filings.toolsItem 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Corpay, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Corpay, Inc. and subsidiaries (the Company) as of December 31,
2025 and 2024, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three
years in the period ended December 31, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the
period ended December 31, 2025, 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, 2025, 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 26, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required
to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit 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, 2025, the Company’s goodwill was $7.6 billion. As discussed in Note 2 to the consolidated financial statements, the Company completes an impairment test of goodwill at the reporting unit level at least annually or more frequently if facts and circumstances indicate that goodwill might be impaired. For a reporting unit in which the Company concludes, based on a qualitative assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying amount (or if the Company elects to not perform the qualitative assessment), the Company performs a quantitative impairment test, which involves estimating the fair value of the reporting unit using a discounted cash flow analysis, and to a lesser extent, market multiples for comparable companies. Auditing the Company's annual goodwill impairment tests for reporting units to which a material amount of goodwill has been allocated and for which a quantitative impairment test was completed by the Company was complex and subjective due to the high degree of subjectivity of certain assumptions underlying the determination of the reporting unit 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 rates, which could be affected by expectations about future market or economic 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 Company’s goodwill impairment review process, including controls over management’s review of the significant assumptions described above. For example, we tested controls over management’s review of EBITDA margin forecasts and the discounts rates used in the determination of the reporting units’ estimated fair values. To test the reporting units' estimated fair values, 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 performed sensitivity analyses on the significant assumptions to evaluate the changes in the fair values of the reporting units 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 acquisition of Alpha Group International plc ("Alpha") for total estimated purchase consideration of $2.4 billion. The acquisition was accounted for as a business combination. The Company recorded intangible assets from this acquisition, including customer and vendor relationships of $945.2 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 Alpha 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 expectations about future market or economic 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 methodology, testing the significant assumptions, and testing the completeness and accuracy of underlying data. With the assistance of our valuation specialists, we assessed the methodology 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 values of the intangible assets that would result from changes in customer attrition rates and 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 26, 2026
Corpay, Inc. and Subsidiaries
Consolidated Balance Sheets
(In Thousands, Except Share and Par Value Amounts)
| December 31, | ||||
| 2025 | 2024 | |||
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $2,408,097 | $1,553,642 | ||
| Restricted cash | 6,583,843 | 2,902,703 | ||
| Accounts and other receivables (less allowance for credit losses of $170,957 at December 31, 2025 and $133,757 at December 31, 2024) | 2,145,679 | 2,090,500 | ||
| Securitized accounts receivable—restricted for securitization investors | 1,823,000 | 1,323,000 | ||
| Prepaid expenses and other current assets | 1,002,621 | 806,024 | ||
| Total current assets | 13,963,240 | 8,675,869 | ||
| Property and equipment, net | 472,310 | 377,705 | ||
| Goodwill | 7,564,822 | 5,984,667 | ||
| Other intangibles, net | 3,237,729 | 2,410,442 | ||
| Investments | 601,942 | 60,088 | ||
| Other assets | 568,092 | 448,260 | ||
| Total assets | $26,408,135 | $17,957,031 | ||
| Liabilities, redeemable noncontrolling interest and equity | ||||
| Current liabilities: | ||||
| Accounts payable | $1,564,548 | $1,570,426 | ||
| Accrued expenses | 606,600 | 444,938 | ||
| Customer deposits | 8,118,566 | 3,266,126 | ||
| Securitization facility | 1,823,000 | 1,323,000 | ||
| Current portion of notes payable and lines of credit | 1,522,530 | 1,446,974 | ||
| Other current liabilities | 661,433 | 656,417 | ||
| Total current liabilities | 14,296,677 | 8,707,881 | ||
| Notes payable and other obligations, less current portion | 6,656,157 | 5,226,106 | ||
| Deferred income taxes | 614,345 | 439,176 | ||
| Other noncurrent liabilities | 612,279 | 437,879 | ||
| Total noncurrent liabilities | 7,882,781 | 6,103,161 | ||
| Commitments and contingencies (Note 15) | ||||
| Redeemable noncontrolling interest (Note 2) | 302,000 | — | ||
| Stockholders’ equity: | ||||
| Common stock, $0.001 par value; 475,000,000 shares authorized; 132,186,610 shares issued and 68,362,289 shares outstanding at December 31, 2025; and 131,425,669 shares issued and 70,170,016 shares outstanding at December 31, 2024 | 132 | 131 | ||
| Additional paid-in capital | 3,970,077 | 3,811,131 | ||
| Retained earnings | 10,264,751 | 9,196,405 | ||
| Accumulated other comprehensive loss | (1,392,154) | (1,713,996) | ||
| Less treasury stock (63,824,321 shares and 61,255,653 shares at December 31, 2025 and 2024, respectively) | (8,958,942) | (8,171,329) | ||
| Total Corpay stockholders’ equity | 3,883,864 | 3,122,342 | ||
| Noncontrolling interest | 42,813 | 23,647 | ||
| Total equity | 3,926,677 | 3,145,989 | ||
| Total liabilities, redeemable noncontrolling interest and equity | $26,408,135 | $17,957,031 |
| See accompanying notes. |
Corpay, Inc. and Subsidiaries
Consolidated Statements of Income
(In Thousands, Except Per Share Amounts)
| Year Ended December 31, | ||||||
| 2025 | 2024 | 2023 | ||||
| Revenues, net | $4,528,403 | $3,974,589 | $3,757,719 | |||
| Expenses: | ||||||
| Processing | 969,177 | 869,085 | 819,908 | |||
| Selling | 478,988 | 380,906 | 340,157 | |||
| General and administrative | 733,028 | 616,874 | 603,424 | |||
| Depreciation and amortization | 393,303 | 351,088 | 336,604 | |||
| Goodwill impairment | — | 90,000 | — | |||
| Other operating, net | 2,060 | 789 | 753 | |||
| Gain on disposition, net | (42,261) | (121,310) | — | |||
| Operating income | 1,994,108 | 1,787,157 | 1,656,873 | |||
| Other expense (income), net | 46,985 | 13,961 | (16,739) | |||
| Interest expense, net | 403,848 | 383,043 | 348,607 | |||
| Loss on extinguishment of debt | 1,596 | 5,040 | — | |||
| Total other expense, net | 452,429 | 402,044 | 331,868 | |||
| Income before income taxes | 1,541,679 | 1,385,113 | 1,325,005 | |||
| Provision for income taxes | 469,731 | 381,381 | 343,115 | |||
| Net income | 1,071,948 | 1,003,732 | 981,890 | |||
| Less: Net income (loss) attributable to noncontrolling interests | 2,122 | (14) | — | |||
| Net income attributable to Corpay | $1,069,826 | $1,003,746 | $981,890 | |||
| Earnings per share: | ||||||
| Basic earnings per share attributable to Corpay* | $15.23 | $14.27 | $13.42 | |||
| Diluted earnings per share attributable to Corpay* | $15.03 | $13.97 | $13.20 | |||
| Weighted average shares outstanding: | ||||||
| Basic shares | 70,137 | 70,331 | 73,155 | |||
| Diluted shares | 71,058 | 71,848 | 74,387 |
| *For 2025, Basic and Diluted earnings per share amounts are determined under the two-class method |
| See accompanying notes. |
Corpay, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
(In Thousands)
| Year Ended December 31, | ||||||
| 2025 | 2024 | 2023 | ||||
| Net income | $1,071,948 | $1,003,732 | $981,890 | |||
| Other comprehensive income (loss): | ||||||
| Foreign currency translation gains (losses), net of tax | 459,563 | (496,534) | 140,089 | |||
| 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 | (131,617) | 65,861 | (39,807) | |||
| Total other comprehensive income (loss), net of tax | 327,946 | (430,673) | 220,551 | |||
| Total comprehensive income | 1,399,894 | 573,059 | 1,202,441 | |||
| Comprehensive income (loss) attributable to noncontrolling interests | 7,707 | (5,790) | — | |||
| Comprehensive income attributable to Corpay | $1,392,187 | $578,849 | $1,202,441 |
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****1 | Total Equity | |||||||||
| 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 loss, 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 income, 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 | ||||||||
| Net income | — | — | 1,069,826 | — | — | 1,069,826 | 1,602 | 1,071,428 | ||||||||
| Other comprehensive loss, net of tax | — | — | — | 321,842 | — | 321,842 | 6,104 | 327,946 | ||||||||
| Acquisition of common stock | — | — | — | — | (787,613) | (787,613) | — | (787,613) | ||||||||
| Stock-based compensation | — | 102,637 | — | — | — | 102,637 | — | 102,637 | ||||||||
| Issuance of common stock | 1 | 67,769 | — | — | — | 67,770 | — | 67,770 | ||||||||
| Remeasurement to redemption value on redeemable non-controlling interest | — | — | (1,480) | — | — | (1,480) | — | (1,480) | ||||||||
| Change in controlling interest of investment, net | — | (11,460) | — | — | — | (11,460) | 11,460 | — | ||||||||
| Balance at December 31, 2025 | $132 | $3,970,077 | $10,264,751 | $(1,392,154) | $(8,958,942) | $3,883,864 | $42,813 | $3,926,677 |
| 1 Excludes redeemable noncontrolling interest of $302 million classified as mezzanine equity. See Note 2 for additional information. |
| See accompanying notes. |
Corpay, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In Thousands)
| Year Ended December 31, | ||||||
| 2025 | 2024 | 2023 | ||||
| Operating activities | ||||||
| Net income | $1,071,948 | $1,003,732 | $981,890 | |||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Depreciation | 131,164 | 120,106 | 109,983 | |||
| Stock-based compensation | 102,637 | 116,724 | 116,086 | |||
| Provision for credit losses on accounts and other receivables | 122,642 | 103,133 | 125,152 | |||
| Amortization of deferred financing costs and discounts | 21,065 | 7,994 | 7,249 | |||
| Amortization of intangible assets and premium on receivables | 262,139 | 230,982 | 226,621 | |||
| Deferred income taxes | (27,904) | (64,718) | (46,678) | |||
| Loss on extinguishment of debt | 1,596 | 5,040 | — | |||
| Goodwill impairment | — | 90,000 | — | |||
| Gain on disposition of business | (42,261) | (121,310) | (13,712) | |||
| Other non-cash operating expense, net | 19,296 | 1,028 | 637 | |||
| Changes in operating assets and liabilities (net of acquisitions/disposition): | ||||||
| Accounts and other receivables | (499,184) | (176,931) | (210,261) | |||
| Prepaid expenses and other current assets | (101,037) | 9,166 | 69,287 | |||
| Derivative assets and liabilities, net | (74,210) | (15,414) | (33,278) | |||
| Other assets | 13,010 | (32,189) | 54,180 | |||
| Accounts payable, accrued expenses and customer deposits | 499,000 | 663,222 | 713,976 | |||
| Net cash provided by operating activities | 1,499,901 | 1,940,565 | 2,101,132 | |||
| Investing activities | ||||||
| Acquisitions, net of cash acquired* | 1,933,783 | (821,924) | (428,327) | |||
| Purchases of property and equipment | (200,756) | (175,176) | (153,822) | |||
| Investment in equity method investment | (578,446) | — | — | |||
| Proceeds from disposition, net of cash | 58,209 | 185,506 | 197,025 | |||
| Other | 14,572 | 4,117 | 4,401 | |||
| Net cash provided by (used in) investing activities | 1,227,362 | (807,477) | (380,723) | |||
| Financing activities | ||||||
| Proceeds from issuance of common stock | 67,770 | 428,224 | 113,742 | |||
| Repurchase of common stock | (782,818) | (1,287,998) | (686,859) | |||
| Proceeds from redeemable noncontrolling interest | 300,000 | — | — | |||
| Borrowings on securitization facility, net | 500,000 | 16,000 | 20,000 | |||
| Deferred financing costs | (38,825) | (8,493) | (376) | |||
| Proceeds from notes payable | 1,650,000 | 825,000 | — | |||
| Principal payments on notes payable | (197,140) | (140,050) | (94,000) | |||
| Borrowings from revolver | 12,134,000 | 9,989,000 | 8,734,960 | |||
| Payments on revolver | (12,071,000) | (9,278,000) | (9,118,960) | |||
| Borrowing (payments) on swing line of credit, net | 692 | (140,713) | 135,568 | |||
| Other | (928) | 2,019 | (2,286) | |||
| Net cash provided by (used in) financing activities | 1,561,751 | 404,989 | (898,211) | |||
| Effect of foreign currency exchange rates on cash | 246,581 | (223,267) | 30,157 | |||
| Net increase in cash and cash equivalents and restricted cash | 4,535,595 | 1,314,810 | 852,355 | |||
| Cash and cash equivalents and restricted cash, beginning of year | 4,456,345 | 3,141,535 | 2,289,180 | |||
| Cash and cash equivalents and restricted cash, end of year | $8,991,940 | $4,456,345 | $3,141,535 | |||
| Supplemental cash flow information | ||||||
| Cash paid for interest | $491,373 | $496,098 | $448,384 | |||
| Cash paid for income taxes | $510,733 | $374,039 | $408,340 |
| ***With the acquisition of Alpha, the purchase price included approximately $4 billion in cash and cash equivalents and restricted cash, for which there were corresponding customer deposit liabilities assumed. |
| See accompanying notes. |
Corpay, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025
1. Description of Business
Corpay is a global corporate payments company that helps businesses and consumers better manage and pay their expenses in a
simple, controlled manner. Corpay provides a broad suite of payment and spend management solutions, including accounts
payable automation and cross-border payment solutions (including foreign exchange spot, forward and option transactions),
commercial card programs (e.g., purchasing cards, business cards and virtual cards), vehicle payment solutions (e.g., fuel cards,
toll payments and related services) and lodging payment solutions (e.g., hotel and extended stay bookings).
Corpay’s vision is that every payment is digital, every purchase is controlled and every related decision is informed. 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: Corporate Payments, Vehicle 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 Corporate Payments solutions simplify and automate vendor payments and includes accounts payable (AP)
automation, virtual cards, cross-border payments and purchasing and travel and entertainment ("T&E") cards. The Company's
Vehicle Payments solutions help control and monitor spending and include fuel card offerings, tolls and other complementary
products. The Company's Lodging Payments solutions help businesses manage their lodging costs, while simplifying the
management of hotels and housing, both short and longer-term, while also providing traveler and end customer support. The
Company also 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, go-to-market
strategy, which 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 competes with financial institutions that provide general purpose commercial card,
accounts payable and cross-border payment products, as well as specialized providers offering more targeted solutions; and also
with traditional payment methods such as cash, checks and manual processes. The Company supplements its organic growth
strategy and sales efforts by pursuing attractive acquisition opportunities, which serve to strengthen and extend our market
positions and create value faster. With a long, proven operating history, Corpay facilitates payments to or on behalf of millions
of businesses around the world through multiple modalities.
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 2025, 2024 and 2023 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 both December 31, 2025 and 2024, approximately 87% 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
and indefinite-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 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 was 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 were the most sensitive, subjective and/or complex. These assumptions were 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 as of
December 31, 2025 and 2024.
The results of the 2025 impairment test for the Company's reporting units 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, 2025 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
an impairment exists. 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, 2025, the Company determined no impairment existed. 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 these equity investments without readily determinable fair values for
impairment 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, "Investments—
Equity Method and Joint Ventures". Additionally, during 2025, the Company made an investment of $578 million for
approximately 35% of the equity in a limited partnership with TPG in connection with the acquisition of AvidXChange
Holdings, Inc. The Company determined that it does not control the limited partnership and records its allocable share of the
partnership's earnings/losses as an equity method investment under ASC 323. See Note 7 for further information regarding the
Company's investment in AvidXChange.
The Company recognized net losses related to its equity method investments of $25.4 million for the year ended December 31
2025, which were recorded within Other expense (income), net in the Consolidated Statements of Income. The impact of the
Company's equity method investments was not material for the years ended December 31, 2024 and 2023.
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, 2025, 2024 and 2023.
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 $174.3 million, $136.3 million and $128.0 million in 2025, 2024 and
2023, respectively. Amortization expense for software totaled $102.9 million, $78.8 million and $77.5 million in 2025, 2024
and 2023, 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, 2025 | December 31, 2024 | December 31, 2023 | ||||
| Cash and cash equivalents | $2,408,097 | $1,553,642 | $1,389,648 | |||
| Restricted cash | 6,583,843 | 2,902,703 | 1,751,887 | |||
| Total cash and cash equivalents and restricted cash | $8,991,940 | $4,456,345 | $3,141,535 |
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):
| 2025 | 2024 | 2023 | ||||
| Foreign exchange losses | $29.8 | $9.2 | $4.8 |
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):
| 2025 | 2024 | 2023 | ||||
| Foreign currency losses (gains) on long-term intra-entity transactions | $78.2 | $132.0 | $(29.0) |
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, 2025 and 2024 (in millions):
| December 31, 2025 | December 31, 2024 | ||||||||||
| Gross | Offset on the Balance Sheet | Net | Gross | Offset on the Balance Sheet | Net | ||||||
| Assets | |||||||||||
| Accounts Receivable | $5,285.7 | $(5,086.5) | $199.2 | $2,305.6 | $(2,131.8) | $173.8 | |||||
| Liabilities | |||||||||||
| Accounts Payable | $5,194.1 | $(5,086.5) | $107.6 | $2,218.3 | $(2,131.8) | $86.5 |
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 $38.8 million in 2025 and $8.5
million in 2024. These debt issuance costs were primarily associated with the refinancing of the Company's Credit Facility and
Securitization Facility, and for 2025 also included approximately $10 million in commitment and arrangement fees related to
the bridge term loan the Company entered into in connection with the acquisition of Alpha. At December 31, 2025 and 2024,
the Company had deferred financing costs of $11.2 million and $4.2 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 $26.5 million and $16.6 million
at December 31, 2025 and 2024, 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, through Corpay Technologies Operating Company, LLC ("CTOC") and certain of its other subsidiaries,
maintains a $2.3 billion revolving accounts receivable securitization facility (as amended from time to time, the "Securitization
Facility"). On November 3, 2025, CTOC and others entered into the Sixth Amended and Restated Receivables Purchase
Agreement (the "RPA") in connection with the Securitization Facility. The RPA and related documents, among other things, (i)
increased the Securitization Facility commitment from $1.8 billion to $2.3 billion, (ii) extended the outside maturity date of the
Securitization Facility to November 3, 2028, (iii) added three U.K.-based originators and one U.K.-based guarantor and (iv)
lowered the drawn program pricing by 9 basis points.
Accounts receivable collateralized within our Securitization Facility relate to trade accounts receivable resulting primarily from
charge card activity and other customer receivables in the U.S and the U.K. Pursuant to the terms of the Securitization Facility,
certain U.S.-based originators transfer in the form of a sale certain of their 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 sale, on a revolving basis, a proportionate 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 may be 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. CTOC has agreed to continue servicing the sold receivables for the transferees at market rates, which
approximates the CTOC’s cost of servicing. Funding determines the level of funding achieved by the sale of accounts
receivable, subject to a maximum amount. As the Company maintains certain continuing involvement in the transferred/sold
receivables, it does not derecognize the receivables from its Consolidated Balance Sheets. Instead, the Company records cash
proceeds and any residual interest received as a Securitization Facility liability.
The Company’s Consolidated Balance Sheets and Statements of Income reflect the activity related to securitized accounts
receivable and the corresponding securitized debt, including interest income, fees generated from late payments, provision for
losses on accounts receivable and interest expense. The cash flows from borrowings and repayments associated with the
securitized debt are presented as cash flows from financing activities. The maturity date for the Securitization Facility is the
earlier of November 3, 2028 or the first maturity date of any loan under the Company's Credit Agreement, which is June 24,
The Company’s accounts receivable and securitized accounts receivable include the following at December 31 (in thousands):
| 2025 | 2024 | |||
| Gross domestic unsecuritized accounts receivable | $661,167 | $945,714 | ||
| Gross domestic securitized accounts receivable | 1,823,000 | 1,323,000 | ||
| Gross foreign receivables | 1,655,469 | 1,278,543 | ||
| Total gross receivables | 4,139,636 | 3,547,257 | ||
| Less allowance for credit losses | (170,957) | (133,757) | ||
| Net accounts and securitized accounts receivable | $3,968,679 | $3,413,500 |
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):
| 2025 | 2024 | 2023 | ||||
| Allowance for credit losses beginning of year | $133,757 | $180,163 | $149,846 | |||
| Provision for credit losses | 122,642 | 103,133 | 125,152 | |||
| Write-offs | (104,750) | (139,110) | (115,631) | |||
| Recoveries | 7,692 | 11,380 | 13,596 | |||
| Impact of foreign currency | 11,616 | (21,809) | 7,200 | |||
| Allowance for credit losses end of year | $170,957 | $133,757 | $180,163 |
The provision for credit losses increased during the year ended December 31, 2025 versus the comparable prior periods
primarily due to the growth of the business, as credit loss expense as a percentage of spend improved versus the comparable
prior periods. Write-offs include receivables for which a full allowance was previously provided.
Advertising
The Company expenses advertising costs as incurred. Advertising expense was $107.7 million, $75.0 million and $64.6 million
for the years ended December 31, 2025, 2024 and 2023, respectively.
Redeemable Noncontrolling Interest
In April 2025, the Company expanded its long-standing strategic partnership agreement with Mastercard to deliver an enhanced
suite of corporate cross-border payment solutions. The transaction also included an investment in the Company's cross-border
business with Mastercard acquiring a 2.3% noncontrolling interest in the cross-border business for $300 million. The
investment into the Company’s cross-border business closed on December 1, 2025, and the cash associated with the investment
was presented as cash flows provided by financing activities in the Company's Consolidated Statements of Cash Flows.
Mastercard has the right to sell, or put, its interest back to the Company for six months starting on August 1, 2027. If
Mastercard does not exercise the put right, the Company will have a reciprocal call right to repurchase the interest for six
months starting on May 1, 2028. In each case, the redemption price is the amount of invested capital plus 8% per annum,
compounded annually. The call and put rights are considered clearly and closely related to the noncontrolling interest and are
not separated as bifurcated derivatives.
The carrying amount of the redeemable noncontrolling interest is adjusted to its full redemption value through retained earnings
at the end of each reporting period. The following table presents a reconciliation of the changes in the redeemable
noncontrolling interest balance (in thousands):
| Redeemable Noncontrolling Interest | ||
| Balance at December 31, 2024 | $— | |
| Cash contribution from redeemable noncontrolling interest | 300,000 | |
| Net income attributable to redeemable noncontrolling interest | 520 | |
| Adjustment to redemption value | 1,480 | |
| Balance at December 31, 2025 | $302,000 |
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.
As illustrated further in Note 17, for the year ended December 31, 2025, Mastercard's noncontrolling interest is redeemable at a
fixed price (i.e., not fair value) and therefore is treated as a participating security, requiring application of the two-class method.
Adoption of New Accounting Standards
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. The
Company adopted this ASU during the year ended December 31, 2025 and applied the amendments prospectively to all periods
presented in our consolidated financial statements. See Note 13 for further information.
Recent Accounting Pronouncements Not Yet Adopted
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU No. 2024-03, "Disaggregation of Income Statement Expenses" ("ASU 2024-03").
ASU 2024-03, 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. ASU 2024-03 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.
Financial Instruments - Credit Losses
In July 2025, the FASB issued ASU No. 2025-05, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit
Losses for Accounts Receivable and Contract Assets" ("ASU 2025-05"). ASU 2025-05 provides a practical expedient that
allows entities to assume conditions existing as of the balance sheet date remain unchanged over the life of the asset when
estimating credit losses for current trade receivables and current contract assets arising from transactions accounted for under
Topic 606. ASU 2025-05 is effective on a prospective basis for fiscal years beginning after December 15, 2025, and for interim
periods within those fiscal years, with early adoption permitted. We are currently evaluating this guidance and believe that
adoption will not have a material effect on our consolidated financial statements or related disclosures.
Internal-use Software
In September 2025, the FASB issued ASU No. 2025-06, "Intangibles - Goodwill and Other - Internal-use Software (Subtopic
350-40): Targeted Improvements to the Accounting for Internal-Use Software" ( "ASU 2025-06"). ASU 2025-06 updates
requirements for capitalizing internal-use software costs by replacing the current stage-based model with a principles-based
approach. Under ASU 2025-06, the prescriptive software development stages (e.g., preliminary project stage, application
development stage) are eliminated, and instead capitalization must begin when management authorizes and commits to funding
the project and it is probable the project will be completed and used as intended. ASU 2025-06 is effective for fiscal years
beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. ASU
2025-06 may be applied prospectively, on a modified retrospective basis for in-process projects, or retrospectively. We are
currently evaluating the impact this guidance will have on our consolidated financial statements and related disclosures.
Derivatives and Other Scoping and Hedging Improvements
In September 2025, the FASB issued ASU No. 2025-07, "Derivatives and Hedging (Topic 815) and Revenue from Contracts
with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration
from a Customer in a Revenue Contract" ("ASU 2025-07"). ASU 2025-07 excludes from derivative accounting certain non-
exchange-traded contracts, the underlyings of which are based on operations or activities of the parties to the contract, with
various notable exceptions including puts and calls on debt instruments.ASU 2025-07 also clarifies that the noncash
consideration guidance of Topic 606 should apply initially to noncash share-based consideration received from a customer for
transferred goods or services until the right to receive such consideration becomes unconditional. ASU 2025-07 is effective for
fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption
permitted. ASU 2025-07 may be applied prospectively or on a modified retrospective basis. We are currently evaluating the
impact this guidance will have on our consolidated financial statements and related disclosures.
In November 2025, the FASB issued ASU No. 2025-09, "Derivatives and Hedging (Topic 815): Hedge Accounting
Improvements" ("ASU 2025-09"). ASU 2025-09 includes five amendments to hedge accounting intended to better enable
entities to achieve and maintain hedge accounting. These amendments include, but are not limited to, the FASB's expansion of
hedged risks permitted to be aggregated in a group of forecasted transactions in a cash flow hedge from having a shared risk to
similar risk exposure and the establishment of a hedging model for "choose your rate debt." ASU 2025-09 is effective for fiscal
years beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted.
ASU 2025-09 is applied prospectively. We are currently evaluating the impact this guidance will have on our consolidated
financial statements and related disclosures.
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 3% and 4% of total consolidated revenues, net for the years ended December 31, 2025 and 2024,
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 10% and 8% of consolidated revenues, net, for the years ended December 31,
2025 and 2024, respectively.
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
$89.3 million, $74.8 million and $76.3 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, 2025, 2024 and 2023, respectively.
Revenues from contracts with customers, within the scope of Topic 606, represent approximately 84% and 85% of consolidated
revenues, net, for the years ended December 31, 2025 and 2024, respectively.
The Company's remaining revenue primarily represents float revenue earned on invested customer funds in jurisdictions where
permitted. Such revenue represented approximately 3% of consolidated revenues, net for the years ended December 31, 2025
and 2024, and was not significant for the year ended December 31, 2023.
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 | 2025 | 2024 | 2023 | |||
| Vehicle Payments | $2,138.7 | $2,008.8 | $2,005.5 | |||
| Corporate Payments | 1,635.1 | 1,221.9 | 981.1 | |||
| Lodging Payments | 469.5 | 488.6 | 520.2 | |||
| Other | 285.1 | 255.3 | 250.9 | |||
| Consolidated revenues, net | $4,528.4 | $3,974.6 | $3,757.7 |
Revenues, net by geography for the years ended December 31 (in millions) are as follows:
| Revenues by Geography* | 2025 | 2024 | 2023 | |||
| United States (country of domicile) | $2,204.6 | $2,078.6 | $2,045.2 | |||
| Brazil | 713.3 | 594.3 | 526.1 | |||
| United Kingdom | 642.3 | 542.0 | 478.5 | |||
| Other | 968.2 | 759.7 | 707.9 | |||
| Consolidated revenues, net | $4,528.4 | $3,974.6 | $3,757.7 |
*Columns may not calculate due to rounding.
Contract Liabilities
Deferred revenue contract liabilities for customers subject to ASC 606 were $43.1 million and $39.0 million as of
December 31, 2025 and 2024, respectively. We expect to recognize approximately $37.2 million of these amounts in revenues
within 12 months and the remaining $5.9 million over the next five years as of December 31, 2025. 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, 2025, that was included in the deferred revenue contract liability as of January 1,
2025, was approximately $27.8 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 $20.6 million, $18.9 million and $16.7 million for
the years ended December 31, 2025, 2024 and 2023, 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 $25.3 million and
$19.7 million within prepaid expenses and other current assets and $52.9 million and $43.8 million within other assets in the
Company’s Consolidated Balance Sheets, as of December 31, 2025 and 2024, 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 $4.4 million and
$5.5 million as of December 31, 2025 and 2024, respectively. Amortization of deferred customer incentives was immaterial for
the years ended December 31, 2025, 2024 and 2023.
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, 2025, 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, 2025 and 2024, (in thousands):
| Fair Value | Level 1 | Level 2 | Level 3 | |||||
| December 31, 2025 | ||||||||
| Assets: | ||||||||
| Overnight deposits | $192,427 | $— | $192,427 | $— | ||||
| Money market | 399,401 | — | 399,401 | — | ||||
| Certificates of deposit | 371,843 | — | 371,843 | — | ||||
| Treasury bills | 360,085 | — | 360,085 | — | ||||
| Interest rate swaps | 1,265 | — | 1,265 | — | ||||
| Cross-currency interest rate swap | 13,361 | — | 13,361 | — | ||||
| Foreign exchange, interest rate and commodity contracts | 949,026 | — | 949,026 | — | ||||
| Total assets | $2,287,408 | $— | $2,287,408 | $— | ||||
| Cash collateral for foreign exchange contracts | $175,158 | |||||||
| Liabilities: | ||||||||
| Interest rate swaps | $24,443 | $— | $24,443 | $— | ||||
| Cross-currency interest rate swap | 149,742 | — | 149,742 | — | ||||
| Foreign exchange, interest rate and commodity contracts | 655,039 | — | 655,039 | — | ||||
| Total liabilities | $829,224 | $— | $829,224 | $— | ||||
| Cash collateral obligation for foreign exchange contracts | $356,712 | |||||||
| 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 |
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 2025 and 2024.
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 $601.9 million and $60.1 million at December 31, 2025 and 2024, 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 December 31, 2026. On
December 18, 2025, the Board authorized an increase to the aggregate size of the Program by $1.0 billion to $10.1 billion.
Since the beginning of the Program through December 31, 2025, 35,659,347 shares have been repurchased for an aggregate
purchase price of $8.6 billion, leaving the Company up to $1.5 billion of remaining authorization available under the Program
for future repurchases in shares of its common stock. There were 2,568,667 common shares totaling $0.8 billion in 2025;
4,211,818 common shares totaling $1.3 billion in 2024; and 2,597,954 common shares totaling $0.7 billion in 2023 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 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):
| 2025 | 2024 | 2023 | ||||
| Stock options | $30,959 | $30,822 | $24,342 | |||
| Restricted stock | 71,678 | 85,902 | 91,744 | |||
| Stock-based compensation | $102,637 | $116,724 | $116,086 |
The tax benefits related to stock-based compensation, inclusive of the tax benefits upon the exercises of options and vesting of
restricted stock were $38.1 million, $60.7 million and $22.1 million for the years ended December 31, 2025, 2024 and 2023,
respectively.
The following table summarizes the Company’s total unrecognized compensation cost related to outstanding stock awards as of
December 31, 2025 (cost in thousands):
| Unrecognized Compensation Cost | Weighted Average Period of Expense Recognition Remaining (in Years) | |||
| Stock options | $50,354 | 1.65 | ||
| Restricted stock | 36,877 | 0.58 | ||
| Total | $87,231 |
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, 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 | |||||||
| Granted | 598 | 325.28 | $84.88 | |||||||||
| Exercised | (432) | 155.69 | 86,899 | |||||||||
| Forfeited | (57) | 240.35 | ||||||||||
| Outstanding at December 31, 2025 | 2,593 | $227.70 | 1,551 | $185.93 | $206,036 | |||||||
| Expected to vest at December 31, 2025 | 1,042 | $289.87 |
The following table summarizes information about stock options outstanding at December 31, 2025 (shares in thousands):
| Exercise Price | Options Outstanding | Weighted Average Remaining Vesting Life in Years | Options Exercisable | |||
| $133.40 – $150.74 | 895 | 0.00 | 895 | |||
| $165.96 – $225.45 | 518 | 0.08 | 381 | |||
| $231.70 – $261.07 | 426 | 0.58 | 205 | |||
| $272.38 – $319.61 | 462 | 1.67 | 68 | |||
| $328.16 – $377.31 | 292 | 1.84 | 2 | |||
| 2,593 | 1,551 |
The aggregate intrinsic value of stock options exercisable at December 31, 2025 was $178.4 million. The weighted average
remaining contractual term of options exercisable at December 31, 2025 was 2.8 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:
| 2025 | 2024 | 2023 | ||||
| Risk-free interest rate | 3.90% | 4.28% | 4.39% | |||
| Dividend yield | — | — | — | |||
| Expected volatility | 30.64% | 35.68% | 33.73% | |||
| Expected term (in years) | 3.1 | 3.8 | 3.4 |
The weighted-average remaining contractual term for options outstanding was 5.1 years at December 31, 2025.
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.
On October 25, 2021, the Company granted 30,000 performance stock options to an officer of the Company, which are
exercisable upon the achievement of certain performance metrics and time-based vesting. On June 18, 2025, the Company
modified the grant and recorded approximately $1.1 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, 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 | ||
| Granted | 260 | 320.15 | ||
| Cancelled | (60) | 277.13 | ||
| Issued | (317) | 258.03 | ||
| Outstanding at December 31, 2025 | 343 | $304.83 |
The total fair value of restricted stock awards and restricted stock units vested was $112.5 million, $112.3 million and $66.6
million for the years ended December 31, 2025, 2024 and 2023, respectively.
7. Acquisitions and Investments
2025 Acquisitions
Gringo Acquisition
In February 2025, the Company acquired 100% of Gringo, a leading Brazil-based vehicle registration and compliance payment
company, for approximately $153.7 million, net of cash and cash equivalents acquired of approximately $10.2 million.
Immediately prior to the acquisition, the Company infused capital equal to the purchase price into Zapay, one of the Company's
less than wholly owned subsidiaries, in order for Zapay to complete the acquisition of Gringo. As a result of the capital infusion
by the Company, the Company's controlling interest in Zapay increased to approximately 86%. This transaction, which was
accounted for separately from the business acquisition, was recorded as an equity transaction. The Company financed the
acquisition using available cash. Results from the Gringo acquisition have been included in the Company's Vehicle Payments
segment from the date of acquisition.
The Gringo acquisition was accounted for as a business combination. The related acquisition accounting is preliminary as the
Company is still completing the valuation of intangible assets, income taxes, working capital, and contingencies. None of the
goodwill attributable to the acquisition of Gringo is expected to be deductible for tax purposes. Noncompete agreements signed
in conjunction with this acquisition were accounted for separately from the business acquisition. There were no material
measurement period adjustments recorded during the year ended December 31, 2025 related to the Gringo acquisition.
The following table summarizes the preliminary acquisition accounting for the Gringo acquisition noted above (in thousands):
| Trade and other receivables | $8,591 |
| Prepaid expenses and other current assets | 4,284 |
| Other long term assets | 847 |
| Goodwill | 129,885 |
| Intangibles | 24,270 |
| Accounts payable | (1,370) |
| Other current liabilities | (5,036) |
| Other noncurrent liabilities | (8,557) |
| Total consideration paid | $152,914 |
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 | $13,457 | |
| Proprietary technology | 5 | 3,360 | |
| Customer and vendor relationships | 2 to 20 | 7,453 | |
| $24,270 |
A**lpha Acquisition
In July 2025, the Company announced, pursuant to Rule 2.7 of the United Kingdom City Code on Takeovers and Mergers a
firm intention to make a cash offer to acquire 100% of Alpha Group International plc (LSE: ALPHA) ("Alpha") to be effected
by means of a court-sanctioned scheme of arrangement (the "Scheme") under Part 26 of the United Kingdom Companies Act
- Alpha is a leading provider of B2B cross-border foreign exchange solutions to corporations and investment funds in the
U.K. and Europe. Alpha pioneered alternative bank accounts as a simpler, faster way for investment managers to fund their
investments and pay expenses anywhere in Europe.
On October 31, 2025, Corpay completed the acquisition of all of the ordinary shares of Alpha for £42.50 in cash for each Alpha
share upon the terms as described in the Rule 2.7 Announcement, resulting in an aggregate purchase price of approximately
£1.8 billion, or $2.4 billion. The aggregate cash consideration paid in the transaction was funded with borrowings under the
Company's Credit Facility, as described further in Note 11.
Results from the Alpha acquisition have been included in the Company's Corporate Payments segment from the date of
acquisition. During the year ended December 31, 2025, the Company incurred $26.2 million of deal costs, including advisory,
legal, audit, valuation and other professional service fees in connection with the Alpha acquisition, which are included in
general and administrative expenses in the Consolidated Statements of Income. During the year ended December 31, 2025,
Alpha's revenues and net loss represented approximately 1% of the Company's total revenues and total net income, respectively,
within the Company's Consolidated Statements of Income.
The Alpha acquisition was accounted for as a business combination. Total consideration was approximately $2.1 billion, net of
cash and cash equivalents and restricted cash acquired of $4.5 billion. 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, including customer attrition rates, (ii) finalizing the
Company's estimate of the impact of acquisition accounting on deferred income taxes or liabilities, (iii) finalizing the
Company's review of certain working capital accounts acquired, and (iv) 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 that meet the
requirement to qualify as a pre-acquisition contingency. None of the goodwill attributable to the acquisition of Alpha is
expected to be deductible for tax purposes.
The following table summarizes the preliminary acquisition accounting for the Alpha acquisition noted above (in thousands):
| Trade and other receivables | $44,306 |
| Prepaid expenses and other current assets | 196,460 |
| Other long term assets | 104,436 |
| Goodwill | 1,206,424 |
| Intangibles | 994,605 |
| Accounts payable and accrued expenses | (41,814) |
| Other current liabilities | (4,272,375) |
| Other noncurrent liabilities | (320,473) |
| Total consideration1 | $(2,088,431) |
| 1 The Alpha purchase price included approximately $4 billion in cash and cash equivalents and restricted cash, for which there were corresponding customer deposit liabilities assumed. |
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 | 5 to 10 | $26,938 | |
| Proprietary technology | 3 to 4 | 22,470 | |
| Customer and vendor relationships | 11 to 20 | 945,197 | |
| $994,605 |
Pro forma information
The following unaudited proforma consolidated condensed financial results of operations are presented as if the acquisition of
Alpha occurred on January 1, 2024. The unaudited proforma consolidated condensed financial results have been prepared from
the Company's and Alpha's historical consolidated statements of income for the years ended December 31, 2025 and 2024. The
unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of future
operations or results had the acquisition occurred on January 1, 2024. The pro forma financial information does not include any
synergies or operating cost reductions that may be achieved from the combined operations. These amounts are presented in
accordance with GAAP, consistent with the Company's accounting policies (in millions):
| (Unaudited) | ||||
| Year Ended December 31, | ||||
| 2025 | 2024 | |||
| Revenues | $4,807 | $4,257 | ||
| Net income attributable to Corpay | $1,012 | $905 |
Minority Investment
In May 2025, the Company formed a limited partnership with TPG that, through its wholly owned subsidiaries, entered into a
definitive agreement to acquire AvidXchange Holdings, Inc (NASDAQ: AVDX) (“AvidXchange”). AvidXchange is a provider
of AP automation solutions to lower middle market companies with a focus on several verticals including real estate,
homeowners associations, financial institutions and media. The take-private transaction was completed in October 2025.
In conjunction with the closing of the AvidXchange transaction in October 2025, the Company invested approximately
$578 million for approximately 35% of the equity in the limited partnership with TPG for an enterprise valuation of
approximately $1.9 billion. The limited partnership utilized approximately $450 million of debt financing to consummate the
transaction. TPG holds approximately 56% of the equity in the limited partnership, and the management team of AvidXchange
holds the remainder. In addition to other terms, the limited partnership agreement provides that, 33 months after the closing of
the AvidXchange acquisition, the Company will have the right to acquire, or call, all the remaining outstanding equity in the
limited partnership for approximately 2.5 times invested capital, which would result in the Company's consolidation of the
limited partnership. If the Company does not exercise such right to acquire all of the remaining outstanding equity of the
limited partnership and TPG decides to sell the limited partnership to a third party within a period of 15 months thereafter, the
Company is required to guarantee a return to its partners, subject to certain limitations, of approximately 1.6 times invested
capital (the minimum return). If the partnership sells AvidXchange in 2029 for an approximately similar valuation as at
acquisition, there will be no requirement to pay any minimum return.
Private Company Council adjustments are identified and removed to conform with the Company's accounting as appropriate.
Furthermore, the acquisition accounting is preliminary and not yet finalized, with regards to (i) the valuation of its customer
intangible assets, including key assumptions, inputs and estimates, and certain useful life assumptions, including customer
attrition rates, (ii) finalizing the estimate of the impact of acquisition accounting on deferred income taxes or liabilities, and (iii)
finalizing the review of certain working capital accounts acquired.
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 recorded goodwill of
approximately $73.3 million representing the strategic benefits of the majority investment in Zapay. None of the goodwill
attributable to the acquisition of Zapay is deductible for tax purposes.
In July 2024, the Company acquired 100% of the stock of Paymerang, a U.S.-based leader in AP automation solutions, for
approximately $179.2 million, net of cash and cash equivalents and restricted cash acquired of $309 million. The Company
recorded goodwill of approximately $303.9 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 deductible for tax purposes.
In December 2024, the Company acquired 100% of GPS Capital Markets, LLC ("GPS") for approximately $577.1 million, net
of cash and cash equivalents and restricted cash acquired of $190.7 million. GPS provides B2B cross-border and treasury
management solutions to upper middle market companies, primarily in the U.S. 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. The Company recorded goodwill of approximately $335.1 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 deductible for tax purposes.
The aggregate consideration paid for these acquisitions was approximately $815.8 million, net of cash and cash equivalents and
restricted cash of $508.8 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. There were no material measurement period
adjustments recorded during the year ended December 31, 2025 related to the 2024 acquisitions.
The following table summarizes the acquisition accounting for the 2024 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 | 712,324 |
| Intangibles | 584,102 |
| Accounts payable | (55,504) |
| Other current liabilities | (463,627) |
| Other noncurrent liabilities | (94,803) |
| Total fair value of net assets acquired | 818,693 |
| Less: Noncontrolling interest | (29,437) |
| Total consideration paid | $789,256 |
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 | $13,938 | |
| Trade names and trademarks - other | 2 to 5 | 12,200 | |
| Proprietary technology | 4 to 5 | 23,485 | |
| Customer relationships | 2 to 20 | 534,479 | |
| $584,102 |
During the year ended December 31, 2024, the Company also completed multiple asset acquisitions for approximately $6.7
million.
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, 2024 | Acquisitions****1 | Dispositions | Impairments | Acquisition Accounting Adjustments | Foreign Currency | December 31, 2025 | ||||||||
| Segment | ||||||||||||||
| Vehicle Payments | $2,626,055 | $129,885 | $— | $— | $58 | $166,608 | $2,922,606 | |||||||
| Corporate Payments | 2,687,354 | 1,206,424 | — | — | 1,717 | 68,260 | 3,963,755 | |||||||
| Lodging Payments | 413,438 | — | — | — | — | 6,231 | 419,669 | |||||||
| Other2 | 257,820 | — | — | — | — | 972 | 258,792 | |||||||
| $5,984,667 | $1,336,309 | $— | $— | $1,775 | $242,071 | $7,564,822 | ||||||||
| 1 Reflects the recognition of preliminary goodwill related to acquisitions completed by the Company during the year ended December 31, 2025. | ||||||||||||||
| 2 Goodwill for the Company's Payroll Card reporting unit is presented net of accumulated impairment losses of $90.0 million, all of which were recorded during the year ended December 31, 2024. |
| December 31, 2023 | Acquisitions | Dispositions****1 | Impairments****2 | Acquisition Accounting Adjustments | Foreign Currency | December 31, 2024 | ||||||||
| Segment | ||||||||||||||
| Vehicle Payments | $2,803,990 | $73,217 | $(58,220) | $— | $— | $(192,932) | $2,626,055 | |||||||
| Corporate Payments | 2,074,736 | 637,332 | — | — | 1,058 | (25,772) | 2,687,354 | |||||||
| 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 goodwill derecognized in connection with the disposition of the Company's merchant solutions business in the U.S. See Note 19 for further information. | ||||||||||||||
| 2 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. |
Acquisition accounting adjustments recorded in 2025 and 2024 are a result of the Company completing its acquisition
accounting and working capital adjustments for certain prior year acquisitions. At December 31, 2025, goodwill is presented net
of accumulated impairment losses of $90.0 million,which was recorded during the year ended December 31, 2024 and are
included in our Other category as described above.
Other intangible assets consisted of the following at December 31 (in thousands):
| 2025 | 2024 | |||||||||||||
| 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 | 16.1 | $4,541,001 | $(1,908,916) | $2,632,085 | $3,476,642 | $(1,624,079) | $1,852,563 | |||||||
| Trade names and trademarks—indefinite lived | N/A | 442,814 | — | 442,814 | 410,391 | — | 410,391 | |||||||
| Trade names and trademarks—other | 7.2 | 92,939 | (21,403) | 71,536 | 66,047 | (13,055) | 52,992 | |||||||
| Technology | 7.5 | 327,925 | (259,748) | 68,177 | 306,296 | (245,038) | 61,258 | |||||||
| Non-compete agreements | 3.8 | 51,836 | (28,719) | 23,117 | 52,412 | (19,174) | 33,238 | |||||||
| Total other intangibles | $5,456,515 | $(2,218,786) | $3,237,729 | $4,311,788 | $(1,901,346) | $2,410,442 | ||||||||
| N/A = Not Applicable | ||||||||||||||
| 1 The weighted-average useful life calculation excludes fully amortized intangible assets. |
Changes in foreign exchange rates resulted in $75.9 million and $69.6 million decreases to the carrying values of other
intangible assets in the years ended December 31, 2025 and 2024, respectively. Amortization expense related to intangible
assets for the years ended December 31, 2025, 2024 and 2023 was $261.9 million, $230.8 million and $225.4 million,
respectively. During the years ended December 31, 2025 and 2024, the Company wrote-off the gross carrying amounts and the
related accumulated amortization of fully amortized intangible assets of approximately $20.2 million and $70.3 million,
respectively, 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, 2025 is as follows (in thousands):
| 2026 | $326,618 | |
| 2027 | 312,877 | |
| 2028 | 301,072 | |
| 2029 | 277,456 | |
| 2030 | 264,741 | |
| Thereafter | 1,312,151 |
9. Property and Equipment
Property and equipment, net consisted of the following at December 31 (in thousands):
| Estimated Useful Lives (in Years) | 2025 | 2024 | ||||
| Computer hardware and software | 3 to 5 | $1,058,568 | $839,250 | |||
| Card-reading equipment | 4 to 6 | 55,384 | 53,820 | |||
| Furniture, fixtures and vehicles | 2 to 10 | 22,303 | 20,696 | |||
| Buildings and improvements | 5 to 50 | 48,101 | 40,242 | |||
| Property and equipment, gross | 1,184,356 | 954,008 | ||||
| Less: accumulated depreciation | (712,046) | (576,303) | ||||
| Property and equipment, net | $472,310 | $377,705 |
Depreciation expense related to property and equipment for the years ended December 31, 2025, 2024 and 2023 was $131.2
million, $120.1 million and $110.0 million, respectively. Amortization expense includes $102.9 million, $78.8 million and
$77.5 million for capitalized computer software costs for the years ended December 31, 2025, 2024 and 2023, respectively. At
December 31, 2025 and 2024, the Company had unamortized computer software costs of $401.0 million and $315.7 million,
respectively.
Write-offs of property and equipment were immaterial for each of the years ended December 31, 2025, 2024 and 2023.
10. Accrued Expenses
Accrued expenses consisted of the following at December 31 (in thousands):
| 2025 | 2024 | |||
| Accrued bonuses | $35,152 | $21,581 | ||
| Accrued payroll and severance | 69,511 | 54,493 | ||
| Accrued taxes | 239,496 | 129,314 | ||
| Accrued commissions/rebates | 155,354 | 126,932 | ||
| Other1 | 107,087 | 112,618 | ||
| $606,600 | $444,938 |
1Other accrued expenses include several types of amounts due to our merchants, vendors and other third parties.
11. Debt
Credit Agreement and Securitization Facility
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):
| 2025 | 2024 | |||
| Term Loan A note payable (a), net of discounts | $2,918,787 | $3,083,037 | ||
| Term Loan B note payable (a), net of discounts | 3,934,403 | 2,327,174 | ||
| Revolving line of credit facilities (a) | 1,325,000 | 1,262,000 | ||
| Other obligations (c) | 497 | 869 | ||
| Total notes payable, credit agreements and other obligations | 8,178,687 | 6,673,080 | ||
| Securitization Facility (b) | 1,823,000 | 1,323,000 | ||
| Total debt | $10,001,687 | $7,996,080 | ||
| Current portion | $3,345,530 | $2,769,974 | ||
| Long-term portion | 6,656,157 | 5,226,106 | ||
| Total debt | $10,001,687 | $7,996,080 |
(a)The Company is party to a $10.15 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 $2.8 billion, a Term Loan A facility in the amount of $3.3 billion and a Term Loan B facility in the amount
of $4.1 billion, consisting of a $3.15 billion Term Loan B-5 and a $0.9 million Term Loan B-6, as of
December 31, 2025. 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 $1.5 billion 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-5 has a maturity date of April 30, 2028, and the Term Loan B-6 has a maturity date of November 5, 2032.
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.
On February 20, 2025, the Company entered into the sixteenth amendment to the Credit Agreement. The
amendment increased the Term Loan B commitments by $750 million. The Company primarily 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, Term Loan A commitments and Term Loan B commitments
were unchanged by this amendment.
On November 5, 2025, the Company entered into the seventeenth amendment to the Credit Agreement. The
amendment, among other things, (i) increased the aggregate commitments under the revolving credit facility by
$1 billion to new total Revolver B commitments of $1.5 billion, and (ii) added a new seven-year Term Loan B-6
of $900 million. The Company used the Term Loan B-6 and revolving credit facility proceeds to fund the Alpha
acquisition.
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 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). Interest on Term Loan B-5
and Term Loan B-6 borrowings is based on SOFR plus a margin of 1.75%. In addition, the Company pays a
quarterly commitment fee at a rate per annum ranging from 0.25% to 0.30% of the daily unused portion of the
credit facility based on a leverage ratio.
The interest rates at December 31, 2025 and 2024 are as follows:
| 2025 | 2024 | ||
| Term loan A | 5.19% | 5.83% | |
| Term loan B | 5.47% | 6.11% | |
| Revolving line of credit A & B (USD) | 5.24% | 5.83% | |
| Revolving line of credit B (GBP) | 5.13% | 6.11% | |
| 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 $26.5 million and $16.6 million
related to the term loans as of December 31, 2025 and December 31, 2024, 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 $5.6 million and $3.4 million related to the revolving
credit facility as of December 31, 2025 and December 31, 2024, 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 approximately 5.97% during 2025. Principal payments of $197.1 million were made on the
term loans during 2025.
(b)The Company, through Corpay Technologies Operating Company, LLC and certain of its other subsidiaries, is
party to a $2.3 billion receivables purchase agreement as of December 31, 2025. There is a program fee equal to
SOFR plus 0.91% or the Commercial Paper Rate plus 0.71% as of December 31, 2025, and SOFR plus 0.10%
adjustment plus 0.95% or the Commercial Paper Rate plus 0.85% at December 31, 2024. The program fee was
3.73% plus 0.87% as of December 31, 2025, and 4.42% plus 0.94% as of December 31, 2024. The unused
facility fee is payable at a rate of between 0.25% and 0.40% based on utilization as of December 31, 2025 and
between 0.30% and 0.40% based on utilization as of December 31, 2024. The Company has unamortized debt
issuance costs of $5.7 million and $0.8 million related to the revolving Securitization Facility as of
December 31, 2025 and December 31, 2024, 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.
Bridge Term Loan Credit Agreement
On July 23, 2025, in connection with the announced acquisition of Alpha, the Company entered into a bridge term loan credit
agreement with BOFA Securities, Inc., Barclays Bank PLC and JPMorgan Chase Bank, N.A., along with other syndicates,
pursuant to which, among other things, those lenders committed to provide debt financing, consisting of a £1.875 billion bridge
facility (the “Bridge Facility”), to fund the cash consideration payable pursuant to the acquisition of Alpha and to fund related
costs and expenses should the Company decide to utilize the Bridge Facility for such purposes. The Company did not utilize the
Bridge Facility for the financing of the acquisition. The Company incurred approximately $10 million in commitment and
arrangement fees related to the Bridge Facility during the year ended December 31, 2025, which were classified within interest
expense, net. The Bridge Facility expired on November 7, 2025.
Debt Covenants and Contractual Maturities
The Company was in compliance with all financial and non-financial covenants at December 31, 2025. 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, 2025
were as follows (in thousands):
| 2026 | $1,531,637 | |
| 2027 | 2,795,203 | |
| 2028 | 3,005,342 | |
| 2029 | 9,000 | |
| 2030 | 9,000 | |
| Thereafter | 855,000 | |
| Total principal payments | 8,205,182 | |
| Less: debt discounts and issuance costs included in debt | (26,495) | |
| Total debt | $8,178,687 |
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, 2025, 2024
and 2023 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, 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) | |||
| Other comprehensive income (loss) before reclassifications | 453,459 | (166,975) | 286,484 | |||
| Amounts reclassified from AOCL | — | (13,225) | (13,225) | |||
| Tax effect | — | 48,583 | 48,583 | |||
| Other comprehensive income (loss), net of tax | 453,459 | (131,617) | 321,842 | |||
| Balance at December 31, 2025 | $(1,295,581) | $(96,573) | $(1,392,154) |
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 years ended December 31, 2025 and 2024 consisted of foreign currency translation gains of $7.7 million and losses of
$5.8 million, respectively .
13. Income Taxes
Income before the provision for income taxes is attributable to the following jurisdictions for years ended December 31 (in
thousands):
| 2025 | 2024 | 2023 | ||||
| United States | $289,052 | $278,330 | $322,856 | |||
| Foreign | 1,252,627 | 1,106,783 | 1,002,149 | |||
| Total | $1,541,679 | $1,385,113 | $1,325,005 |
The provision for income taxes for the years ended December 31 consists of the following (in thousands):
| 2025 | 2024 | 2023 | ||||
| Current: | ||||||
| Federal | $102,328 | $168,982 | $155,647 | |||
| State | 22,245 | 7,528 | 25,614 | |||
| Foreign | 373,062 | 269,588 | 208,532 | |||
| Total current | 497,635 | 446,098 | 389,793 | |||
| Deferred: | ||||||
| Federal | (40,323) | (62,190) | (46,676) | |||
| State | 4,414 | (19,080) | (8,088) | |||
| Foreign | 8,005 | 16,553 | 8,086 | |||
| Total deferred | (27,904) | (64,717) | (46,678) | |||
| Total provision | $469,731 | $381,381 | $343,115 |
For the year ended December 31, 2025, the Company adopted ASU 2023-09 on a prospective basis. In preparing the tabular
rate reconciliation, the Company presented the effects of cross-border tax laws net of U.S. tax credits. The tax effects for all
jurisdictions of changes in judgment related to tax positions taken in prior annual reporting periods, and associated interest, are
reported in the changes in unrecognized tax benefits category.
The provision for income taxes differs from amounts computed by applying the U.S. federal statutory rate of 21% to income
before income taxes for the year ended December 31, 2025, in accordance with guidance after the adoption of ASU 2023-09,
due to the following (in thousands, except percentages*):
| 2025 | ||||
| U.S. federal tax at statutory rate | $323,753 | 21.0% | ||
| State and local income taxes, net of federal income tax effect | 21,061 | 1.4 | ||
| Foreign tax effects: | ||||
| Australia: | ||||
| Gain (loss) on sale | 30,517 | 2.0 | ||
| Other | 14,840 | 1.0 | ||
| Brazil: | ||||
| Statutory tax rate difference between Brazil and U.S. | 47,143 | 3.1 | ||
| Withholding taxes | 17,416 | 1.1 | ||
| Other | (24,700) | (1.6) | ||
| Canada | 16,336 | 1.1 | ||
| Other foreign jurisdictions | 5,654 | 0.4 | ||
| Effect of cross-border tax laws | 17,097 | 1.1 | ||
| Changes in unrecognized tax benefits | 19,776 | 1.3 | ||
| Other adjustments | (19,160) | (1.2) | ||
| Effective tax rate | $469,731 | 30.5% | ||
| *Columns may not calculate due to rounding. |
The provision for income taxes differs from amounts computed by applying the U.S. federal tax rate of 21% for both 2024 and
2023, to income before income taxes for the years ended December 31, 2024 and 2023, in accordance with guidance prior to the
adoption of ASU 2023-09, due to the following (in thousands, except percentages):
| 2024 | 2023 | |||||||
| Computed “expected” tax expense | $290,877 | 21.0% | $278,251 | 21.0% | ||||
| Changes resulting from: | ||||||||
| Change in valuation allowance | (64,289) | (4.6) | 22,447 | 1.7 | ||||
| Foreign tax credits | 1,309 | 0.1 | (98,641) | (7.4) | ||||
| Foreign income tax differential | 31,743 | 2.3 | 14,949 | 1.1 | ||||
| State taxes net of federal benefits | (9,047) | (0.7) | 13,857 | 1.0 | ||||
| Increase in tax expense due to uncertain tax positions | 38,395 | 2.8 | 14,146 | 1.1 | ||||
| Foreign withholding tax | 30,785 | 2.2 | 24,331 | 1.8 | ||||
| Stock-based compensation | (29,582) | (2.1) | 7,980 | 0.6 | ||||
| Sub-part F Income/GILTI | 87,252 | 6.3 | 94,594 | 7.1 | ||||
| Brazil tourism tax benefit | — | — | (16,311) | (1.2) | ||||
| 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 | ||||
| Provision for income taxes | $381,381 | 27.5% | $343,115 | 25.9% | ||||
More than half of the Company's state tax expense derive from the following states (from largest composition to least):
California, Virginia, Minnesota, Pennsylvania, Tennessee, Illinois.
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*):
| 2025 | 2024 | |||
| Deferred tax assets: | ||||
| Accounts receivable, principally due to the allowance for credit losses | $34,419 | $16,756 | ||
| Accrued expenses not currently deductible for tax | 20,552 | 13,263 | ||
| Lease deferral | 15,108 | 15,423 | ||
| Interest rate swap | 39,895 | — | ||
| Stock-based compensation | 29,300 | 29,425 | ||
| Net operating loss carry forwards | 174,478 | 159,603 | ||
| Accrued escheat | 3,656 | 3,897 | ||
| 163(j) interest limitation | 139,056 | 88,139 | ||
| Other | 28,579 | 22,665 | ||
| Deferred tax assets before valuation allowance | 485,042 | 349,171 | ||
| Valuation allowance | (127,150) | (113,223) | ||
| Deferred tax assets, net | 357,892 | 235,948 | ||
| Deferred tax liabilities: | ||||
| Intangibles—including goodwill | (849,943) | (548,802) | ||
| Basis difference in investment in subsidiaries | (43,815) | (42,206) | ||
| Interest rate swap | — | (8,695) | ||
| Lease deferral | (13,507) | (13,536) | ||
| Accrued expense liability | (661) | (722) | ||
| Prepaid expenses | (690) | (1,172) | ||
| Withholding taxes | (7,837) | (18,472) | ||
| Property and equipment and other | (51,130) | (38,646) | ||
| Deferred tax liabilities | (967,584) | (672,251) | ||
| Net deferred tax liabilities | $(609,692) | $(436,303) | ||
| *Columns may not calculate due to rounding. Disclosure has been conformed in all periods to align with current presentation. |
The Company’s deferred tax balances are classified in its balance sheets as of December 31 as follows (in thousands):
| 2025 | 2024 | |||
| Long term deferred tax assets and liabilities: | ||||
| Long term deferred tax assets | $4,653 | $2,873 | ||
| Long term deferred tax liabilities | (614,345) | (439,176) | ||
| Net deferred tax liabilities | $(609,692) | $(436,303) |
The valuation allowances relate to foreign net operating loss carryforwards, state net operating loss carryforwards and state
163(j) limitations on business interest carryforward. The net change in the total valuation allowance for the year ended
December 31, 2025, was an increase of $13.9 million. The valuation allowance increase was primarily due to an increase in
foreign net operating losses where significant negative evidence on future utilization was considered.
As of December 31, 2025, the Company had a net operating loss carryforward for state income tax purposes of approximately
$57.9 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 $116.5 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 $113.0 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 2025 and 2024, the Company had recorded accrued interest and penalties related to the unrecognized tax benefits of
$8.0 million and $6.1 million, respectively. Accumulated interest and penalties were $44.7 million and $36.8 million on the
Consolidated Balance Sheets at December 31, 2025 and 2024, 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, 2025, 2024 and 2023 is as follows (in thousands):
| Unrecognized tax benefits at December 31, 2022 | $60,669 | |
| Additions based on tax positions related to the current year | 8,821 | |
| Additions based on tax positions related to the prior year | (1,913) | |
| Deductions based on settlement of prior year tax positions | (104) | |
| Addition for cumulative federal benefit of state tax deductions | (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 | |
| 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 | |
| Additions based on tax provisions related to the current year | 40,799 | |
| Additions and deductions based on tax positions related to the prior year | 9,846 | |
| Deductions based on expiration of prior year tax positions | (11,187) | |
| Change due to OCI | 1 | |
| Unrecognized tax benefits at December 31, 2025 | $134,919 |
As of December 31, 2025, the Company had total unrecognized tax benefits of $134.9 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
- 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 2016.
Net cash paid (refunds received) for income taxes in accordance with ASU 2023-09 consisted of the following for the year
ended December 31, 2025 (in thousands):
| 2025 | ||
| Federal | $180,393 | |
| Aggregated state and local jurisdictions | 27,971 | |
| Foreign | 302,369 | |
| Net cash paid (refunds received) for income taxes | $510,733 |
Income taxes paid (net of refunds) exceeded 5 percent of total income taxes paid (net of refunds) in accordance with ASU
2023-09 in the following jurisdictions for the year ended December 31, 2025 (in thousands):
| 2025 | ||
| Federal | $180,393 | |
| Foreign: | ||
| Australia | 36,947 | |
| Brazil | 75,642 | |
| Canada | 39,742 | |
| United Kingdom | $96,054 |
We have determined that outside basis differences associated with our investments in foreign subsidiaries would not result in a
material deferred tax liability, and, consistent with our assertion that these amounts continue to be indefinitely invested, have
not recorded incremental income taxes for the additional outside basis differences.
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, 2025, 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. The Company continues 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, 2025 and 2024 as follows (in thousands):
| 2025 | 2024 | |||
| ROU assets | $99,641 | $77,998 | ||
| Short term lease liabilities | $29,237 | $24,340 | ||
| Long term lease liabilities | $85,288 | $64,718 |
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, 2025, 2024 and 2023 were $28.0 million, $26.9 million and $29.7 million,
respectively. Variable lease costs and short-term lease costs were immaterial for all periods presented.
The supplementary cash and non-cash disclosures for the years ended December 31, 2025, 2024 and 2023 are as follows (in
thousands):
| 2025 | 2024 | 2023 | ||||
| Cash paid for operating lease liabilities | $30,404 | $29,913 | $31,388 | |||
| ROU assets obtained in exchange for new operating lease obligations | $30,430 | $10,505 | $22,764 | |||
| Weighted-average remaining lease term (years) | 5.79 | 5.33 | 5.62 | |||
| Weighted-average discount rate | 5.03% | 5.17% | 5.19% |
Maturities of lease liabilities as of December 31, 2025 were as follows (in thousands):
| 2026 | $30,076 | |
| 2027 | 26,965 | |
| 2028 | 18,002 | |
| 2029 | 14,459 | |
| 2030 | 11,659 | |
| Thereafter | 28,702 | |
| Total lease payments | 129,863 | |
| Less imputed interest | 15,338 | |
| Present value of lease liabilities | $114,525 |
15. Commitments and Contingencies
In the ordinary course of business, the Company and its subsidiaries (collectively, 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.
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 believed were 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 Technologies, Inc., No. 19-cv-05727 (N.D. Ga.). The complaint alleged the Company and Ron Clarke violated
the FTC Act’s prohibitions on unfair and deceptive acts and practices. The complaint sought among other things injunctive
relief, consumer redress and costs of suit. 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 made the same factual allegations as the FTC’s original complaint filed in
December 2019. The FTC's administrative action was stayed pending resolution of the case in federal court. On August 9, 2022,
the District Court for the Northern District of Georgia granted the FTC's motion for summary judgment as to liability for the
Company and Ron Clarke, but granted the Company's motion for summary judgment as to the FTC's claim for monetary relief
as to both the Company and Ron Clarke.
On June 8, 2023, the Court issued an Order for Permanent Injunction and Other Relief. The Company filed its notice of appeal
to the United States Court of Appeals for the Eleventh Circuit on August 3, 2023. On August 17, 2023, the FTC Commission
ordered that the stay of the parallel Section 5 administration action will remain in place during the pendency of the Eleventh
Circuit appeal. On January 6, 2026, the Eleventh Circuit affirmed the judgment against the Company and affirmed the judgment
against Ron Clarke except for one count, which was vacated and remanded. The Company intends to seek an en banc review by
the full Eleventh Circuit.
The Company continues to believe that the FTC’s claims are without merit and these matters are not and will not be material to
the Company's financial performance.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 also offers interest rate and commodity contracts. Derivative transactions associated with
the Company's cross-border solution primarily include:
- Foreign currency 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.
- Foreign currency 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.
- Foreign currency 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 $123.9 billion and $93.0 billion as of December 31, 2025 and December 31, 2024, 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,
2025 and 2024 (in millions):
| December 31, 2025 | |||||||
| Fair Value, Gross | Fair Value, Net | ||||||
| Derivative Assets | Derivative Liabilities | Derivative Assets | Derivative Liabilities | ||||
| Derivatives - undesignated: | |||||||
| Foreign exchange, interest rate and commodity contracts | $1,709.2 | $1,415.2 | $949.0 | $655.0 |
| 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 |
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, 2025 and December 31, 2024, the Company had received collateral of
$175.2 million and $35.0 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, 2025 and December 31, 2024, the
Company had posted collateral of $356.7 million and $718.1 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, 2025 and
December 31, 2024 (in millions):
| 2025 | 2024 | |||||
| Balance Sheet Classification | Fair Value | |||||
| Derivative Assets | Prepaid expenses and other current assets | $660.4 | $630.2 | |||
| Derivative Assets | Other assets | $288.7 | $203.5 | |||
| Derivative Liabilities | Other current liabilities | $450.0 | $538.6 | |||
| Derivative Liabilities | Other noncurrent liabilities | $205.1 | $185.7 |
Cash Flow Hedges
As of December 31, 2025, 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 | 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 | ||
| $250 | 3.47% | 1/31/2029 | ||
| $250 | 3.47% | 7/31/2029 |
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 $13.2 million and $46.3 million from accumulated other
comprehensive loss resulting in a benefit to interest expense, net for the years ended December 31, 2025 and 2024, 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, 2025 and 2024 (in millions). See Note 4 for further information.
| Balance Sheet Classification | 2025 | 2024 | ||||
| Derivatives designated as cash flow hedges: | ||||||
| Swap contracts | Prepaid expenses and other current assets | $1.0 | $9.7 | |||
| Swap contracts | Other assets | $0.3 | $10.0 | |||
| Swap contracts | Other current liabilities | $17.3 | $3.9 | |||
| Swap contracts | Other noncurrent liabilities | $7.2 | $6.0 |
As of December 31, 2025, the estimated amount of net losses recognized in accumulated other comprehensive loss that are
expected to be reclassified into earnings as an increase to interest expense within the next 12 months is approximately $16.1
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, 2025, 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 | 1.35% | 1/24/2028 | |||
| 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 $24.2 million and $13.9 million in interest expense, net for the
years ended December 31, 2025 and 2024, 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, 2025 and
December 31, 2024 (in millions).
| 2025 | 2024 | ||||
| Balance Sheet Classification | Fair Value | ||||
| Cross-currency interest rate swaps designated as net investment hedges: | |||||
| Net investment hedge | Prepaid expenses and other current assets | $13.4 | $22.6 | ||
| Net investment hedge | Other assets | $— | $8.0 | ||
| Net investment hedge | Other current liabilities | $58.1 | $— | ||
| Net investment hedge | Other noncurrent liabilities | $91.6 | $5.2 |
As of December 31, 2025, the estimated net amount of the existing benefit related to the Company's cross-currency interest rate
swaps designed as net investment hedges that is expected to be reclassified into earnings as a reduction to interest expense, net
within the next 12 months is approximately $17.7 million.
17. Earnings Per Share
The Company reports basic and diluted earnings per share using the two-class method, which is an earnings allocation method
that determines EPS for common shares and participating securities. 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, further adjusted by the redeemable noncontrolling interest redemption value adjustment associated with the
Mastercard investment. 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:
| 2025 | 2024 | 2023 | ||||
| Net income attributable to Corpay | $1,069,826 | $1,003,746 | $981,890 | |||
| Adjustment to redemption value of redeemable noncontrolling interest | (1,480) | — | — | |||
| Net income attributable to Corpay shareholders after adjustment to redemption value of redeemable noncontrolling interest | $1,068,346 | $1,003,746 | $981,890 | |||
| Denominator for basic earnings per share | 70,137 | 70,331 | 73,155 | |||
| Dilutive securities | 921 | 1,517 | 1,232 | |||
| Denominator for diluted earnings per share | 71,058 | 71,848 | 74,387 | |||
| Basic earnings per share attributable to Corpay | $15.23 | $14.27 | $13.42 | |||
| Diluted earnings per share attributable to Corpay | $15.03 | $13.97 | $13.20 |
Diluted earnings per share for the years ended December 31, 2025, 2024 and 2023 excludes the effect of 0.7 million, 0.1 million
and 2.0 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 2025, 2024 and 2023.
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, 2025, 2024 and 2023 (in thousands)*:
| Year ended December 31, 2025 | ||||||||||
| Vehicle Payments | Corporate Payments | Lodging Payments | Other | Total | ||||||
| Revenues, net | $2,138,675 | $1,635,065 | $469,540 | $285,123 | $4,528,403 | |||||
| Expenses: | ||||||||||
| Processing | 382,777 | 322,878 | 123,785 | 139,737 | 969,177 | |||||
| Selling | 198,032 | 240,678 | 30,653 | 9,625 | 478,988 | |||||
| General and administrative | 329,482 | 289,563 | 70,793 | 43,190 | 733,028 | |||||
| Depreciation | 79,203 | 30,442 | 15,884 | 5,635 | 131,164 | |||||
| Amortization | 114,854 | 111,539 | 33,723 | 2,023 | 262,139 | |||||
| Other operating, net | 1,882 | 172 | 5 | 1 | 2,060 | |||||
| Gain on disposition, net | (42,261) | — | — | — | (42,261) | |||||
| Operating income | $1,074,706 | $639,793 | $194,697 | $84,912 | 1,994,108 | |||||
| Other expenses: | ||||||||||
| Other expense, net | 46,985 | |||||||||
| Interest expense, net | 403,848 | |||||||||
| Loss on extinguishment of debt | 1,596 | |||||||||
| Total other expenses | 452,429 | |||||||||
| Income before income taxes | $1,541,679 |
| Year ended December 31, 2025 | ||||||||||
| Vehicle Payments | Corporate Payments | Lodging Payments | Other | Total | ||||||
| Other segment disclosures: | ||||||||||
| Capital expenditures | $129,434 | $40,859 | $22,025 | $8,438 | $200,756 | |||||
| Long-lived assets (excluding goodwill and investments) | $308,546 | $99,199 | $45,376 | $19,189 | $472,310 |
| Year Ended December 31, 2024 | ||||||||||
| 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 | (121,310) | — | — | — | (121,310) | |||||
| Operating income (loss) | $1,076,870 | $498,397 | $223,388 | $(11,498) | 1,787,157 | |||||
| Other expenses: | ||||||||||
| Other expense, net | 13,961 | |||||||||
| 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 | ||||||||||
| Vehicle Payments****2,3 | 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: | ||||||||||
| Other income, net | (16,739) | |||||||||
| Interest expense, net | 348,607 | |||||||||
| 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 |
*Columns may not calculate due to rounding.
1 Results from Gringo acquired in the first quarter of 2025, are reported in the Vehicle Payments segment from the date of
acquisition. Results from Alpha acquired in the fourth quarter of 2025 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):
| 2025 | 2024 | |||
| Long-lived assets (excluding goodwill, other intangible assets and investments): | ||||
| United States (country of domicile) | $263,479 | $228,233 | ||
| Brazil | $80,634 | $64,912 | ||
| United Kingdom | $53,206 | $46,174 |
More than 10% of our consolidated revenues in 2025, 2024 and 2023 were derived through our relationship with our open-loop
network partner in our Vehicle Payments and Corporate Payments segments.
19. Dispositions
BP Portfolio
In July 2025, the Company signed a definitive agreement to sell its BP private label fuel card portfolio to a third party.
Revenues generated from the BP portfolio are included in the Company's Vehicle Payments segment. The transaction was
completed during October 2025. In connection with the sale, the Company recorded a pre-tax gain on disposal of $53.4 million
during the year ended December 31, 2025, which is included with the gain on disposition, net financial statement line in the
accompanying Consolidated Statements of Income.
Comdata Merchant Solutions
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. During the year ended December 31, 2025, the Company recognized a loss of
$11.2 million in connection with the sale due to a working capital adjustment. The pre-tax net gain is included within the gain
on disposition, net financial statement line in the accompanying Consolidated Statements of Income.
Russia
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
PayByPhone Disposition
In February 2026, the Company signed a definitive agreement to sell PayByPhone, a mobile parking payments business within
its Vehicle Payments segment (the "disposal group") to a third party for $450 million. The transaction is expected to close
during the first half of 2026, subject to certain customary closing conditions. The Company determined that the disposal group
met all of the required criteria to be classified as held for sale during the first quarter of 2026.
The disposal group's fair value, based upon the estimated sales price less anticipated costs to sell, exceeds its carrying value.
The Company is in the process of estimating the impact this transaction will have on its financial results, but expects to
recognize a pre-tax gain on disposal.
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