Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

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

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

years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial

statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the

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

period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)

(PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal

Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013

framework) and our report dated February 27, 2025 expressed an adverse opinion thereon.

Basis for Opinion

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

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

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

regulations of the Securities and Exchange Commission and the PCAOB.

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

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

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

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

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

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

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

Critical Audit Matters

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

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

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

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

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

or disclosures to which they relate.

		Valuation of goodwill
Description of the Matter		At December 31, 2024, the Company’s goodwill was $6.0 billion. As discussed in Note 2 to the consolidated financial statements, the Company completes an impairment test of goodwill at the reporting unit level at least annually or more frequently if facts and circumstances indicate that goodwill might be impaired. The Company’s quantitative impairment test involves estimating the fair value of each reporting unit using a discounted cash flow analysis and to a lesser extent, market multiples for comparable companies. During the year ended December 31, 2024, the Company recognized a goodwill impairment loss of $90 million related to the Payroll Card reporting unit. Auditing the Company's estimate of fair value for the Payroll Card reporting unit was complex and subjective due to a high degree of subjectivity of certain assumptions underlying the determination of the reporting unit’s fair value using the discounted cash flow model. These assumptions included forecasts for Earnings before Interest Taxes Depreciation and Amortization (EBITDA) margin as well as the discount rate, which are affected by expectations about future market or economic conditions.

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

/s/ Ernst & Young LLP

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

Atlanta, Georgia

February 27, 2025

Corpay, Inc. and Subsidiaries

Consolidated Balance Sheets

(In Thousands, Except Share and Par Value Amounts)

		December 31,
		2024		2023
Assets
Current assets:
Cash and cash equivalents		$1,553,642		$1,389,648
Restricted cash		2,902,703		1,751,887
Accounts and other receivables (less allowance for credit losses of $133,757 at December 31, 2024 and $180,163 at December 31, 2023)		2,090,500		2,161,586
Securitized accounts receivable—restricted for securitization investors		1,323,000		1,307,000
Prepaid expenses and other current assets		806,024		474,144
Total current assets		8,675,869		7,084,265
Property and equipment, net		377,705		343,154
Goodwill		5,984,667		5,644,958
Other intangibles, net		2,410,442		2,085,663
Investments		60,088		69,521
Other assets		448,260		248,691
Total assets		$17,957,031		$15,476,252
Liabilities and equity
Current liabilities:
Accounts payable		$1,570,426		$1,624,995
Accrued expenses		444,938		356,118
Customer deposits		3,266,126		2,397,279
Securitization facility		1,323,000		1,307,000
Current portion of notes payable and lines of credit		1,446,974		819,749
Other current liabilities		656,417		320,612
Total current liabilities		8,707,881		6,825,753
Notes payable and other obligations, less current portion		5,226,106		4,596,156
Deferred income taxes		439,176		470,232
Other noncurrent liabilities		437,879		301,752
Total noncurrent liabilities		6,103,161		5,368,140
Commitments and contingencies (Note 15)
Stockholders’ equity:
Common stock, $0.001 par value; 475,000,000 shares authorized; 131,425,669 shares issued and 70,170,016 shares outstanding at December 31, 2024; and 128,759,639 shares issued and 71,715,804 shares outstanding at December 31, 2023		131		129
Additional paid-in capital		3,811,131		3,266,185
Retained earnings		9,196,405		8,192,659
Accumulated other comprehensive loss		(1,713,996)		(1,289,099)
Less treasury stock (61,255,653 shares and 57,043,835 shares at December 31, 2024 and 2023, respectively)		(8,171,329)		(6,887,515)
Total Corpay stockholders’ equity		3,122,342		3,282,359
Noncontrolling interest		23,647		—
Total equity		3,145,989		3,282,359
Total liabilities and equity		$17,957,031		$15,476,252

See accompanying notes.

Corpay, Inc. and Subsidiaries

Consolidated Statements of Income

(In Thousands, Except Per Share Amounts)

		Year Ended December 31,
		2024		2023		2022
Revenues, net		$3,974,589		$3,757,719		$3,427,129
Expenses:
Processing		869,085		819,908		764,707
Selling		380,906		340,157		309,082
General and administrative		616,874		603,424		584,135
Depreciation and amortization		351,088		336,604		322,282
Goodwill impairment		90,000		—		—
Other operating, net		789		753		282
Gain on disposition of business		(121,310)		—		—
Operating income		1,787,157		1,656,873		1,446,641
Investment loss (gain), net		239		(116)		1,382
Other expense (income), net		13,722		(16,623)		3,003
Interest expense, net		383,043		348,607		164,662
Loss on extinguishment of debt		5,040		—		1,934
Total other expense, net		402,044		331,868		170,981
Income before income taxes		1,385,113		1,325,005		1,275,660
Provision for income taxes		381,381		343,115		321,333
Net income		1,003,732		981,890		954,327
Less: Net loss attributable to noncontrolling interest		(14)		—		—
Net income attributable to Corpay		$1,003,746		$981,890		$954,327
Earnings per share:
Basic earnings per share attributable to Corpay		$14.27		$13.42		$12.62
Diluted earnings per share attributable to Corpay		$13.97		$13.20		$12.42
Weighted average shares outstanding:
Basic shares		70,331		73,155		75,598
Diluted shares		71,848		74,387		76,862

See accompanying notes.

Corpay, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(In Thousands)

		Year Ended December 31,
		2024		2023		2022
Net income		$1,003,732		$981,890		$954,327
Other comprehensive (loss) income:
Foreign currency translation (losses) gains, net of tax		(496,534)		140,089		(77,135)
Reclassification of accumulated foreign currency translation losses to net income as a result of the sale of a foreign entity (Note 19)		—		120,269		—
Net change in derivative contracts, net of tax		65,861		(39,807)		32,101
Total other comprehensive (loss) income, net of tax		(430,673)		220,551		(45,034)
Total comprehensive income		573,059		1,202,441		909,293
Comprehensive (loss) attributable to noncontrolling interest		(5,790)		—		—
Comprehensive income attributable to Corpay		$578,849		$1,202,441		$909,293

See accompanying notes.

Corpay, Inc. and Subsidiaries

Consolidated Statements of Equity

(In Thousands)

		Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury stock		Total Corpay Stockholders' Equity		Noncontrolling Interest		Total Equity
Balance at December 31, 2021		$127		$2,878,751		$6,256,442		$(1,464,616)		$(4,804,124)		$2,866,580		$—		$2,866,580
Net income		—		—		954,327		—		—		954,327		—		954,327
Other comprehensive loss, net of tax		—		—		—		(45,034)		—		(45,034)		—		(45,034)
Acquisition of common stock		—		—		—		—		(1,405,200)		(1,405,200)		—		(1,405,200)
Stock-based compensation		—		121,416		—		—		—		121,416		—		121,416
Issuance of common stock		1		49,403		—		—		—		49,404		—		49,404
Balance at December 31, 2022		128		3,049,570		7,210,769		(1,509,650)		(6,209,324)		2,541,493		—		2,541,493
Net income		—		—		981,890		—		—		981,890		—		981,890
Other comprehensive income, net of tax		—		—		—		220,551		—		220,551		—		220,551
Acquisition of common stock		—		(13,212)		—		—		(678,191)		(691,403)		—		(691,403)
Stock-based compensation		—		116,086		—		—				116,086		—		116,086
Issuance of common stock		1		113,741		—		—				113,742		—		113,742
Balance at December 31, 2023		129		3,266,185		8,192,659		(1,289,099)		(6,887,515)		3,282,359		—		3,282,359
Net income		—		—		1,003,746		—		—		1,003,746		(14)		1,003,732
Other comprehensive loss, net of tax		—		—		—		(424,897)		—		(424,897)		(5,776)		(430,673)
Acquisition of noncontrolling interest		—		—		—		—		—		—		29,437		29,437
Acquisition of common stock		—		—		—		—		(1,283,814)		(1,283,814)		—		(1,283,814)
Stock-based compensation		—		116,724		—		—		—		116,724		—		116,724
Issuance of common stock		2		428,222		—		—		—		428,224		—		428,224
Balance at December 31, 2024		$131		$3,811,131		$9,196,405		$(1,713,996)		$(8,171,329)		$3,122,342		$23,647		$3,145,989

See accompanying notes.

Corpay, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In Thousands)

		Year Ended December 31,
		2024		2023		2022
Operating activities
Net income		$1,003,732		$981,890		$954,327
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		120,106		109,983		92,010
Stock-based compensation		116,724		116,086		121,416
Provision for credit losses on accounts and other receivables		103,133		125,152		131,096
Amortization of deferred financing costs and discounts		7,994		7,249		7,748
Amortization of intangible assets and premium on receivables		230,982		226,621		230,272
Deferred income taxes		(64,718)		(46,678)		(33,174)
Loss on extinguishment of debt		5,040		—		1,934
Goodwill impairment		90,000		—		—
Gain on disposition of business, net		(121,310)		(13,712)		—
Other non-cash operating expense, net		1,028		637		1,664
Changes in operating assets and liabilities (net of acquisitions/disposition):
Accounts and other receivables		(176,931)		(210,261)		(598,674)
Prepaid expenses and other current assets		9,166		69,287		(17,543)
Derivative assets and liabilities, net		(15,414)		(33,278)		(11,260)
Other assets		(32,189)		54,180		(41,068)
Accounts payable, accrued expenses and customer deposits		663,222		713,976		(83,951)
Net cash provided by operating activities		1,940,565		2,101,132		754,797
Investing activities
Acquisitions, net of cash acquired		(821,924)		(428,327)		(216,917)
Purchases of property and equipment		(175,176)		(153,822)		(151,428)
Proceeds from disposition of a business, net of cash disposed		185,506		197,025		—
Other		4,117		4,401		—
Net cash used in investing activities		(807,477)		(380,723)		(368,345)
Financing activities
Proceeds from issuance of common stock		428,224		113,742		49,404
Repurchase of common stock		(1,287,998)		(686,859)		(1,405,200)
Borrowings on securitization facility, net		16,000		20,000		169,000
Deferred financing costs		(8,493)		(376)		(10,355)
Proceeds from notes payable		825,000		—		3,000,000
Principal payments on notes payable		(140,050)		(94,000)		(2,824,000)
Borrowings from revolver		9,989,000		8,734,960		7,236,000
Payments on revolver		(9,278,000)		(9,118,960)		(6,526,000)
(Payments on) borrowings from swing line of credit, net		(140,713)		135,568		194
Other		2,019		(2,286)		(271)
Net cash provided by (used in) financing activities		404,989		(898,211)		(311,228)
Effect of foreign currency exchange rates on cash		(223,267)		30,157		(36,739)
Net increase in cash and cash equivalents and restricted cash		1,314,810		852,355		38,485
Cash and cash equivalents and restricted cash, beginning of year		3,141,535		2,289,180		2,250,695
Cash and cash equivalents and restricted cash, end of year		$4,456,345		$3,141,535		$2,289,180
Supplemental cash flow information
Cash paid for interest		$496,098		$448,384		$229,641
Cash paid for income taxes		$374,039		$408,340		$358,231

See accompanying notes.

Corpay, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2024

1. Description of Business

Effective March 25, 2024, FLEETCOR Technologies, Inc. ("FLEETCOR") changed its corporate name to Corpay, Inc. At that

time, the Company ceased trading under the ticker symbol "FLT" and began trading under its new ticker symbol, "CPAY," on

the New York Stock Exchange (NYSE) and has been a member of the S&P 500 since 2018. Corpay is a global corporate

payments company that helps businesses and consumers better manage and pay their expenses. Corpay's suite of modern

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

lodging expenses (e.g., hotel and extended stay bookings) and corporate payments (e.g., domestic and international accounts

payable and point of sale purchases). This results in the Company's customers saving time and ultimately spending less. Since

its incorporation in 2000, Corpay has delivered payment and spend solutions with customized controls and robust capabilities

that offer its customers a better way to pay.

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

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

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

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

businesses. The Company's wide range of modern, digitized solutions generally provides control, reporting and automation

benefits superior to many of the payment methods businesses often use, such as cash, paper checks, general purpose credit

cards, as well as employee pay and reclaim processes.

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

The Company reports these segments to reflect how it organizes and manages its global employee base, manages operating

performance and executes on strategic initiatives.

The Company's Vehicle Payments solutions are purpose-built to enable its business and consumer customers to pay for vehicle

related expenses, while providing greater control and visibility of employee spending when compared with less specialized

payment methods, such as cash or general-purpose credit cards. The Company's Vehicle Payments solutions include fuel card

offerings, tolls and other complementary products. The Company's Corporate Payments solutions simplify and automate vendor

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

Companies save time, cut costs and manage business-to-business (B2B) payment processing more efficiently with the

Company's suite of corporate payment solutions, including AP automation, virtual cards, cross-border payments and purchasing

and travel and entertainment cards. The Company's Lodging Payments solutions help businesses manage their travel-related

lodging expenses while in the field, as well as lodging expenses of their customers, such as disrupted passengers in the airline

industry. Corpay provides other payments solutions, including gift and payroll cards.

The Company's solutions provide customers with control capabilities including customizable user-level controls, programmable

alerts and detailed transaction reporting, among others. The Company's customers can use the data, controls and tools to combat

employee misuse and fraud, streamline expense administration and potentially lower their operating costs.

The Company utilizes both proprietary and third-party payment acceptance networks to deliver its solutions. In the Company's

proprietary networks, which tend to be geographically distinct, transactions are processed on applications and operating systems

owned and operated by the Company and only at select participating merchants with whom it has contracted directly for

acceptance. Third-party networks are operated by independent parties and tend to be more broadly accepted, which is the

primary benefit compared with the Company's proprietary networks. Mastercard and VISA are the Company's primary third-

party network partners in North America and Europe, respectively.

The Company actively markets and sells its solutions to current and prospective customers using a multi-channel approach.

This go-to-market strategy includes comprehensive digital channels, direct sales forces and strategic partner relationships. The

Company sells stand-alone products and services and is currently deploying platforms where a single customer can use multiple

products from one user interface. The Company's capabilities are also offered through indirect sales channels (e.g., such as

major oil companies and retail establishments for certain of our products in Vehicle Payments) and on a branded or “white

label” basis, indirectly through a broad range of resellers and partners across Vehicle Payments, Lodging Payments and

Corporate Payments. In doing so, the Company leverages their sales networks to expand its reach into new customer segments,

new industry verticals and new geographies faster and at a significantly lower cost.

2. Basis of Presentation and Summary of Significant Accounting Policie****s

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States

(GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and

disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and

expenses during the reporting periods. Future events and their effects cannot be predicted with certainty; accordingly,

accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the Company’s

consolidated financial statements may change as new events occur, as more experience is acquired, as additional information is

obtained and as the Company’s operating environment changes. Actual results may differ from those estimates.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Corpay, Inc. and all of its wholly owned

subsidiaries. All significant intercompany balances and transactions have been eliminated.

The Company’s fiscal year ends on December 31. In certain of the Company’s U.K. businesses, the Company records the

operating results using a 4-4-5 week accounting cycle with the fiscal year ending on the Friday on or immediately preceding

December 31. Fiscal years 2024, 2023 and 2022 include 52 weeks for the businesses reporting using a 4-4-5 accounting cycle.

Financial Instruments-Credit Losses

The Company accounts for financial assets' expected credit losses in accordance with Accounting Standards Codification

(ASC) 326, "Financial Instruments - Credit Losses". The Company’s financial assets subject to credit losses are primarily trade

receivables. The Company utilizes a combination of aging and loss-rate methods to develop an estimate of current expected

credit losses, depending on the nature and risk profile of the underlying asset pool, based on product, size of customer and

historical losses. Expected credit losses are estimated based upon an assessment of risk characteristics, historical payment

experience and the age of outstanding receivables, adjusted for forward-looking economic conditions. The allowances for

remaining financial assets measured at amortized cost basis are evaluated based on underlying financial condition, credit history

and current and forward-looking economic conditions. The estimation process for expected credit losses includes consideration

of qualitative and quantitative risk factors associated with the age of asset balances, expected timing of payment, contract terms

and conditions, changes in specific customer risk profiles or mix of customers, geographic risk, economic trends and relevant

environmental factors. The Company's provision for credit losses is recorded within processing expenses in the Consolidated

Statements of Income. At December 31, 2024 and 2023, approximately 87% and 82%, respectively, of outstanding accounts

receivable were less than 30 days past due. Accounts receivable deemed uncollectible are removed from accounts receivable

and the allowance for credit losses when internal collection efforts have been exhausted and accounts have been turned over to

a third-party collection agency. Recoveries from the third-party collection agency are not significant.

Business Combinations

Business combinations completed by us have been accounted for under the acquisition method of accounting, which requires

that the acquired assets and liabilities, including contingencies, be recorded at fair value determined as of the acquisition date.

The excess of the purchase price over the fair values of the tangible and intangible assets acquired and liabilities assumed

represents goodwill. Amounts assigned to goodwill are primarily attributable to buyer-specific synergies expected to arise after

the acquisition (e.g., enhanced reach of the combined organization and other synergies) and the assembled work force of the

acquiree. The results of the acquired businesses are included in our results of operations beginning from the completion date of

the transaction.

The estimates the Company uses to determine the fair value of long-lived assets, such as intangible assets, can be complex and

require significant judgments. The Company uses information available to us to make fair value determinations and engages

independent valuation specialists, when necessary, to assist in the fair value determination of significant acquired long-lived

assets. The estimated fair values of customer-related and contract-based intangible assets are generally determined using the

income approach, which is based on projected cash flows discounted to their present value using discount rates that consider the

timing and risk of the forecasted cash flows (excess earnings method). The discount rates used represent a risk-adjusted market

participant weighted-average cost of capital, derived using customary market metrics. These measures of fair value also require

considerable judgments about future events, including forecasted revenue growth rates, forecasted customer attrition rates and

technology changes. Acquired technologies are generally valued using the replacement cost method, which requires us to

estimate the costs to construct an asset of equivalent utility at prices available at the time of the valuation analysis, with

adjustments in value for physical deterioration and functional and economic obsolescence. Trademarks and trade names are

generally valued using the "relief-from-royalty" approach. This method assumes that trademarks and trade names have value to

the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. This method

requires the Company to estimate the future revenues for the related brands, the appropriate royalty rate and the weighted-

average cost of capital. This measure of fair value requires considerable judgment about the value a market participant would

be willing to pay in order to achieve the benefits associated with the trade name. Non-compete arrangements are measured at

fair value separately from the business combination using a cash flow method based on the Company's best estimate of the

probability of competition and its business effect absent the non-compete arrangement.

While the Company uses its best estimates and assumptions to determine the fair values of the assets acquired and the liabilities

assumed, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which

may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities

assumed. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the Company's

Consolidated Statements of Income. The Company also estimates the useful lives of intangible assets to determine the period

over which to recognize the amount of acquisition-related intangible assets as an expense. Certain assets may be considered to

have indefinite useful lives. The Company periodically reviews the indefinite nature of these assets. The Company also

periodically reviews the estimated useful lives assigned to its intangible assets to determine whether such estimated useful lives

continue to be appropriate.

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

The Company regularly evaluates whether events and circumstances have occurred that indicate the carrying amount of

property and equipment and intangible assets with finite lives may not be recoverable. When factors indicate that these long-

lived assets should be evaluated for possible impairment, the Company assesses the potential impairment by determining

whether the carrying amount of such long-lived assets will be recovered through the future undiscounted cash flows expected

from use of the asset and its eventual disposition. If the carrying amount of the asset is determined not to be recoverable, a

write-down to fair value is recorded. Fair values are determined based on quoted market prices or discounted cash flow analyses

as applicable. The Company regularly evaluates whether events and circumstances have occurred that indicate the useful lives

of property and equipment and intangible assets with finite lives may warrant revision.

The Company completes an impairment test of goodwill at least annually or more frequently if facts or circumstances indicate

that goodwill might be impaired. Goodwill is tested for impairment at the reporting unit level. When the Company believes it is

appropriate, the Company may elect to first perform the optional qualitative assessment for certain of its reporting units. Factors

considered in the qualitative assessment include general macroeconomic conditions, industry and market conditions, cost

factors, overall financial performance of our reporting units, events or changes affecting the composition or carrying amount of

the net assets of our reporting units, sustained decrease in our share price and other relevant entity-specific events. If the

Company elects to bypass the optional qualitative assessment or if it determines, on the basis of qualitative factors, that the fair

value of the reporting unit is more likely than not less than the carrying amount, a quantitative test would be required. The

Company then performs the quantitative goodwill impairment test for the applicable reporting units by comparing the reporting

unit’s carrying amount, including goodwill, to its fair value, which is measured based upon, among other factors, a discounted

cash flow analysis and, to a lesser extent, market multiples for comparable companies. If the carrying amount of the reporting

unit is greater than its fair value, goodwill is considered impaired.

As of October 1, 2024, as a result of the annual evaluation, the Company determined the goodwill within the Payroll card

reporting unit, a component of its “Other” category, was partially impaired. Accordingly, the Company recognized a goodwill

impairment loss of $90 million within goodwill impairment in the Consolidated Statements of Income during the year ended

December 31, 2024. Factors that led to this conclusion included i) decreased use of the card and its core component for the

Company's target customers, ii) the impact of historic and sustained increases in inflation and interest rates on the reporting

unit’s weighted average costs of capital, which was beyond the Company's control and iii) inability to achieve forecasted

operating results at historical underwritten values, all of which resulted in revised mid to long-term projections during the

fourth quarter of 2024, including reevaluation of the Company's anticipated capital investment in the reporting unit and which

negatively impacted the reporting unit's fair value. The Company engaged the assistance of a third-party valuation firm to assist

with the performance of its goodwill quantitative impairment test. The estimation of the net present value of future cash flows is

based upon varying economic assumptions, including assumptions such as revenue, net growth rates, operating costs, EBITDA

margins, capital expenditures, tax rates, long-term growth rates and discount rates. Of these assumptions, EBITDA margins and

discount rates are the most sensitive, subjective and/or complex. These assumptions are based on risk-adjusted discount factors

accommodating viewpoints that consider the full range of variability contemplated in the current and potential future economic

situations. There is approximately $57 million of goodwill remaining related to the Payroll card reporting unit following this

impairment.

The results of the 2024 impairment test for the Company's reporting units other than Payroll card indicated that the estimated

fair value of each of the Company's reporting units was in excess of the corresponding carrying amount as of October 1, 2024

and no impairment of goodwill existed. No events or changes in circumstances have occurred since the date of this most recent

annual impairment test that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

The Company also evaluates indefinite-lived intangible assets (primarily trademarks and trade names) for impairment annually.

The Company also tests for impairment at an interim date if events and circumstances indicate that it is more likely than not that

the fair value of an indefinite-lived intangible asset is below its carrying amount. An impairment loss is recognized if the

carrying amount of an indefinite-lived intangible asset exceeds the estimated fair value on the measurement date.

Estimates critical to the Company’s evaluation of indefinite-lived intangible assets for impairment include the discount rate,

royalty rates used in its evaluation of trade names and projected revenue growth. Based on the indefinite-lived intangible asset

impairment analyses performed as of October 1, 2024, the Company determined the fair value of each of its indefinite-lived

intangible assets was in excess of its carrying amount. No events or changes in circumstances have occurred since the date of

this most recent annual impairment analysis that would more likely than not reduce the fair value of an indefinite-lived

intangible asset below its carrying amount.

The Company has elected the alternative to measure certain investments in equity instruments that do not have readily

determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes for

similar investments of the issuer. The Company reassesses these investments each reporting period to evaluate whether these

investments continue to qualify for the alternative measurement at cost minus impairment, rather than requiring measurement at

fair value on a recurring basis. The Company evaluates for impairment these equity investments without readily determinable

fair values based on qualitative indicators (e.g., significant deterioration in investee's financial performance, adverse regulation,

etc.). Investments classified as trading securities are carried at fair value with any unrealized gain or loss recorded within

investment (gain) loss in the Consolidated Statements of Income. During 2021, the Company made an investment of

$37.4 million in a 20-year joint venture with a third-party Brazilian bank. The Company determined that it exercises significant

influence, but does not control, the joint venture and/or intermediary and records its allocable share of the joint ventures

earnings/losses as an equity method investment under ASC 323. The Company monitors its equity method investments

qualitatively for other than temporary impairment. The Company recorded no impairment charges on its investments for the

years ended December 31, 2024, 2023 and 2022.

Property and Equipment and Definite-Lived Intangible Assets

Property and equipment are stated at cost and depreciated on the straight-line basis. Intangible assets with finite lives, consisting

primarily of customer relationships, are stated at fair value upon acquisition and are amortized over their estimated useful lives.

Customer and merchant relationship useful lives are estimated using historical attrition rates.

The Company develops internal-use software that is used in providing processing and information management services to

customers. A significant portion of the Company’s capital expenditures are devoted to the development of such internal-use

computer software. Software development costs are capitalized once application development stage of the software has been

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

Application development stage is established when the Company has completed all planning, designing, coding and testing

activities that are necessary to determine that the software can be produced to meet its design specifications, including

functions, features and technical performance requirements. Capitalization of costs ceases when the software is ready for its

intended use. Software development costs are amortized using the straight-line method over the estimated useful life of the

software. The Company capitalized software costs of $136.3 million, $128.0 million and $120.5 million in 2024, 2023 and

2022, respectively. Amortization expense for software totaled $78.8 million, $77.5 million and $61.3 million in 2024, 2023 and

2022, respectively.

Income Taxes

The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized

for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets

and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to

apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on

deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. The

Company has elected to treat the Global Intangible Low Taxed Income (GILTI) inclusion as a current period expense.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in

which the associated temporary differences become deductible. The Company evaluates on a quarterly basis whether it is more

likely than not that its deferred tax assets will be realized in the future and concludes whether a valuation allowance must be

established.

The Company recognizes the impact of an uncertain income tax position on the income tax return at the largest amount that is

more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be

recognized if it has less than a 50% likelihood of being sustained. The Company includes any estimated interest and penalties

on tax related matters in income tax expense. See Note 13 for further information.

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents primarily consist of a) cash on hand, b) highly liquid investments with original maturities of three

months or less, such as certificates of deposit, treasury bills and money market funds, and c) customer deposits repayable on

demand without legal restrictions. 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.

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the Consolidated

Balance Sheets to amounts within the Consolidated Statements of Cash Flows (in thousands).

		December 31, 2024		December 31, 2023		December 31, 2022
Cash and cash equivalents		$1,553,642		$1,389,648		$1,435,163
Restricted cash		2,902,703		1,751,887		854,017
Total cash and cash equivalents and restricted cash		$4,456,345		$3,141,535		$2,289,180

Foreign Currency Translation

Assets and liabilities of foreign subsidiaries as well as intra-entity balances denominated in foreign-currency and designated for

long-term investment are translated into U.S. dollars at the rates of exchange in effect at period-end. The related translation

adjustments are recorded to accumulated other comprehensive loss. Income and expenses are translated at the average monthly

rates of exchange in effect during the year. Gains and losses from foreign currency transactions of these subsidiaries are

included in net income. The Company recognized net foreign exchange losses, which are recorded within other expense

(income), net in the Consolidated Statements of Income for the years ended December 31 as follows (in millions):

		2024		2023		2022
Foreign exchange losses		$9.2		$4.8		$1.7

The Company recorded foreign currency losses and gains on long-term intra-entity transactions included as a component of

foreign currency translation losses (gains), net of tax, in the Consolidated Statements of Comprehensive Income for the years

ended December 31 as follows (in millions):

		2024		2023		2022
Foreign currency losses (gains) on long-term intra-entity transactions		$132.0		$(29.0)		$205.7

Derivatives

The Company uses derivatives to minimize its exposures related to changes in interest rates and economic changes in the value

of certain foreign-denominated net assets. The Company also uses derivatives to facilitate cross-currency corporate payments

by writing derivatives to customers and enters into cross currency derivative contracts with banking partners to mitigate foreign

exchange risk associated with customer derivative contracts.

The Company is exposed to the risk of changing interest rates because its borrowings are subject to variable interest rates. In

order to mitigate this risk, the Company utilizes derivative instruments. Interest rate swap contracts designated as cash flow

hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments

over the life of the agreements without exchange of the underlying notional amount. The Company hedges interest payments on

an unspecified portion of its variable rate debt utilizing derivatives designated as cash flow hedges.

Changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recorded to the derivative assets/

liabilities and offset against accumulated other comprehensive loss. Derivative fair value changes that are recorded in

accumulated other comprehensive loss are reclassified to earnings in the same period or periods that the hedged item affects

earnings, to the extent the derivative is highly effective in offsetting the change in cash flows attributable to the hedged risk.

In the Company's cross-border payments business, the Company uses derivatives to facilitate cross-currency corporate

payments by writing derivatives, primarily foreign currency forward contracts, option contracts and swaps, for its customers.

The Company derives a currency spread from this activity. The Company recognizes current cross-border payments derivatives

in prepaid expenses and other current assets and recognizes other current liabilities and derivatives greater than one year in

other assets and other noncurrent liabilities in the accompanying Consolidated Balance Sheets at their fair value. Any gains/

losses associated with these derivatives are recorded through earnings.

The Company also utilizes cross-currency interest rate swaps designated as net investment hedges of its investments in foreign-

denominated operations, which effectively converts a specified U.S. dollar notional equivalent to an obligation denominated in

foreign currency and partially offsets the impact of changes in currency rates on the Company's foreign-denominated net

investments. Such contracts also create a positive interest differential on the U.S. dollar-denominated portion of the swap,

resulting in interest rate savings on the USD notional.

All cash flows associated with the Company's foreign currency and interest rate swap derivatives are included in cash flows

from operating activities in the Consolidated Statements of Cash Flows. Upon settlement of derivatives designated as net

investment hedges, the associated cash flows will be classified as investing activities in the Consolidated Statements of Cash

Flows. See Note 16 for further information.

Spot Trade Offsetting

The Company uses spot trades to facilitate cross-currency corporate payments. The Company applies offsetting to spot trade

assets and liabilities associated with contracts that include master netting agreements with the same counterparty, as a right of

offset exists, which the Company believes to be enforceable. As such, the Company has netted spot trade liabilities against spot

trade receivables at the counter-party level. The Company recognizes all spot trade assets, net in accounts receivable and all

spot trade liabilities, net in accounts payable, each net at the counterparty level, in its Consolidated Balance Sheets at their fair

value. The following table presents the Company’s spot trade assets and liabilities at their fair value for the years ended

December 31, 2024 and 2023 (in millions):

	December 31, 2024						December 31, 2023
	Gross		Offset on the Balance Sheet		Net		Gross		Offset on the Balance Sheet		Net
Assets
Accounts Receivable	$2,305.6		$(2,131.8)		$173.8		$2,499.9		$(2,373.8)		$126.1
Liabilities
Accounts Payable	$2,218.3		$(2,131.8)		$86.5		$2,457.3		$(2,373.8)		$83.5

Stock-Based Compensation

The Company routinely grants employee stock options and restricted stock awards/units as part of employee compensation

plans. Stock options are granted with an exercise price equal to the fair market value of the underlying Company share on the

date of grant. Options granted have vesting provisions ranging from one to four years, and vesting of the options is generally

based on the passage of time, performance or market conditions, or a combination of these. Stock option grants are subject to

forfeiture if employment terminates prior to vesting. The Company has selected the Black-Scholes option pricing model for

estimating the grant date fair value of stock option awards. The Company has considered the retirement and forfeiture

provisions of the options and utilized its historical experience to estimate the expected term of the options. Option forfeitures

are accounted for upon occurrence. The Company bases the risk-free interest rate on the yield of a zero coupon U.S. Treasury

security with a maturity equal to the expected term of the option from the date of the grant. Expected volatility is based on the

Company's historical volatility.

Awards of restricted stock and restricted stock units are independent of stock option grants and are subject to forfeiture if

employment terminates prior to vesting. The vesting of shares granted is generally based on the passage of time, performance or

market conditions, or a combination of these. Shares generally have graded vesting provisions of one to four years. The fair

value of restricted stock where the shares vest based on the passage of time or performance is based on the grant date fair value

of the Company’s stock.

The fair value of stock options and restricted stock units granted with market-based vesting conditions is estimated using the

Monte Carlo simulation valuation model. The risk-free interest rate and volatility assumptions used within the Monte Carlo

simulation valuation model are calculated consistently with those applied in the Black-Scholes options pricing model utilized in

determining the fair value of the market-based stock option awards.

For performance-based restricted stock awards/units and performance-based stock option awards, the Company must also make

assumptions regarding the likelihood of achieving performance goals. If actual results differ significantly from these estimates,

stock-based compensation expense and the Company’s results of operations could be materially affected.

Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over

the requisite service period based on the number of years over which the requisite service is expected to be rendered.

Deferred Financing Costs/Debt Discounts

Costs incurred to obtain financing are amortized over the term of the related debt using the effective interest method and are

included within interest expense, net. The Company capitalized additional debt issuance costs of $8.5 million associated with

refinancing its Credit Facility and Securitization Facility in 2024 and $0.4 million in 2023. At December 31, 2024 and 2023, the

Company had deferred financing costs of $4.2 million and $5.7 million, respectively, related to the revolver under the Credit

Facility and the Securitization Facility, each recorded within prepaid expenses and other current assets, on the Consolidated

Balance Sheets. The Company had deferred financing costs and debt discounts of $16.6 million and $19.0 million at

December 31, 2024 and 2023, 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.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the total of net income and all other changes in equity that result from transactions

and other economic events of a reporting period other than transactions with owners.

Accounts Receivable

The Company maintains a $1.7 billion revolving trade accounts receivable securitization facility (as amended from time to time,

the "Securitization Facility"). Accounts receivable collateralized within our Securitization Facility primarily relate to trade

receivables resulting primarily from charge card activity and other customer receivables 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. In turn, Funding

transfers in the form of a legal sale, without recourse, on a revolving basis, an undivided ownership interest in this pool of

accounts receivable to unrelated transferees (i.e., multi-seller banks and asset-backed commercial paper conduits). Funding

retains a residual, subordinated interest in cash flow distribution from the transferred receivables and provides to the transferees

an incremental pledge of unsold receivables as a form of over-collateralization to enhance the credit of the transferred

receivables. Purchases by the banks and conduits are generally financed with the sale of highly-rated commercial paper.

The Company utilizes proceeds from the securitized assets as an alternative to other forms of financing to reduce its overall

borrowing costs. The Company has agreed to continue servicing the sold receivables for the financial institution at market rates,

which approximates the Company’s cost of servicing. Funding determines the level of funding achieved by the sale of trade

accounts receivable, subject to a maximum amount. As the Company maintains certain continuing involvement in the

transferred/sold receivables, it does not derecognize the receivables from its Consolidated Balance Sheets. Instead, the

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

The Company’s Consolidated Balance Sheets and Statements of Income reflect the activity related to securitized accounts

receivable and the corresponding securitized debt, including interest income, fees generated from late payments, provision for

losses on accounts receivable and interest expense. The cash flows from borrowings and repayments associated with the

securitized debt are presented as cash flows from financing activities.

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

		2024		2023
Gross domestic unsecuritized accounts receivable		$945,714		$921,206
Gross domestic securitized accounts receivable		1,323,000		1,307,000
Gross foreign receivables		1,278,543		1,420,543
Total gross receivables		3,547,257		3,648,749
Less allowance for credit losses		(133,757)		(180,163)
Net accounts and securitized accounts receivable		$3,413,500		$3,468,586

A rollforward of the Company’s allowance for credit losses related to accounts receivable for the years ended December 31 is

as follows (in thousands):

		2024		2023		2022
Allowance for credit losses beginning of year		$180,163		$149,846		$98,719
Provision for credit losses		103,133		125,152		131,096
Write-offs		(139,110)		(115,631)		(90,540)
Recoveries		11,380		13,596		10,320
Impact of foreign currency		(21,809)		7,200		251
Allowance for credit losses end of year		$133,757		$180,163		$149,846

The provision for credit losses decreased during the year ended December 31, 2024 versus the comparable prior periods

primarily due to improved customer loss rates in the Company's U.S. Vehicle Payments business. Write-offs include fully

reserved receivables against the allowance.

Advertising

The Company expenses advertising costs as incurred. Advertising expense was $75.0 million, $64.6 million and $65.5 million

for the years ended December 31, 2024, 2023 and 2022, respectively.

Earnings Per Share

The Company reports basic and diluted earnings per share. Basic earnings per share is calculated using the weighted average of

common stock and non-vested, non-forfeitable restricted shares outstanding, unadjusted for dilution and net income attributable

to common shareholders.

Diluted earnings per share is calculated using the weighted average shares outstanding and contingently issuable shares less

weighted average shares recognized during the period. The net outstanding shares have been adjusted for the dilutive effect of

common stock equivalents, which consist of outstanding stock options and unvested forfeitable restricted stock units.

Adoption of New Accounting S****tandards

Segment Reporting

In November 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-07, "Segment Reporting (Topic

280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07"). The amendments are intended to increase

reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The

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

years beginning after December 15, 2024, with early adoption permitted. Upon transition, the segment expense categories and

amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in

the period of adoption. The Company adopted this ASU during the year ended December 31, 2024 and applied the amendments

retrospectively to all periods presented in our consolidated financial statements. See Note 18 for further information.

Recent Accounting Pronouncements Not Yet Adopted

Income Taxes

In December 2023, the FASB issued ASU No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax

Disclosures" ("ASU 2023-09"). The amendments require disclosure of specific categories in the rate reconciliation and provide

additional information for reconciling items that meet a quantitative threshold and further disaggregation of income taxes paid

for individually significant jurisdictions. The ASU is effective for fiscal years beginning after December 15, 2024, with early

adoption permitted. ASU 2023-09 should be applied on a prospective basis, while retrospective application is permitted. We are

currently evaluating the impact that this guidance will have on the disclosures within our consolidated financial statements.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU No. 2024-03, "Disaggregation of Income Statement Expenses". The ASU, among

other items, requires additional financial statement disclosures in tabular format disaggregating information about prescribed

categories (including employee compensation, depreciation and amortization) underlying any relevant income statement

expense captions. The ASU is effective on a prospective basis for fiscal years beginning after December 15, 2026 and interim

periods within fiscal years beginning after December 15, 2027, with early adoption and retrospective application permitted. We

are currently evaluating the impact this guidance will have on the disclosures within our consolidated financial statements.

3. Revenue

The Company provides payment solutions to our business, merchant, consumer and payment network customers. Our payment

solutions are primarily focused on specific spend categories, including Vehicle Payments, Corporate Payments, Lodging

Payments and Other. The Company provides solutions that help businesses of all sizes control, simplify and secure payment of

various domestic and cross-border payables using specialized payment products. The Company also provides other payment

solutions for fleet maintenance, employee benefits and long-haul transportation-related services.

Payment Services

The Company’s primary performance obligation for the majority of its payment solutions (Vehicle Payments, Corporate

Payments, Lodging Payments and Other) is to stand-ready to provide authorization and processing services (payment services)

for an unknown or unspecified quantity of transactions and the consideration received is contingent upon the customer’s use

(e.g., number of transactions submitted and processed) of the related payment services. Accordingly, the total transaction price

is variable. Payment services involve a series of distinct daily services that are substantially the same, with the same pattern of

transfer to the customer. As a result, the Company directly allocates and recognizes variable consideration in the period it has

the contractual right to invoice the customer. Similarly, for the toll product within Vehicle Payments, the Company's primary

performance obligation is to stand-ready each month to provide access to the toll network and process toll transactions. Each

period of access is determined to be distinct and substantially the same as the customer benefits over the period of access.

The Company records revenue for its payment services net of (i) the cost of the underlying products and services; (ii)

assessments and other fees charged by the credit and debit payment networks (along with any rebates provided by them); (iii)

customer rebates and other discounts; and (iv) taxes assessed (e.g., VAT and VAT-like taxes) by a government, imposed

concurrent with a revenue-producing transaction. Variability arising from rebates is generally resolved and/or reset within the

reporting period to which the variable consideration is allocated. As such, the Company is able to directly allocate net

adjustments against revenue in the reporting period in which they are invoiced and does not materially constrain revenue

recognition as a significant reversal of revenue is not probable at invoicing.

The majority of the transaction price the Company receives for fulfilling the payment services performance obligation are

comprised of one or a combination of the following: 1) interchange fees earned from the payment networks; 2) discount fees

earned from merchants; 3) fees calculated based on a number of transactions processed; 4) fees calculated based upon a

percentage of the transaction value for the underlying goods or services (i.e. fuel, food, toll, lodging and transportation cards

and vouchers); and 5) monthly access fees.

The Company recognizes revenue when the underlying transactions are complete and as its performance obligations are

satisfied. Transactions are considered complete depending upon the related payment solution but generally when the Company

has authorized the transaction, validated that the transaction has no errors and accepted and posted the data to the Company’s

records.

In the Company's cross-border payments business, a portion of revenue is from exchanges of currency at spot rates, which

enables customers to make cross-currency payments. The Company's performance obligation for its foreign exchange payment

services is providing a foreign currency payment to a customer’s designated recipient and therefore, the Company recognizes

revenue on foreign exchange payment services when the underlying payment is made. Revenues from foreign exchange

payment services are primarily comprised of the difference between the exchange rate set by the Company to the customer and

the rate available in the wholesale foreign exchange market.

Gift Card Products and Services

The Company’s Gift solutions deliver both stored value cards and e-cards (cards) and card-based services primarily in the form

of gift cards to retailers. These activities each represent performance obligations that are separate and distinct. Revenue for

stored value cards is recognized (gross of the underlying cost of the related card, recorded in processing expenses within the

Consolidated Statements of Income) at the point in time when control passes to the Company's customer, which is generally

upon shipment.

Card-based services consist of transaction processing and reporting of gift card transactions where the Company recognizes

revenue based on the passage of time as it stands ready to process an unknown or unspecified quantity of transactions. As a

result, the Company directly allocates and recognizes variable consideration over the estimated period of time over which the

performance obligation is satisfied.

Other

The Company accounts for revenue from late fees and finance charges, in jurisdictions where permitted under local regulations,

primarily in the U.S., Canada and Brazil, in accordance with ASC 310, "Receivables." Such fees are recognized net of a

provision for estimated uncollectible amounts, at the time the fees and finance charges are assessed and services are provided

and represent approximately 4% and 5% of total consolidated revenues, net for the years ended December 31, 2024 and 2023,

respectively. The Company ceases billing and accruing for late fees and finance charges approximately 30 - 40 days after the

customer’s balance becomes delinquent.

In addition, in its cross-border payments business, the Company writes foreign currency forwards, option contracts and swaps

for its customers primarily to facilitate future payments in foreign currencies. The duration of these derivative contracts at

inception is generally less than one year. The Company aggregates its foreign exchange exposures arising from customer

contracts, including forwards, options and spot exchanges of currency, as necessary, and economically hedges the net currency

risks by entering into offsetting derivatives with established financial institution counterparties. The Company accounts for the

derivatives in its cross-border payments business in accordance with ASC 815, "Derivatives and Hedging." Revenues earned on

the currency spread inherent in the instruments on date of execution, as well as changes in fair value related to these instruments

prior to settlement, represented approximately 8% of consolidated revenues, net, for the years ended December 31, 2024 and

Revenue is also derived from the sale of equipment and cards in certain of the Company’s businesses, which is recognized at

the time the device or card is sold and control has passed to the customer. This revenue is recognized gross of the cost of sales

related to the equipment and cards in revenues, net within the Consolidated Statements of Income. The Company has recorded

$74.8 million, $76.3 million and $83.1 million of expenses related to sales of equipment and cards in processing expenses

within the Consolidated Statements of Income for the years ended December 31, 2024, 2023 and 2022, respectively.

Revenues from contracts with customers, within the scope of Topic 606, represent approximately 85% of consolidated

revenues, net, for the years ended December 31, 2024 and 2023.

The Company's remaining revenue primarily represents float revenue earned on invested customer funds in jurisdictions where

permitted. Such revenue represented approximately 3% and 2% of consolidated revenues, net for the years ended December 31,

2024 and 2023, respectively, and was not significant for the year ended December 31, 2022.

Disaggregation of Revenues

The Company provides its services to customers across different payment solutions and geographies. Revenues, net by solution

for the years ended December 31 (in millions) are as follows:

Revenues by Segment		2024		2023		2022
Vehicle Payments		$2,008.8		$2,005.5		$1,950.0
Corporate Payments		1,221.9		981.1		769.6
Lodging Payments		488.6		520.2		456.5
Other		255.3		250.9		251.0
Consolidated revenues, net		$3,974.6		$3,757.7		$3,427.1

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

Revenues by Geography*		2024		2023		2022
United States (country of domicile)		$2,078.6		$2,045.2		$2,020.7
Brazil		594.3		526.1		442.9
United Kingdom		542.0		478.5		390.9
Other		759.7		707.9		572.7
Consolidated revenues, net		$3,974.6		$3,757.7		$3,427.1

*Columns may not calculate due to rounding. Disclosure of revenues by geography has been conformed in all periods to align

with current presentation.

Contract Liabilities

Deferred revenue contract liabilities for customers subject to ASC 606 were $39.0 million and $45.7 million as of

December 31, 2024 and 2023, respectively. We expect to recognize approximately $29.1 million of these amounts in revenues

within 12 months and the remaining $9.9 million over the next five years as of December 31, 2024. The amount and timing of

revenue recognition is affected by several factors, including contract modifications and terminations, which could impact the

estimate of amounts allocated to remaining performance obligations and when such revenues could be recognized. Revenue

recognized for the year ended December 31, 2024, that was included in the deferred revenue contract liability as of January 1,

2024, was approximately $29.4 million.

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

In accordance with ASC 606, the Company capitalizes the incremental costs of obtaining a contract with a customer if the

Company expects to recover those costs. The incremental costs of obtaining a contract are those that the Company incurs to

obtain a contract with a customer that it would not have incurred if the contract had not been obtained (for example, a sales

commission).

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

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

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

performance obligations in the future.

c.The costs are expected to be recovered.

In order to determine the appropriate amortization period for contract costs, the Company considers a combination of factors,

including customer attrition rates, estimated terms of customer relationships, the useful lives of technology used by the

Company to provide products and services to its customers, whether further contract renewals are expected and if there is any

incremental commission to be paid on a contract renewal. Contract acquisition and fulfillment costs are amortized using the

straight-line method over the expected period of benefit (ranging from five to ten years). Costs to obtain a contract with an

expected period of benefit of one year or less are recognized as an expense when incurred. The amortization of contract

acquisition costs associated with sales commissions that qualify for capitalization is recorded as selling expense in the

Company’s Consolidated Statements of Income.

Amortization of capitalized contract costs recorded in selling expense was $18.9 million, $16.7 million and $15.4 million for

the years ended December 31, 2024, 2023 and 2022, respectively.

Costs to obtain or fulfill a contract are classified as contract cost assets within prepaid expenses and other current assets and

other assets in the Company’s Consolidated Balance Sheets. The Company had capitalized contract costs of $19.7 million and

$19.2 million within prepaid expenses and other current assets and $43.8 million and $44.9 million within other assets in the

Company’s Consolidated Balance Sheets, as of December 31, 2024 and 2023, respectively.

Further, the Company on occasion may make a cash payment to a customer as a contract incentive. We defer these costs as

payments to a customer if recoverable and amortize them over the benefit period, including anticipated customer renewals. The

amortization of costs associated with cash payments for client incentives is included as a reduction of revenues in the

Company’s Consolidated Statements of Income. The Company had deferred customer incentives of $5.5 million and

$10.0 million as of December 31, 2024 and 2023, respectively. Amortization of deferred customer incentives was immaterial

for the years ended December 31, 2024, 2023 and 2022.

Practical Expedients

ASC 606 requires disclosure of the aggregate amount of the transaction price allocated to unsatisfied performance obligations;

however, as allowed by ASC 606, the Company elected to exclude this disclosure for contracts with performance obligations of

one year or less and contracts with variable consideration that is directly allocated to a single performance obligation such as a

stand-ready series. As described above, the Company's most significant single performance obligations consist of variable

consideration directly allocated under a stand-ready series of distinct days of service. Such direct allocation of variable

consideration meets the specified criteria for the disclosure exclusion; therefore, the majority of the aggregate amount of

transaction price that is allocated to unsatisfied performance obligations is variable consideration that is not required for this

disclosure. The aggregate fixed consideration portion of customer contracts with an initial contract duration greater than one

year is not material.

The Company elected to exclude all sales taxes and other similar taxes from the transaction price. Accordingly, the Company

presents all collections from customers for these taxes on a net basis, rather than having to assess whether the Company is

acting as an agent or a principal in each taxing jurisdiction.

In certain arrangements with customers, the Company has determined that certain promised services and products are

immaterial in the context of the contract, both quantitatively and qualitatively.

As a practical expedient, the Company is not required to adjust the promised amount of consideration for the effects of a

significant financing component if the Company expects, at contract inception, that the period between when the Company

transfers a promised service or product to a customer and when the customer pays for the service or product will be one year or

less. As of December 31, 2024, the Company’s contracts with customers contain standard pricing where the timing on control

transfer is dependent upon the customer in a stand-ready environment and therefore did not contain a significant financing

component.

4. Fair Value Measurements

Fair value is a market-based measurement that reflects assumptions that market participants would use in pricing an asset or

liability. GAAP discusses valuation techniques, such as the market approach (comparable market prices), the income approach

(present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or

replacement cost). These valuation techniques are based upon observable and unobservable inputs. Observable inputs reflect

market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions.

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

follows:

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

• Level 2: Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability,

including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or

liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose

significant value drivers are observable.

• Level 3: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop

its own assumptions. The fair value hierarchy also requires an entity to maximize the use of observable inputs and

minimize the use of unobservable inputs when measuring fair value.

The following table presents the Company’s financial assets and liabilities which are measured at fair values on a recurring

basis as of December 31, 2024 and 2023, (in thousands):

		Fair Value		Level 1		Level 2		Level 3
December 31, 2024
Assets:
Overnight deposits		$140,359		$—		$140,359		$—
Money market		320,289		—		320,289		—
Certificates of deposit		273,082		—		273,082		—
Treasury bills		550,514		—		550,514		—
Interest rate swaps		19,765		—		19,765		—
Cross-currency interest rate swap		30,530		—		30,530		—
Foreign exchange contracts		833,695		—		833,695		—
Total assets		$2,168,234		$—		$2,168,234		$—
Cash collateral for foreign exchange contracts		$34,994
Liabilities:
Interest rate swaps		$9,861		$—		$9,861		$—
Cross-currency interest rate swap		5,220		—		5,220		—
Foreign exchange contracts		724,296		—		724,296		—
Total liabilities		$739,377		$—		$739,377		$—
Cash collateral obligation for foreign exchange contracts		$718,143
December 31, 2023
Assets:
Overnight deposits		$256,466		$—		$256,466		$—
Money market		376,465		—		376,465		—
Certificates of deposit		266,316		—		266,316		—
Treasury bills		236,505		—		236,505		—
Interest rate swaps		23,485		—		23,485		—
Foreign exchange contracts		320,216		—		320,216		—
Total assets		$1,479,453		$—		$1,479,453		$—
Cash collateral for foreign exchange contracts		$39,219
Liabilities:
Interest rate swaps		$55,796		—		$55,796		—
Cross-currency interest rate swap		14,522		—		14,522		—
Foreign exchange contracts		244,745		—		244,745		—
Total liabilities		$315,063		$—		$315,063		$—
Cash collateral obligation for foreign exchange contracts		$180,168

The Company has highly-liquid investments classified as cash equivalents, with original maturities of three months or less,

included in our Consolidated Balance Sheets. The Company utilizes Level 2 fair value determinations derived from directly or

indirectly observable (market based) information to determine the fair value of these highly liquid investments. The Company

has certain cash and cash equivalents that are invested in highly liquid investments, such as, overnight deposits, money markets,

certificates of deposit and Treasury bills, with purchased maturities ranging from overnight to three months or less. The value

of overnight deposits is determined based upon the quoted market prices for the treasury securities associated with the deposit.

The value of money market instruments is determined based upon the financial institutions' month-end statement, as these

instruments are not tradable and must be settled directly by us with the respective financial institution. Certificates of deposit

and certain U.S. Treasury bills are valued at cost, plus interest accrued. Given the short-term nature of these instruments, the

carrying value approximates fair value. Foreign exchange derivative contracts are carried at fair value, with changes in fair

value recognized in the Consolidated Statements of Income. The fair value of the Company's derivatives is derived with

reference to a valuation from a derivatives dealer operating in an active market, which approximates the fair value of these

instruments. Interest rate swap derivative contracts are carried at fair value, with changes in fair value recognized in

accumulated other comprehensive loss to the extent designated as highly effective cash flow hedges for accounting purposes.

The fair value represents the net settlement if the contracts were terminated as of the reporting date. Cash collateral received for

foreign exchange derivatives is recorded within customer deposits in our Consolidated Balance Sheets. Cash collateral

deposited for foreign exchange derivatives is recorded within restricted cash in our Consolidated Balance Sheets.

The level within the fair value hierarchy and the measurement technique are reviewed quarterly. Transfers between levels are

deemed to have occurred at the end of the quarter. There were no transfers between fair value levels during the periods

presented for 2024 and 2023.

The Company’s assets that are measured at fair value on a nonrecurring basis and are evaluated with periodic testing for

impairment include property and equipment, investments, goodwill and other intangible assets. Estimates of the fair value of

assets acquired and liabilities assumed in business combinations are generally developed using key inputs such as

management’s projections of cash flows on a held-and-used basis (if applicable), discounted as appropriate, management’s

projections of cash flows upon disposition and discount rates. Accordingly, these fair value measurements are in Level 3 of the

fair value hierarchy.

The Company's derivatives are over-the-counter instruments with liquid markets. The Company determines the fair values of its

derivatives based on quoted market prices for similar assets or liabilities or pricing models using current market

rates. Accordingly, these fair value measurements are in Level 2 of the fair value hierarchy. The amounts exchanged are

calculated by reference to the notional amounts and by other terms of the derivatives, such as interest rates, foreign currency

exchange rates, commodity rates or other financial indices. See Note 16 for further information.

The Company regularly evaluates the carrying value of its investments. The carrying value of investments without readily

determinable fair values was $60.1 million and $69.5 million at December 31, 2024 and 2023, respectively.

The fair value of the Company’s cash, accounts receivable, securitized accounts receivable and related facility, prepaid

expenses and other current assets, accounts payable, accrued expenses, customer deposits and short-term borrowings

approximate their respective carrying values due to the short-term maturities of the instruments. The carrying value of the

Company’s debt obligations approximates fair value as the interest rates on the debt are variable market-based interest rates that

reset on a monthly basis. These are each Level 2 fair value measurements, except for cash, which is a Level 1 fair value

measurement.

5. Stockholders' Equity

The Company's Board of Directors (the "Board") has approved a stock repurchase program (as updated from time to time, the

"Program") authorizing the Company to repurchase its common stock from time to time until February 4, 2026. On January 25,

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

2024, the Board authorized an increase to the aggregate size of the Program by another $1.0 billion to $9.1 billion. Since the

beginning of the Program through December 31, 2024, 33,090,680 shares have been repurchased for an aggregate purchase

price of $7.8 billion, leaving the Company up to $1.3 billion of remaining authorization available under the Program for future

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

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

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

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 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.

The Company accounted for the 2023 ASR Agreement as two separate transactions: (i) as shares of reacquired common stock

for the shares delivered to the Company upon execution of the ASR Agreement and (ii) as a forward contract indexed to the

Company's common stock for the undelivered shares. The initial delivery of shares was included in treasury stock at cost and

resulted in an immediate reduction of the outstanding shares used to calculate the weighted average common shares outstanding

for basic and diluted earnings per share. The forward contracts indexed to the Company's own common stock met the criteria

for equity classification, and these amounts were initially recorded in additional paid-in capital and reclassified to treasury stock

upon settlement based on the final weighted average per share price.

6**.** Stock-Based Compensation

The Company accounts for stock-based compensation pursuant to relevant authoritative guidance, which requires measurement

of compensation cost for all stock awards at fair value on the date of grant and recognition of compensation, net of estimated

forfeitures, over the requisite service period for awards expected to vest.

The Company has a Stock Incentive Plan (the "Plan"), pursuant to which the Company's Board is permitted to grant equity to

employees and directors. Under the Plan, a maximum of 20.65 million shares of the Company's common stock is approved to

be issued for grants of restricted stock and stock options.

The table below summarizes the expense recognized within general and administrative expenses in the Consolidated Statements

of Income related to stock-based compensation for the years ended December 31 (in thousands):

		2024		2023		2022
Stock options		$30,822		$24,342		$61,993
Restricted stock		85,902		91,744		59,423
Stock-based compensation		$116,724		$116,086		$121,416

The tax benefits related to stock-based compensation, inclusive of the tax benefits upon the exercises of options and vesting of

restricted stock were $60.7 million, $22.1 million and $25.5 million for the years ended December 31, 2024, 2023 and 2022,

respectively.

The following table summarizes the Company’s total unrecognized compensation cost related to outstanding stock awards as of

December 31, 2024 (cost in thousands):

		Unrecognized Compensation Cost		Weighted Average Period of Expense Recognition Remaining (in Years)
Stock options		$34,979		1.91
Restricted stock		37,903		0.58
Total		$72,882

Stock Options

The following summarizes the changes in the number of shares of stock options outstanding for the following periods (shares

and aggregate intrinsic value in thousands):

		Shares		Weighted Average Exercise Price		Options Exercisable at End of Year		Weighted Average Exercise Price of Exercisable Options		Weighted Average Fair Value of Options Granted During the Year		Aggregate Intrinsic Value
Outstanding at December 31, 2021		5,447		$176.52		3,798		$145.18				$257,707
Granted		649		223.66						$65.23
Exercised		(544)		94.79								64,783
Forfeited		(251)		230.60
Outstanding at December 31, 2022		5,301		188.12		3,512		159.46				113,681
Granted		411		222.51						$66.28
Exercised		(648)		172.01								40,983
Forfeited		(81)		241.78
Outstanding at December 31, 2023		4,983		192.18		3,182		163.54				451,039
Granted		169		285.11						$97.38
Exercised		(2,271)		188.61								324,577
Forfeited		(397)		253.49
Outstanding at December 31, 2024		2,484		$191.97		1,760		$171.95				$364,092
Expected to vest at December 31, 2024		724		$240.62

The following table summarizes information about stock options outstanding at December 31, 2024 (shares in thousands):

Exercise Price		Options Outstanding		Weighted Average Remaining Vesting Life in Years		Options Exercisable
$114.90 – $224.99		1,544		0.09		1,415
$225.45 – $238.32		543		1.05		142
$248.28 – $283.86		355		0.60		192
$288.37 – $373.15		42		1.57		11
		2,484				1,760

The aggregate intrinsic value of stock options exercisable at December 31, 2024 was $292.9 million. The weighted average

remaining contractual term of options exercisable at December 31, 2024 was 3.1 years.

The fair value of stock option awards granted was estimated using the Black-Scholes option pricing model with the following

weighted-average assumptions for grants or modifications during the years ended December 31 as follows:

		2024		2023		2022
Risk-free interest rate		4.28%		4.39%		1.65%
Dividend yield		—		—		—
Expected volatility		35.68%		33.73%		34.62%
Expected term (in years)		3.8		3.4		3.9

The weighted-average remaining contractual term for options outstanding was 4.6 years at December 31, 2024.

On September 30, 2021, the Company granted 850,000 performance stock options to an officer of the Company ("Performance

Option Grant"), which are exercisable upon the achievement of certain time-based vesting and market conditions. On October

23, 2024, the Company modified the Performance Option Grant and recorded approximately $10.3 million in incremental

stock-based compensation expense.

Restricted Stock

The following table summarizes the changes in the number of shares of restricted stock awards and restricted stock units

outstanding for the following periods (shares in thousands):

		Shares		Weighted Average Grant Date Fair Value
Outstanding at December 31, 2021		278		$278.57
Granted		386		229.22
Cancelled		(83)		267.53
Issued		(146)		283.60
Outstanding at December 31, 2022		435		237.68
Granted		441		213.36
Cancelled		(24)		230.11
Issued		(310)		235.25
Outstanding at December 31, 2023		542		219.61
Granted		367		277.87
Cancelled		(55)		229.11
Issued		(394)		225.22
Outstanding at December 31, 2024		460		$260.23

The total fair value of restricted stock awards and restricted stock units vested was $112.3 million, $66.6 million and $34.4

million for the years ended December 31, 2024, 2023 and 2022, respectively.

7. Acquisitions

2024 Acquisitions

In March 2024, the Company acquired 70% of the outstanding stock of Zapay, a Brazil-based digital consumer mobility

solution for paying vehicle-related taxes and compliance fees, for approximately $59.5 million, net of cash. As part of the

agreement, the Company has the right to acquire the remainder of Zapay in four years from the acquisition date. The majority

investment in Zapay further scales the Company's Vehicle Payments business in Brazil. The Company preliminarily recorded

goodwill of approximately $73.2 million representing the strategic benefits of the majority investment in Zapay, which further

scales the Company's Vehicle Payments business in Brazil. None of the goodwill attributable to the acquisition of Zapay is

expected to be deductible for tax purposes.

In July 2024, the Company acquired 100% of the stock of Paymerang, a U.S.-based leader in accounts payables automation

solutions, for approximately $179.2 million, net of cash and cash equivalents and restricted cash acquired of $309 million. The

Company preliminarily recorded goodwill of approximately $308.1 million representing the strategic benefits of the acquisition,

which expands Corpay's presence in several markets, including education, healthcare, hospitality and manufacturing. None of

the goodwill attributable to the acquisition of Paymerang is expected to be deductible for tax purposes.

In December 2024, the Company acquired 100% of GPS Capital Markets, LLC ("GPS") for approximately $576.2 million, net

of cash and cash equivalents and restricted cash acquired of $190.7 million. As the Company acquired a single member LLC,

the acquisition allowed for all U.S. assets to be stepped-up to fair value at the acquisition date and goodwill to be deductible for

federal income tax purposes. GPS provides business-to-business cross-border and treasury management solutions to upper

middle market companies, primarily in the U.S. The Company preliminarily recorded goodwill of approximately $329.2 million

representing the strategic benefits of the acquisition of GPS, which further scales the Company's cross-border solution. All of

the goodwill attributable to the acquisition of GPS is expected to be deductible for tax purposes.

The aggregate consideration paid for these acquisitions was approximately $814.9 million, net of cash and cash equivalents and

restricted cash of $509.0 million. The Company financed the acquisitions using a combination of available cash and borrowings

under its existing credit facility. Results from these acquisitions have been included in the Company's consolidated results from

the respective date of each acquisition. Results from the Zapay acquisition have been included in the Company's Vehicle

Payments segment and the results of both Paymerang and GPS have been included in the Company's Corporate Payments

segment. In connection with certain of the 2024 acquisitions, the Company signed noncompete agreements valued at

approximately $26.6 million, which were accounted for separately from the business acquisition and recorded within other

intangibles, net in the Company’s Consolidated Balance Sheets.

All of the 2024 acquisitions are accounted for as business combinations. The primary areas of the preliminary acquisition

accounting that are not yet finalized relate to the following: (i) finalizing the review and valuation of intangible assets, including

key assumptions, inputs and estimates, and certain useful life assumptions, (ii) compiling and reviewing customer deposits

records, (iii) finalizing the Company's estimate of the impact of acquisition accounting on deferred income taxes or liabilities,

(iv) finalizing the Company's review of certain working capital accounts acquired, (v) finalizing the evaluation and valuation of

certain legal matters and/or other loss contingencies, including those that the Company may not yet be aware of but meet the

requirement to qualify as a pre-acquisition contingency, and (vi) finalizing the Company's estimate of the fair value of the non-

controlling interest for Zapay. The provisional estimated noncontrolling interest of Zapay was recorded at fair value.

The following table summarizes the preliminary acquisition accounting for the business acquisitions noted above (in

thousands):

Trade and other receivables	$22,898
Prepaid expenses and other current assets	72,394
Other long term assets	40,909
Goodwill	710,549
Intangibles	591,902
Accounts payable	(55,446)
Other current liabilities	(463,627)
Other noncurrent liabilities	(101,815)
Total fair value of net assets acquired	817,764
Less: Noncontrolling interest	(29,437)
Total consideration paid	$788,327

The preliminary estimated fair value of intangible assets acquired and the related estimated useful lives consisted of the

following (in thousands):

	Useful Lives (in Years)		Value
Trade names and trademarks - indefinite lived	N/A		$13,938
Trade names and trademarks - other	2 to 5		12,200
Proprietary technology	4 to 5		23,485
Customer and vendor relationships	2 to 20		542,279
			$591,902

During the year ended December 31, 2024, the Company also completed multiple asset acquisitions for approximately $6.7

million.

2023 Acquisitions

In January 2023, the Company acquired 100% of the membership interests of Global Reach, a U.K.-based cross-border

payments provider, for approximately $102.9 million, net of cash. In February 2023, the Company acquired the remainder of its

investment in Mina Digital Limited ("Mina"), a cloud-based electric vehicle (EV) charging software platform. In February

2023, the Company also acquired 100% of the membership interests of Business Gateway AG, a European-based service,

maintenance and repair technology provider. In September 2023, the Company acquired 100% of the membership interests of

PayByPhone Technologies, Inc., the world's second largest mobile parking operator, for approximately $301.9 million, net of

cash. Each of these 2023 acquisitions provide incremental geographic expansion of our products, with PayByPhone specifically

intended to progress the Company's broader strategy to transform our vehicle payments business. Results from these

acquisitions have been included in the Company's consolidated results from the respective date of each acquisition. Results

from Global Reach are included in the Company's Corporate Payments segment and the results for Mina Digital Limited,

Business Gateway AG and PayByPhone are included in the Company's Vehicle Payments segment.

The aggregate consideration paid for these acquisitions was approximately $437.0 million (inclusive of the $8.5 million

previously-held equity method investment in Mina), net of cash of $117 million. The Company financed the acquisitions using

a combination of available cash and borrowings under its existing credit facility. Any noncompete agreements signed in

conjunction with these acquisitions were accounted for separately from the business acquisition.

Acquisition accounting for the 2023 acquisitions was finalized during the first quarter of 2024 (for Global Reach, Mina and

Business Gateway AG) and during the third quarter of 2024 (for PaybyPhone) as the measurement periods closed. There were

no material measurement period adjustments recorded during 2024 related to the 2023 acquisitions.

The following table summarizes the acquisition accounting, in aggregate, for the 2023 business acquisitions noted above (in

thousands):

Trade and other receivables	$9,299
Prepaid expenses and other current assets	46,425
Other long term assets	13,302
Goodwill	383,851
Intangibles	158,689
Accounts payable	(25,238)
Other current liabilities	(132,132)
Other noncurrent liabilities	(18,923)
Total consideration paid	$435,273

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

thousands):

	Useful Lives (in Years)		Value
Trade names and trademarks - indefinite lived	N/A		$11,169
Trade names and trademarks - other	2 to 5		1,290
Proprietary technology	5 to 7		11,885
Customer relationships	6 to 20		134,345
			$158,689

8. Goodwill and Other Intangible Assets

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

		December 31, 2023		Acquisitions****1		Dispositions****2		Impairments****3		Acquisition Accounting Adjustments		Foreign Currency		December 31, 2024
Segment
Vehicle Payments		$2,803,990		$73,217		$—		$—		$—		$(192,932)		$2,684,275
Corporate Payments		2,074,736		637,332		(58,220)		—		1,058		(25,772)		2,629,134
Lodging Payments		416,952		—		—		—		—		(3,514)		413,438
Other		349,280		—		—		(90,000)		—		(1,460)		257,820
		$5,644,958		$710,549		$(58,220)		$(90,000)		$1,058		$(223,678)		$5,984,667
1 Reflects the recognition of preliminary goodwill related to acquisitions completed by the Company during the year ended December 31, 2024.
2 Reflects goodwill derecognized in connection with the disposition of the Company's merchant solutions business in the U.S. See Note 19 for further information.
3 Represents the partial impairment of the goodwill within the Company's Payroll Card reporting unit during the year ended December 31, 2024. See Note 2 for further information.

		December 31, 2022		Acquisitions		Dispositions		Impairments		Acquisition Accounting Adjustments		Foreign Currency		December 31, 2023
Segment
Vehicle Payments		$2,530,391		$233,240		$(40,857)		$—		$4,389		$76,827		$2,803,990
Corporate Payments		1,906,070		149,553		—		—		(105)		19,218		2,074,736
Lodging Payments		416,044		—		—		—		(764)		1,672		416,952
Other		348,930		—		—		—		—		350		349,280
		$5,201,435		$382,793		$(40,857)		$—		$3,520		$98,067		$5,644,958

At December 31, 2024 and 2023, approximately $1.1 billion and $985.9 million of the Company’s goodwill is deductible for

tax purposes, respectively. Acquisition accounting adjustments recorded in 2024 and 2023 are a result of the Company

completing its acquisition accounting and working capital adjustments for certain prior year acquisitions. At December 31,

2024, goodwill is presented net of accumulated impairment losses of $90.0 million, all of which were recorded during the year

ended December 31, 2024 and are included in our Other category as described above. There were no accumulated impairment

losses as of December 31, 2023.

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

				2024						2023
		Weighted- Avg Useful Life **(Years)**1		Gross Carrying Amounts		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amounts		Accumulated Amortization		Net Carrying Amount
Customer and vendor relationships		16.8		$3,476,642		$(1,624,079)		$1,852,563		$3,044,522		$(1,511,173)		$1,533,349
Trade names and trademarks—indefinite lived		N/A		410,391		—		410,391		440,900		—		440,900
Trade names and trademarks—other		7.8		66,047		(13,055)		52,992		51,510		(15,334)		36,176
Technology		6.1		306,296		(245,038)		61,258		299,780		(238,819)		60,961
Non-compete agreements		3.7		52,412		(19,174)		33,238		85,111		(70,834)		14,277
Total other intangibles				$4,311,788		$(1,901,346)		$2,410,442		$3,921,823		$(1,836,160)		$2,085,663
N/A = Not Applicable
1 The weighted-average useful life calculation excludes fully amortized intangible assets.

Changes in foreign exchange rates resulted in $69.6 million and $32.4 million decreases to the carrying values of other

intangible assets in the years ended December 31, 2024 and 2023, respectively. Amortization expense related to intangible

assets for the years ended December 31, 2024, 2023 and 2022 was $230.8 million, $225.4 million and $227.2 million,

respectively. During the year ended December 31, 2024, the Company wrote-off the gross carrying amounts and the related

accumulated amortization of fully amortized intangible assets of approximately $70.3 million which were no longer being used.

Due to rebranding activity during the year ended December 31, 2024, the Company reassessed the useful lives of certain

trademarks. This resulted in a reclassification of $13.3 million from indefinite to finite-lived assets as of December 31, 2024. At

the time of change in estimate, which was applied prospectively, the Company tested these trademarks for impairment, which

resulted in no impairment charge.

The future estimated amortization of intangible assets at December 31, 2024 is as follows (in thousands):

2025		$235,277
2026		217,005
2027		205,855
2028		195,480
2029		179,637
Thereafter		966,797

9. Property and Equipment

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

		Estimated Useful Lives (in Years)		2024		2023
Computer hardware and software		3 to 5		$839,250		$734,759
Card-reading equipment		4 to 6		53,820		61,216
Furniture, fixtures and vehicles		2 to 10		20,696		20,614
Buildings and improvements		5 to 50		40,242		41,508
Property and equipment, gross				954,008		858,097
Less: accumulated depreciation				(576,303)		(514,943)
Property and equipment, net				$377,705		$343,154

Depreciation expense related to property and equipment for the years ended December 31, 2024, 2023 and 2022 was $120.1

million, $110.0 million and $92.0 million, respectively. Amortization expense includes $78.8 million, $77.5 million and $61.3

million for capitalized computer software costs for the years ended December 31, 2024, 2023 and 2022, respectively. At

December 31, 2024 and 2023, the Company had unamortized computer software costs of $315.7 million and $268.9 million,

respectively.

Write-offs of property and equipment were immaterial for each of the years ended December 31, 2024, 2023 and 2022.

1****0. Accrued Expenses

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

		2024		2023
Accrued bonuses		$21,581		$12,696
Accrued payroll and severance		54,493		53,303
Accrued taxes		129,314		109,323
Accrued commissions/rebates		126,932		74,519
Other1		112,618		106,277
		$444,938		$356,118

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

11. Debt

The Company’s debt instruments at December 31 consist primarily of term notes, revolving lines of credit and a Securitization

Facility as follows (in thousands):

		2024		2023
Term Loan A note payable (a), net of discounts		$3,083,037		$2,882,595
Term Loan B note payable (a), net of discounts		2,327,174		1,840,244
Revolving line of credit facilities (a)		1,262,000		692,318
Other obligations (c)		869		748
Total notes payable, credit agreements and other obligations		6,673,080		5,415,905
Securitization Facility (b)		1,323,000		1,307,000
Total debt		$7,996,080		$6,722,905
Current portion		$2,769,974		$2,126,749
Long-term portion		5,226,106		4,596,156
Total debt		$7,996,080		$6,722,905

---

(a)The Company is party to a $7.5 billion Credit Agreement (the "Credit Agreement"), with Bank of America, N.A., as

administrative agent, swing line lender and letter of credit issuer and a syndicate of financial institutions (the

"Lenders"), which has been amended multiple times. The Credit Agreement provides for senior secured credit facilities

(collectively, the "Credit Facility") consisting of a revolving credit facility in the amount of $1.8 billion, a Term Loan A

facility in the amount of $3.3 billion and a Term Loan B facility in the amount of $2.4 billion as of December 31, 2024.

The revolving credit facility consists of (a) a revolving A credit facility in the amount of $1.3 billion with sublimits for

letters of credit and swing line loans and (b) a revolving B facility in the amount of $500 million with borrowings in

U.S. dollars, euros, British pounds, Japanese yen or other currency as agreed in advance and sublimits for swing line

loans. The Credit Agreement also includes an accordion feature for borrowing an additional $750 million in Term Loan

A, Term Loan B, revolving A or revolving B facility debt and an unlimited amount when the leverage ratio on a pro-

forma basis is less than 3.75 to 1.00. Proceeds from the credit facilities may be used for working capital purposes,

acquisitions and other general corporate purposes. The maturity date for the Term Loan A and revolving credit facilities

A and B is June 24, 2027. The Term Loan B has a maturity date of April 30, 2028.

On May 3, 2023, the Company entered into the thirteenth amendment to the Credit Facility. The amendment replaced

LIBOR on the Term Loan B with the Secured Overnight Financing Rate (SOFR), plus a SOFR adjustment of 0.10%.

On January 31, 2024, the Company entered into the fourteenth amendment to its Credit Agreement. The amendment a)

increased the capacity on the revolving credit facility by $275 million and b) increased the Term Loan A commitments

by $325 million. The Company used the Term Loan A proceeds to pay down existing borrowings under the revolving

credit facility. As a result, the transaction was leverage neutral and resulted in a $600 million increase in the Company’s

availability under the revolving credit facility. The interest rates and maturity terms remained consistent with the

existing credit facilities.

On September 26, 2024, the Company entered into the fifteenth amendment to the Credit Agreement. The amendment

a) increased the Term Loan B commitments by $500 million, and b) removed the SOFR adjustment margin of 0.10%

from the calculation of interest on Term Loan B borrowings. The Company used the Term Loan B proceeds to pay

down existing borrowings under the revolving credit facility. The maturity dates and the interest rates for the revolving

credit facility and Term Loan A commitments were unchanged by this amendment.

Interest on amounts outstanding under the Credit Agreement accrues as follows: For all loans denominated in U.S.

dollars with the exception of Term Loan B borrowings, based on SOFR plus a SOFR adjustment of 0.10%; for Term

Loan B borrowings, based on SOFR; for all loans denominated in British pounds, based on the SONIA plus a SONIA

adjustment of 0.0326%; for all loans denominated in euros, based on the Euro Interbank Offered Rate (EURIBOR); or

for all loans denominated in Japanese yen, at the Tokyo Interbank Offer Rate (TIBOR) plus a margin based on a

leverage ratio (as defined in the agreement); or our option (for U.S. dollar borrowings only), the Base Rate (defined as

the rate equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the prime rate announced by Bank of

America, N.A., or (c) SOFR plus 1.00% plus a margin based on a leverage ratio). In addition, the Company pays a

quarterly commitment fee at a rate per annum ranging from 0.25% to 0.30% of the daily unused portion of the credit

facility.

The interest rates at December 31, 2024 and 2023 are as follows:

	2024		2023
Term loan A	5.83%		6.83%
Term loan B	6.11%		7.21%
Revolving line of credit A & B (USD)	5.83%		6.83%
Revolving line of credit B (GBP)	6.11%		6.59%
Unused credit facility fee	0.25%		0.25%

The term loans are payable in quarterly installments due on the last business day of each March, June, September and

December with the final principal payment due on the respective maturity date. Borrowings on the revolving line of

credit are repayable at the maturity of the facility. Borrowings on the domestic swing line of credit are due on demand,

and borrowings on the foreign swing lines of credit are due no later than twenty business days after such loan is made.

The Company has unamortized debt discounts and debt issuance costs of $16.6 million and $19.0 million related to the

term loans as of December 31, 2024 and December 31, 2023, respectively, recorded in notes payable and other

obligations, net of current portion within the Consolidated Balance Sheets.

The Company has unamortized debt issuance costs of $3.4 million and $3.6 million related to the revolving credit

facility as of December 31, 2024 and December 31, 2023, respectively, recorded in other assets within the Consolidated

Balance Sheets.

As a result of the amortization of debt discounts and debt issuance costs, the effective interest rate incurred on the term

loans was 6.87% during 2024. Principal payments of $140.1 million were made on the term loans during 2024.

(b)The Company is party to a $1.7 billion receivables purchase agreement as of December 31, 2024. There is a program

fee equal to SOFR plus 0.10% adjustment plus 0.95% or the Commercial Paper Rate plus 0.85% as of December 31,

2024 and December 31, 2023. The program fee was 4.42% plus 0.94% as of December 31, 2024 and 5.49% plus 0.94%

as of December 31, 2023. The unused facility fee is payable at a rate of between 0.30% and 0.40% based on utilization

as of December 31, 2024 and December 31, 2023. The Company has unamortized debt issuance costs of $0.8 million

and $2.1 million related to the revolving Securitization Facility as of December 31, 2024 and December 31, 2023,

respectively, recorded in other assets within the Consolidated Balance Sheets.

The Securitization Facility provides for certain termination events, which includes nonpayment, upon the occurrence of

which the administrator may declare the facility termination date to have occurred, may exercise certain enforcement

rights with respect to the receivables and may appoint a successor servicer, among other things.

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

The Company was in compliance with all financial and non-financial covenants at December 31, 2024. The Company has

entered into interest rate swap cash flow contracts with U.S. dollar notional amounts in order to reduce the variability of cash

flows in the previously unhedged interest payments associated with $4.5 billion of unspecified variable rate debt. See Note 16

for further information.

The contractual maturities of the Company’s total notes payable, credit agreements and other obligations at December 31, 2024

were as follows (in thousands):

2025		$1,452,579
2026		189,699
2027		2,778,761
2028		2,268,666
2029		—
Thereafter		—
Total principal payments		6,689,705
Less: debt discounts and issuance costs included in debt		(16,625)
Total debt		$6,673,080

12. Accumulated Other Comprehensive Loss (AOCL)

The changes in the components of AOCL, net of tax and noncontrolling interest, for the years ended December 31, 2024, 2023

and 2022 are as follows (in thousands):

		Cumulative Foreign Currency Translation		Unrealized (Losses) Gains on Derivative Instruments		Total Accumulated Other Comprehensive (Loss) Income Attributable to Corpay
Balance at December 31, 2021		$(1,441,505)		$(23,111)		$(1,464,616)
Other comprehensive (loss) income before reclassifications		(77,135)		31,853		(45,282)
Amounts reclassified from AOCL		—		10,835		10,835
Tax effect		—		(10,587)		(10,587)
Other comprehensive (loss) income, net of tax		(77,135)		32,101		(45,034)
Balance at December 31, 2022		(1,518,640)		8,990		(1,509,650)
Other comprehensive income (loss) before reclassifications		140,089		(14,984)		125,105
Amounts reclassified from AOCL		120,269		(39,401)		80,868
Tax effect		—		14,578		14,578
Other comprehensive income (loss), net of tax		260,358		(39,807)		220,551
Balance at December 31, 2023		(1,258,282)		(30,817)		(1,289,099)
Other comprehensive (loss) income before reclassifications		(490,758)		132,440		(358,318)
Amounts reclassified from AOCL		—		(46,276)		(46,276)
Tax effect		—		(20,303)		(20,303)
Other comprehensive (loss) income, net of tax		(490,758)		65,861		(424,897)
Balance at December 31, 2024		$(1,749,040)		$35,044		$(1,713,996)

Amounts reclassified from AOCL that relate to foreign currency translation during the year ended December 31, 2023 are

related to the Company's Russia business disposed of during the third quarter of 2023. See Note 19 for further information.

Income tax effects are released from accumulated other comprehensive loss to retained earnings, when applicable, on an

individual item basis as those items are reclassified into income.

Other comprehensive loss attributable to the Company's noncontrolling interest, which are not included in the table above, for

the year ended December 31, 2024 consisted of foreign currency translation losses of $5.8 million.

13. Income Taxes

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

thousands):

		2024		2023		2022
United States		$278,330		$322,856		$506,214
Foreign		1,106,783		1,002,149		769,446
Total		$1,385,113		$1,325,005		$1,275,660

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

		2024		2023		2022
Current:
Federal		$168,982		$155,647		$166,172
State		7,528		25,614		34,947
Foreign		269,588		208,532		153,388
Total current		446,098		389,793		354,507
Deferred:
Federal		(62,190)		(46,676)		(36,613)
State		(19,080)		(8,088)		(6,066)
Foreign		16,553		8,086		9,505
Total deferred		(64,717)		(46,678)		(33,174)
Total provision		$381,381		$343,115		$321,333

The provision for income taxes differs from amounts computed by applying the U.S. federal tax rate of 21% for 2024, 2023 and

2022, respectively, to income before income taxes for the years ended December 31, 2024, 2023 and 2022 due to the following

(in thousands, except percentages):

		2024				2023				2022
Computed “expected” tax expense		$290,877		21.0%		$278,251		21.0%		$267,889		21.0%
Changes resulting from:
Change in valuation allowance		(64,289)	1	(4.6)		22,447		1.7		22,399		1.8
Foreign tax credits		1,309	1	0.1		(98,641)		(7.4)		(73,974)		(5.8)
Foreign income tax differential		31,743		2.3		14,949		1.1		566		—
State taxes net of federal benefits		(9,047)		(0.7)		13,857		1.0		12,745		1.0
Increase in tax expense due to uncertain tax positions		38,395		2.8		14,146		1.1		8,257		0.6
Foreign withholding tax		30,785		2.2		24,331		1.8		13,547		1.1
Stock-based compensation		(29,582)		(2.1)		7,980		0.6		(1,881)		(0.1)
Sub-part F Income/GILTI		87,252		6.3		94,594		7.1		79,420		6.2
Brazil tourism tax benefit		—		—		(16,311)		(1.2)		(13,810)		(1.1)
Interest on net equity deduction		(20,757)		(1.5)		(15,051)		(1.1)		—		—
Impairment of goodwill		18,900		1.4		—		—		—		—
Other		5,795		0.4		2,563		0.2		6,175		0.5
Provision for income taxes		$381,381		27.5%		$343,115		25.9%		$321,333		25.2%
1 The valuation allowance decrease was primarily due to the release of a deferred tax asset of $84.5 million and a corresponding valuation allowance reduction of $84.5 million related to income tax credits in a non-U.S. jurisdiction.

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at

December 31 are as follows (in thousands):

		2024		2023
Deferred tax assets:
Accounts receivable, principally due to the allowance for credit losses		$16,756		$20,110
Accrued expenses not currently deductible for tax		13,263		12,922
Lease deferral		15,423		15,767
Interest rate swap		—		11,994
Stock-based compensation		29,425		47,537
Income tax credits		—		84,505
Net operating loss carry forwards		159,603		134,911
Accrued escheat		3,897		3,456
Other		110,804		55,466
Deferred tax assets before valuation allowance		349,171		386,668
Valuation allowance		(113,223)		(165,982)
Deferred tax assets, net		235,948		220,686
Deferred tax liabilities:
Intangibles—including goodwill		(548,802)		(536,561)
Basis difference in investment in subsidiaries		(42,206)		(43,821)
Interest rate swap		(8,695)		—
Lease deferral		(13,536)		(13,589)
Accrued expense liability		(722)		(718)
Prepaid expenses		(1,172)		(1,805)
Withholding taxes		(18,472)		(26,407)
Property and equipment and other		(38,646)		(66,617)
Deferred tax liabilities		(672,251)		(689,518)
Net deferred tax liabilities		$(436,303)		$(468,832)

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

		2024		2023
Long term deferred tax assets and liabilities:
Long term deferred tax assets		$2,873		$1,400
Long term deferred tax liabilities		(439,176)		(470,232)
Net deferred tax liabilities		$(436,303)		$(468,832)

The valuation allowances relate to foreign net operating loss carryforwards, state net operating loss carryforwards and state

163(j) limitation on business interest carryforward. The net change in the total valuation allowance for the year ended

December 31, 2024 was a decrease of $52.8 million. The valuation allowance decrease was primarily due to the release of a

foreign tax credit deferred tax asset where a valuation allowance was previously recorded as well as an increase in foreign net

operating losses where significant negative evidence on future utilization was considered.

As of December 31, 2024, the Company had a net operating loss carryforward for state income tax purposes of approximately

$55.7 million that is available to offset future state tax expense, either indefinitely or in some cases subject to expiration in 15

or 20 years. Additionally, the Company had $103.9 million net operating loss carryforwards for foreign income tax purposes

that are available to offset future foreign tax expense. Most foreign net operating loss carryforwards will not expire in future

years. The Company has provided a valuation allowance against $101.3 million of its deferred tax asset related to the net

operating losses as it does not anticipate utilizing the losses in the foreseeable future.

During 2024 and 2023, the Company had recorded accrued interest and penalties related to the unrecognized tax benefits of

$6.1 million and $8.1 million, respectively. Accumulated interest and penalties were $36.8 million and $30.7 million on the

Consolidated Balance Sheets at December 31, 2024 and 2023, respectively. In accordance with the Company's accounting

policy, interest and penalties related to unrecognized tax benefits are included as a component of income tax expense.

A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits excluding interest

and penalties for the years ended December 31, 2024, 2023 and 2022 is as follows (in thousands):

Unrecognized tax benefits at December 31, 2021		$47,021
Additions based on tax positions related to the current year		7,752
Additions based on tax positions related to the prior year		200
Deductions based on settlement of prior year tax positions		(1,550)
Addition for cumulative federal benefit of state tax deductions		7,281
Change due to OCI		(35)
Unrecognized tax benefits at December 31, 2022		60,669
Additions based on tax provisions related to the current year		8,821
Deductions based on tax positions related to the prior year		(1,913)
Deductions based on settlements of prior year tax positions		(104)
Deductions based on expiration of prior year tax positions		(4,235)
Change due to OCI		(132)
Unrecognized tax benefits at December 31, 2023		63,106
Additions based on tax provisions related to the current year		21,689
Additions and deductions based on tax positions related to the prior year		14,206
Deductions based on settlements of prior year tax positions		(178)
Deductions based on expiration of prior year tax positions		(3,362)
Change due to OCI		(1)
Unrecognized tax benefits at December 31, 2024		$95,460

In prior years, the Company included federal benefits of state tax deductions related to unrecognized tax benefits in its tabular

reconciliation above. A cumulative adjustment was made in 2022 to remove these amounts from the above tabular disclosure.

As of December 31, 2024, the Company had total unrecognized tax benefits of $95.5 million all of which, if recognized, would

affect its effective tax rate. It is not anticipated that there are any unrecognized tax benefits that will significantly increase or

decrease within the next twelve months.

The Company files numerous consolidated and separate income tax returns in the U.S. federal jurisdiction and various state and

foreign jurisdictions. The statute of limitations for the Company’s U.S. federal income tax returns has expired for years prior to

2015. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax

examinations by tax authorities for years before 2015.

The Organization for Economic Co-operation and Development (OECD), continues to put forth various initiatives, including

Pillar Two rules which introduce a global minimum tax at a rate of 15%. European Union member states agreed to implement

the OECD’s Pillar Two rules with effective dates of January 1, 2024 and January 1, 2025 for different aspects of the directive,

and most have already enacted legislation. A number of other countries are also implementing similar legislation. As of

December 31, 2024, based on the countries in which we do business that have enacted legislation effective January 1, 2024, the

impact of these rules to our financial statements was not material. This may change as other countries enact similar legislation

and further guidance is released. We are currently evaluating the impact of the enacted legislation effective January 1, 2025 to

our financial statements and continue to closely monitor regulatory developments to assess potential impacts.

14. Leases

The Company primarily leases office space, data centers, vehicles and equipment. Some of the Company's leases contain

variable lease payments, typically payments based on an index. The Company’s leases have remaining lease terms of one year

to thirty years, some of which include options to extend from one to five years or more. The exercise of lease renewal options is

typically at the Company's sole discretion; therefore, the majority of renewals to extend the lease terms are not reasonably

certain to exercise and are not included in Right of Use (ROU) assets and lease liabilities. Variable lease payments based on an

index or rate are initially measured using the index or rate in effect at lease commencement. Additional payments based on the

change in an index or rate are recorded as a period expense when incurred. Lease modifications result in remeasurement of the

lease liability as of the modification date.

Other assets include ROU assets, other current liabilities include short-term operating lease liabilities and other non-current

liabilities include long-term lease liabilities at December 31, 2024 and 2023 as follows (in thousands):

		2024		2023
ROU assets		$77,998		$86,579
Short term lease liabilities		$24,340		$23,476
Long term lease liabilities		$64,718		$75,796

The Company does not recognize ROU assets and lease liabilities for short-term leases that have a term of twelve months or

less. The effect of short-term leases were not material to the ROU assets and lease liabilities.

Under ASC 842, the Company discounts future lease obligations by the rate implicit in the contract, unless the rate cannot be

readily determined. As most of our leases do not provide an implicit rate, the Company uses its incremental borrowing rate

based on the information available at the lease commencement date in determining the present value of the lease payments. In

determining the borrowing rate, the Company considers the applicable lease terms, the Company's cost of borrowing and for

leases denominated in a foreign currency, the collateralized borrowing rate that the Company would obtain to borrow in the

same currency in which the lease is denominated.

Total lease costs for the years ended December 31, 2024, 2023 and 2022 were $26.9 million, $29.7 million and $24.1 million,

respectively. Variable lease costs and short-term lease costs were immaterial for all periods presented.

The supplementary cash and non-cash disclosures for the years ended December 31, 2024, 2023 and 2022 are as follows (in

thousands):

		2024		2023		2022
Cash paid for operating lease liabilities		$29,913		$31,388		$25,403
ROU assets obtained in exchange for new operating lease obligations		$10,505		$22,764		$31,204
Weighted-average remaining lease term (years)		5.33		5.62		6.09
Weighted-average discount rate		5.17%		5.19%		3.64%

Maturities of lease liabilities as of December 31, 2024 were as follows (in thousands):

2025		$27,012
2026		22,683
2027		14,341
2028		10,659
2029		7,994
Thereafter		17,392
Total lease payments		100,081
Less imputed interest		11,023
Present value of lease liabilities		$89,058

15. Commitments and Contingencies

In the ordinary course of business, the Company is involved in various pending or threatened legal actions, arbitration

proceedings, claims, subpoenas and matters relating to compliance with laws and regulations (collectively, "legal

proceedings"). Based on our current knowledge, management presently does not believe that the liabilities arising from these

legal proceedings will have a material adverse effect on our consolidated financial condition, results of operations or cash

flows. However, it is possible that the ultimate resolution of these legal proceedings could have a material adverse effect on our

results of operations and financial condition for any particular period.

Derivative Lawsuits

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

FTC Matter

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

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

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

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

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

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

FTC v. FleetCor and Ronald F. Clarke, No. 19-cv-05727 (N.D. Ga.). The complaint alleges the Company and Clarke violated

the FTC Act’s prohibitions on unfair and deceptive acts and practices. The complaint seeks among other things injunctive relief,

consumer redress and costs of suit. The Company continues to believe that the FTC’s claims are without merit. On April 17,

2021, the FTC filed a motion for summary judgment. On April 22, 2021, the United States Supreme Court held unanimously in

AMG Capital Management v. FTC that the FTC does not have authority under current law to seek monetary redress by means

of Section 13(b) of the FTC Act, which is the means by which the FTC has sought such redress in this case. The Company

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

August 13, 2021, the FTC filed a motion to stay or to voluntarily dismiss without prejudice the case pending in the Northern

District of Georgia in favor of a parallel administrative action under Section 5 of the FTC Act that it filed on August 11, 2021 in

the FTC’s administrative process. Apart from the jurisdiction and statutory change, the FTC’s administrative complaint makes

the same factual allegations as the FTC’s original complaint filed in December 2019. The FTC's administrative action was

stayed pending resolution of the case in federal court. On August 9, 2022, the District Court for the Northern District of Georgia

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

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

On June 8, 2023, the Court issued an Order for Permanent Injunction and Other Relief. The Company filed its notice of appeal

to the United States Court of Appeals for the Eleventh Circuit on August 3, 2023. On August 17, 2023, the FTC Commission

ordered that the stay of the parallel Section 5 administrative action will remain in place during the pendency of the Eleventh

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

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

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

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

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

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

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

losses resulting from, the matters described above.

16. Derivative Financial Instruments and Hedging Activities

Foreign Currency Derivatives

The Company uses derivatives to facilitate cross-currency corporate payments by writing derivatives to customers within its

cross-border solution. The Company writes derivatives, primarily foreign currency forward contracts, option contracts and

swaps, mostly with small and medium size enterprises that are customers and derives a currency spread from this activity.

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

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

settled in cash.

• Option contracts, which gives the purchaser the right, but not the obligation, to buy or sell within a specified time a

currency at a contracted price that may be settled in cash.

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

The credit risk inherent in derivative agreements represents the possibility that a loss may occur from the nonperformance of a

counterparty to the agreements. Concentrations of credit and performance risk may exist with counterparties, which includes

customers and banking partners, as we are engaged in similar activities with similar economic characteristics related to

fluctuations in foreign currency rates. The Company performs a review of the credit risk of these counterparties at the inception

of the contract and on an ongoing basis. The Company also monitors the concentration of its contracts with any individual

counterparty against limits at the individual counterparty level. The Company anticipates that the counterparties will be able to

fully satisfy their obligations under the agreements, but takes action when doubt arises about the counterparties' ability to

perform. These actions may include requiring customers to post or increase collateral, and for all counterparties, if the

counterparty does not perform under the term of the contract, the contract may be terminated. The Company does not designate

any of its foreign exchange derivatives as hedging instruments in accordance with ASC 815, "Derivatives and Hedging".

The aggregate equivalent U.S. dollar notional amount of foreign exchange derivative customer contracts held by the Company

was $93.0 billion and $56.6 billion as of December 31, 2024 and December 31, 2023, respectively. The majority of customer

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

dollar.

The following table summarizes the fair value of derivatives reported in the Consolidated Balance Sheets as of December 31,

2024 and 2023 (in millions):

	December 31, 2024
	Fair Value, Gross				Fair Value, Net
	Derivative Assets		Derivative Liabilities		Derivative Assets		Derivative Liabilities
Derivatives - undesignated:
Foreign exchange contracts	$1,406.7		$1,297.3		$833.7		$724.3

	December 31, 2023
	Fair Value, Gross				Fair Value, Net
	Derivative Assets		Derivative Liabilities		Derivative Assets		Derivative Liabilities
Derivatives - undesignated:
Foreign exchange contracts	$594.9		$519.4		$320.2		$244.7

The fair values of derivative assets and liabilities associated with contracts, which include netting terms that the Company

believes to be enforceable, have been recorded net within prepaid expenses and other current assets, other assets, other current

liabilities and other noncurrent liabilities in the Consolidated Balance Sheets. The Company receives cash from customers as

collateral for trade exposures, which is recorded within cash and cash equivalents, restricted cash and customer deposits liability

in the Consolidated Balance Sheets. At December 31, 2024 and December 31, 2023, the Company had received collateral of

$35.0 million and $39.2 million, respectively. The customer has the right to recall their collateral in the event exposures move

in their favor or below the collateral posting thresholds, they perform on all outstanding contracts and have no outstanding

amounts due to the Company, or they cease to do business with the Company. The Company has trading lines with several

banks, most of which require collateral to be posted if certain mark-to-market (MTM) thresholds are exceeded. Cash collateral

posted with banks is recorded within restricted cash and can be recalled in the event that exposures move in the Company’s

favor or move below the collateral posting thresholds. The Company does not offset fair value amounts recognized for the right

to reclaim cash collateral or the obligation to return cash collateral. At December 31, 2024 and December 31, 2023, the

Company had posted collateral of $718.1 million and $180.2 million, respectively, which was not offset against the fair value of

its derivatives. Cash flows from the Company's foreign currency derivatives are classified as operating activities within the

Consolidated Statements of Cash Flows. The following table presents the fair value of the Company’s derivative assets and

liabilities, as well as their classification on the accompanying Consolidated Balance Sheets, as of December 31, 2024 and

December 31, 2023 (in millions):

				2024		2023
		Balance Sheet Classification		Fair Value
Derivative Assets		Prepaid expenses and other current assets		$630.2		$254.2
Derivative Assets		Other assets		$203.5		$66.0
Derivative Liabilities		Other current liabilities		$538.6		$190.4
Derivative Liabilities		Other noncurrent liabilities		$185.7		$54.3

Cash Flow Hedges

As of December 31, 2024, the Company had the following outstanding interest rate swap derivatives that qualify as hedging

instruments within designated cash flow hedges of variable interest rate risk (in millions):

Notional Amount		Weighted Average Fixed Rate		Maturity Date
$500		4.01%		7/31/2025
$500		3.80%		1/31/2026
$1,500		4.15%		7/31/2026
$750		4.14%		1/31/2027
$500		4.19%		7/31/2027
$250		4.00%		1/31/2028
$500		3.19%		7/31/2028

The purpose of these contracts is to reduce the variability of cash flows in interest payments associated with the Company's

unspecified variable rate debt, the sole source of which is due to changes in the SOFR benchmark interest rate. The Company

has designated these derivative instruments as cash flow hedging instruments, which are expected to be highly effective at

offsetting changes in cash flows of the related underlying exposure. As a result, changes in fair value of the interest rate swaps

are recorded in accumulated other comprehensive loss. For each of these swap contracts, the Company pays a fixed monthly

rate and receives one month SOFR. The Company reclassified $46.3 million and $39.4 million from accumulated other

comprehensive loss resulting in a benefit to interest expense, net for the years ended December 31, 2024 and 2023, respectively,

related to these interest rate swap contracts. Cash flows related to the Company's interest rate swap derivatives are classified as

operating activities within the Consolidated Statements of Cash Flows, as such cash flows relate to hedged interest payments

are recorded in operating activities.

For derivatives accounted for as hedging instruments, the Company formally designates and documents, at inception, the

financial instrument as a hedge of a specific underlying exposure, the risk management objective and the strategy for

undertaking the hedge transaction. The Company formally assesses, both at the inception and at least quarterly thereafter,

whether the financial instruments used in hedging transactions are highly effective at offsetting changes in cash flows of the

related underlying exposures.

The table below presents the fair value of the Company’s interest rate swap contracts, as well as their classification on the

Consolidated Balance Sheets, as of December 31, 2024 and 2023 (in millions). See Note 4 for further information.

		Balance Sheet Classification		2024		2023
Derivatives designated as cash flow hedges:
Swap contracts		Prepaid expenses and other current assets		$9.7		$23.5
Swap contracts		Other assets		$10.0		$—
Swap contracts		Other current liabilities		$3.9		$—
Swap contracts		Other noncurrent liabilities		$6.0		$55.8

As of December 31, 2024, the estimated net amount of the existing gains related to the Company's interest rate swap contracts

that are expected to be reclassified into earnings within the next 12 months is approximately $6.0 million.

Net Investment Hedges

The Company enters into cross-currency interest rate swaps that are designated as net investment hedges of our investments in

foreign-denominated operations. Such contracts effectively convert the U.S. dollar equivalent notional amounts to obligations

denominated in the respective foreign currency and partially offset the impact of changes in currency rates on such foreign-

denominated net investments. These contracts also create a positive interest differential on the U.S. dollar-denominated portion

of the swaps, resulting in interest rate savings on the USD notional.

At December 31, 2024, the Company had the following cross-currency interest rate swaps designated as net investment hedges

of our investments in foreign-denominated operations:

		U.S. dollar equivalent notional (in millions)		Fixed Rates		Maturity Date
Euro (EUR)		$500		2.15%		5/26/2026
Canadian Dollar (CAD)		$800		1.14%		5/20/2026
British Pound (GBP)		$750		0.317%		5/8/2028

Hedge effectiveness is tested based on changes in the fair value of the cross-currency swaps due to changes in the USD/foreign

currency spot rates. The Company anticipates perfect effectiveness of the designated hedging relationships and records changes

in the fair value of the cross-currency interest rate swaps associated with changes in the spot rate through accumulated other

comprehensive loss. Excluded components associated with the forward differential are recognized directly in earnings as

interest expense, net. The Company recognized a benefit of $13.9 million and $9.0 million in interest expense, net for the years

ended December 31, 2024 and 2023, respectively, related to these excluded components. Upon settlement, cash flows

attributable to derivatives designated as net investment hedges are classified as investing activities in the Consolidated

Statements of Cash Flows.

The following table presents the fair value of the Company’s cross-currency interest rate swaps designated as net investment

hedges, as well as their classification on the accompanying Consolidated Balance Sheets, as of December 31, 2024 and

December 31, 2023 (in millions).

			2024		2023
	Balance Sheet Classification		Fair Value
Cross-currency interest rate swaps designated as net investment hedges:
Net investment hedge	Prepaid expenses and other current assets		$22.6		$—
Net investment hedge	Other assets		$8.0		$—
Net investment hedge	Other current liabilities		$—		$14.5
Net investment hedge	Other noncurrent liabilities		$5.2		$—

As of December 31, 2024, the estimated net amount of the existing gains related to the Company's cross-currency interest rate

swaps designed as net investment hedges that are expected to be reclassified into earnings within the next 12 months is

approximately $22.6 million.

17. Earnings Per Share

The Company reports basic and diluted earnings per share. Basic earnings per share is computed by dividing net income

attributable to shareholders of the Company by the weighted average number of common shares outstanding during the reported

period. Diluted earnings per share reflect the potential dilution related to equity-based incentives using the treasury stock

method.

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

except per share data) follows:

		2024		2023		2022
Net income attributable to Corpay		$1,003,746		$981,890		$954,327
Denominator for basic earnings per share		70,331		73,155		75,598
Dilutive securities		1,517		1,232		1,264
Denominator for diluted earnings per share		71,848		74,387		76,862
Basic earnings per share attributable to Corpay		$14.27		$13.42		$12.62
Diluted earnings per share attributable to Corpay		$13.97		$13.20		$12.42

Diluted earnings per share for the years ended December 31, 2024, 2023 and 2022 excludes the effect of 0.1 million, 2.0 million

and 2.3 million shares, respectively, of common stock that may be issued upon the exercise of employee stock options because

such effect would be antidilutive. Diluted earnings per share also excludes the effect of performance-based restricted stock for

which the performance criteria have not yet been achieved, which was immaterial for 2024, 2023 and 2022.

18. Segments

The Company reports information about its operating segments in accordance with the authoritative guidance related to

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

Payments (includes aggregation with Cross-Border operating segment), Lodging Payments and an Other category (which

combines Gift and Payroll card operating segments). These reportable segments align with how the Company's Chief Executive

Officer, who is the Chief Operating Decision Maker (CODM), allocates resources, assesses performance and reviews financial

information. The CODM uses segment operating income to make decisions regarding the allocation of resources (including

financial resources and capital spending) to each segment primarily in the annual budget and forecasting process and reviews

budget to actual variances for segment operating income on a monthly, quarterly and annual basis to assess the performance of

each segment.

The Company's segment results, including significant segment expenses regularly provided to the CODM, are as follows for the

years ended December 31, 2024, 2023 and 2022 (in thousands)*:

		Year Ended December 31, 2024****1
		Vehicle Payments****2		Corporate Payments		Lodging Payments		Other		Total
Revenues, net		$2,008,799		$1,221,915		$488,589		$255,286		$3,974,589
Expenses:
Processing		365,457		264,298		119,645		119,685		869,085
Selling		175,750		172,365		24,317		8,474		380,906
General and administrative		311,784		192,853		72,526		39,711		616,874
Depreciation		70,178		29,949		13,205		6,774		120,106
Amortization		129,988		63,367		35,494		2,133		230,982
Goodwill impairment		—		—		—		90,000		90,000
Other operating, net		82		686		14		7		789
Gain on disposition of business		(121,310)		—		—		—		(121,310)
Operating income (loss)		$1,076,870		$498,397		$223,388		$(11,498)		1,787,157
Other expenses:
Investment gain, net										239
Other income, net										13,722
Interest expense, net										383,043
Loss on extinguishment of debt										5,040
Total other expenses										402,044
Income before income taxes										$1,385,113

		Year ended December 31, 2024
		Vehicle Payments		Corporate Payments		Lodging Payments		Other		Total
Other segment disclosures:
Capital expenditures		$117,410		$32,587		$19,622		$5,557		$175,176
Long-lived assets (excluding goodwill and investments)		$258,942		$67,379		$35,105		$16,279		$377,705

		Year Ended December 31, 2023****3
		Vehicle Payments****2		Corporate Payments		Lodging Payments		Other		Total
Revenues, net		$2,005,510		$981,127		$520,216		$250,866		$3,757,719
Expenses:
Processing		377,603		212,144		117,203		112,958		819,908
Selling		167,614		137,512		24,597		10,435		340,157
General and administrative		314,892		170,075		77,219		41,237		603,424
Depreciation		69,886		22,356		11,070		6,671		109,983
Amortization		132,019		56,323		35,833		2,446		226,621
Other operating, net		98		629		25		1		753
Operating income		$943,399		$382,085		$254,270		$77,119		1,656,873
Other expenses (income):
Investment gain, net										(116)
Other income, net										(16,623)
Interest expense, net										348,607
Loss on extinguishment of debt										—
Total other expenses										331,868
Income before income taxes										$1,325,005

		Year ended December 31, 2023
		Vehicle Payments		Corporate Payments		Lodging Payments		Other		Total
Other segment disclosures:
Capital expenditures		$108,592		$25,387		$13,705		$6,138		$153,822
Long-lived assets (excluding goodwill and investments)		$252,499		$48,822		$24,697		$17,136		$343,154

		Year Ended December 31, 2022****3
		Vehicle Payments****2		Corporate Payments		Lodging Payments		Other		Total
Revenues, net		$1,950,038		$769,571		$456,511		$251,009		$3,427,129
Expenses:
Processing		361,695		179,339		103,615		120,058		764,707
Selling		174,230		104,359		19,711		10,782		309,082
General and administrative		330,899		139,690		72,180		41,366		584,135
Depreciation		62,930		14,987		7,968		6,125		92,010
Amortization		135,565		57,599		34,398		2,710		230,272
Other operating, net		226		35		2		19		282
Operating income		$884,493		$273,562		$218,637		$69,949		1,446,641
Other expenses:
Investment loss, net										1,382
Other expense, net										3,003
Interest expense, net										164,662
Loss on extinguishment of debt										1,934
Total other expenses										170,981
Income before income taxes										$1,275,660

		Year ended December 31, 2022
		Vehicle Payments		Corporate Payments		Lodging Payments		Other		Total
Other segment disclosures:
Capital expenditures		$111,661		$20,777		$10,570		$8,420		$151,428
Long-lived assets (excluding goodwill and investments)		$218,680		$39,240		$17,884		$18,888		$294,692

*Columns may not calculate due to rounding. Other includes our Gift and Payroll card operating segments.

1 Results from Zapay acquired in the first quarter of 2024 are reported in the Vehicle Payments segment from the date of

acquisition. Results from Paymerang acquired in the third quarter of 2024 are reported in the Corporate Payments segment from

the date of acquisition. Results from GPS Capital Markets acquired in the fourth quarter of 2024 are included in the Corporate

Payments segment from the date of acquisition.

2 Results of our merchant solutions business disposed of in December 2024 are included in the Vehicle Payments segment for

all periods prior to disposition.

3 Results of the Company's Russian business disposed of in August 2023 are included in the Vehicle Payments segment for all

periods prior to disposition.

Total assets for each reportable segment are not presented as the CODM does not evaluate performance or allocate resources

based on segment assets. The following table presents the Company's long-lived assets by major geography (excluding

goodwill, other intangible assets and investments) at December 31 (in thousands):

		2024		2023
Long-lived assets (excluding goodwill, other intangible assets and investments):
United States (country of domicile)		$228,233		$200,918
Brazil		$64,912		$74,789
United Kingdom		$46,174		$34,242

More than 10% of our consolidated revenues in 2024, 2023 and 2022 were derived through our relationship with our open-loop

network partner in our Vehicle Payments and Corporate Payments segments.

19. Dispositions

Comdata Merchant Solutions Disposition

In May 2024, the Company signed a definitive agreement to sell its merchant solutions business, a business within the U.S.

division of its Vehicle Payments segment (the "disposal group") to a third party. The transaction was completed during

December 2024. The Company determined that the disposal group met all of the required criteria to be classified as held for

sale during the second quarter of 2024.

The disposal group's fair value, based upon the estimated sales price less anticipated costs to sell, exceeded its carrying value.

As such, the related assets and liabilities were recorded at their carrying value and classified as held for sale prior to the

completion of the transaction. In determining the carrying value of the disposal group, which represents a portion of one of the

Company's reporting units, goodwill of approximately $58.2 million was allocated to the disposal group based on a relative fair

value analysis. The Company received total proceeds of $185.5 million, which have been recorded within investing activities in

the accompanying Consolidated Statements of Cash Flows. In connection with the sale, the Company recorded a pre-tax net

gain on disposal of $121.3 million during the year ended December 31, 2024, which primarily represents the proceeds received

less the derecognition of the related net assets. The pre-tax net gain is included within the gain on disposition of business

financial statement line in the accompanying Consolidated Statements of Income.

Russia Disposition

During the second quarter of 2023, the Company signed definitive documents to sell its Russia business to a third party. At June

30, 2023, the Company 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 the Company's Russian business were not classified as held for sale prior to the completion of the transaction.

The Russia business was historically reported within the Company's Vehicle Payments segment and did not meet the criteria to

be presented as discontinued operations. The Company completed the sale of its Russia business on August 15, 2023.

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

The Company received total proceeds, net of cash disposed and net of a $5.6 million foreign exchange loss upon conversion of

the ruble-denominated proceeds to U.S. dollars, of $197.0 million, which have been recorded within investing activities in the

accompanying Consolidated Statements of Cash Flows. In connection with the sale, the Company 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

expense (income), net in the accompanying Consolidated Statements of Income.

Exclusive of the impact of disposition, the business in Russia accounted for approximately $62.0 million of the Company's

consolidated income before income taxes for the year ended December 31, 2023.

20. Subsequent Events

Acquisition

In February 2025, the Company announced a definitive agreement to acquire 100% of Gringo, a leading Brazil-based vehicle

registration and compliance payment company, for approximately $147 million, net of cash of approximately $22 million.

Gringo's digital app and national network help drivers in Brazil pay for vehicle taxes, registration and fines. The transaction is

expected to close in the first quarter of 2025, subject to regulatory approval and standard closing conditions and will be

reflected in the Company's Vehicle Payments segment.

Net Investment Hedges

In January 2025, the Company terminated its existing CAD cross-currency interest rate swaps designated as net investment

hedges and subsequently entered into four new cross-currency interest rate swaps designated as net investment hedges of its

investments in CAD-denominated operations. These contracts effectively convert an aggregate $800 million of U.S. dollar

equivalent to an obligation denominated in CAD and partially offset the impact of changes in currency rates on the Company's

CAD-denominated net investments. These contracts also create a positive interest differential on the U.S. dollar-denominated

portion of the swap, resulting in a weighted average interest rate savings of 1.35% on the USD notional.

Debt Arrangements

On January 24, 2025, the Company entered into an omnibus amendment to its Securitization Facility. The amendment increased

the Securitization Facility commitment from $1.7 billion to $1.8 billion and extended the maturity of the Securitization Facility

to January 24, 2028. The omnibus amendment also reduced the program fee by 5 bps to SOFR plus 0.10% adjustment plus

0.90% or the Commercial Paper Rate plus 0.80% and decreased the unused facility fee by 5 for two of the purchasers.

On February 20, 2025, the Company entered into the sixteenth amendment to the Credit Agreement. The amendment increased

the Term Loan B commitments by an incremental $750 million. The Company used the Term Loan B proceeds to pay down

existing borrowings under the revolving credit facility and other general corporate purposes. The maturity dates and the interest

rates for the Company's Credit Agreement were unchanged by this amendment.