/dex107.htm)] | 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) | [removed: | |]

| [removed: [10.3*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510124434/dex108.htm) | |] [added: [10.3*](https://www.sec.gov/Archives/edgar/data/1175454/000119312510124434/dex108.htm)] | 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) | [removed: | |]

| [removed: [10.4*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510124434/dex109.htm) | |] [added: [10.4*](https://www.sec.gov/Archives/edgar/data/1175454/000119312510124434/dex109.htm)] | 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) | [removed: | |]

| [removed: [10.5*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510134183/dex1011.htm) | |] [added: [10.5*](https://www.sec.gov/Archives/edgar/data/1175454/000119312510134183/dex1011.htm)] | FLEETCOR Technologies, Inc. Annual Executive Bonus Program (incorporated by reference to Exhibit [removed: 10.12] [added: 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) | [removed: | |]

| [removed: [10.6*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510134183/dex1012.htm) | |] [added: [10.6*](https://www.sec.gov/Archives/edgar/data/1175454/000119312510134183/dex1012.htm)] | Employee Noncompetition, Nondisclosure and Developments Agreement, dated September 25, 2000, between Fleetman, Inc. and Ronald F. Clarke (incorporated by reference to Exhibit 10.12 to Amendment No. 2 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on June 8, 2010) | [removed: | |]

| [removed: [10.7](http://www.sec.gov/Archives/edgar/data/1175454/000119312510134183/dex1017.htm) | |] [added: [10.7](https://www.sec.gov/Archives/edgar/data/1175454/000119312510134183/dex1017.htm)] | Sixth Amended and Restated Registration Rights Agreement, dated April 1, 2009, between FLEETCOR Technologies, Inc. and each of the stockholders party thereto (incorporated by reference to Exhibit 10.17 to Amendment No. 2 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on June 8, 2010) | [removed: | |]

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

| [removed: [10.9](http://www.sec.gov/Archives/edgar/data/1175454/000119312510149947/dex1037.htm) | |] [added: [10.9](https://www.sec.gov/Archives/edgar/data/1175454/000119312510149947/dex1037.htm)] | Form of Indemnity Agreement to be entered into between [removed: FLEETCOR] [added: 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) | [removed: | |]

| [removed: [10.10](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1038.htm) | |] [added: [10.10](https://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1038.htm)*] | Form of Director Restricted Stock Grant Agreement pursuant to the FLEETCOR Technologies, Inc. 2010 Equity Compensation Plan (incorporated by reference to Exhibit 10.38 to Amendment No. 6 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on November 30, 2010) | [removed: | |]

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

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

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

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

| [removed: [10.15*](http://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1043.htm) | |] [added: [10.15*](https://www.sec.gov/Archives/edgar/data/1175454/000119312510271283/dex1043.htm)] | Amended and Restated Employee Noncompetition, Nondisclosure and Developments Agreement, dated November 29, 2010, between FLEETCOR Technologies, Inc. and Ronald F. Clarke (incorporated by reference to Exhibit No. 10.43 to Amendment No. 6 to the registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on November 30, 2010) | [removed: | |]

| [removed: [10.16](http://www.sec.gov/Archives/edgar/data/1175454/000119312512225964/d330922dex101.htm) | |] [added: [10.16](https://www.sec.gov/Archives/edgar/data/1175454/000119312512225964/d330922dex101.htm)] | Arrangement Agreement Among FLEETCOR Luxembourg Holdings2 S.À.R.L, FLEETCOR Technologies, Inc. and CTF Technologies, Inc. (incorporated by reference to Exhibit 10.1 to the registrant’s Form 10-Q, File No. 001-35004, filed with the SEC on May 10, 2012) | [removed: | |]

| [removed: [10.17](https://www.sec.gov/Archives/edgar/data/1175454/000162828023005444/ex1017equitycompensationpl.htm) | |] [added: [10.17](https://www.sec.gov/ix?doc=/Archives/edgar/data/1175454/000162828024008060/flt-20231231.htm)*] | [removed: FLEETCOR Technologies, Inc.] [added: Corpay] 2010 Equity Compensation Plan, as amended and restated effective April 13, 2022 [removed: | |] [added: (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)] |

| [removed: [10.18](http://www.sec.gov/Archives/edgar/data/1175454/000119312514147981/d634148ddef14a.htm#toc634148_19) | |] [added: [10.18](https://www.sec.gov/Archives/edgar/data/1175454/000119312514147981/d634148ddef14a.htm#toc634148_19)*] | FLEETCOR Technologies, Inc. Section 162(M) Performance—Based Program (incorporated by reference to Annex A to the registrant’s Proxy Statement, File No. 001-35004, filed with the SEC on April 18, 2014) | [removed: | |]

| [10.19*](https://www.sec.gov/Archives/edgar/data/1175454/000117545421000047/exh104.htm) | [removed: | |] 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) | [removed: | |]

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

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

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

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

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

Financial statement schedules have

Statements

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| [3.2](https://www.sec.gov/Archives/edgar/data/1175454/000162828024010593/exhibit31certificateofowne.htm) | 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) |

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