Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited consolidated financial statements and related notes appearing elsewhere in this report. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management’s expectations. Factors that could cause such differences include, but are not limited to, those identified below and those described in Item 1A "Risk Factors" appearing in our Annual Report on Form 10-K for the year ended December 31, 2022 and in Part II, Item 1A "Risk Factors" of this Quarterly Report on Form 10-Q. All foreign currency amounts that have been converted into U.S. dollars in this discussion are based on the exchange rate as reported by Oanda for the applicable periods.

The following discussion and analysis of our financial condition and results of operations generally discusses the three and six months ended June 30, 2023 and 2022, with period-over-period comparisons between these periods. A detailed discussion of 2022 items and period-over-period comparisons between the three and six months ended June 30, 2022 and 2021 that are not included in this Quarterly Report on Form 10-Q can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part I, Item 2 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022.

Executive Overview

FLEETCOR trades on the New York Stock Exchange under the ticker FLT. FLEETCOR is a leading global business payments company that helps businesses spend less by enabling them to better manage their expense-related purchasing and vendor payments processes. FLEETCOR’s smarter payment and spend management solutions are delivered in a variety of ways depending on the needs of the customer. From physical payment cards to software that includes customizable controls and robust payment capabilities, we provide businesses with a better way to pay.

Businesses spend an estimated $135 trillion each year with other businesses. In many instances, they lack the proper tools to monitor what is being purchased, and employ manual, paper-based, disparate processes and methods to both approve and make payments for their purchases. This often results in wasted time and money due to unnecessary or unauthorized spending, fraud, receipt collection, data input and consolidation, report generation, reimbursement processing, account reconciliations, employee disciplinary actions, and more.

FLEETCOR’s vision is that every payment is digital, every purchase is controlled, and every related decision is informed. Digital payments are faster and more secure than paper-based methods such as checks, and provide timely and detailed data that can be utilized to effectively reduce unauthorized purchases and fraud, automate data entry and reporting, and eliminate reimbursement processes. Combining this payment data with analytical tools delivers powerful insights, which managers can use to better run their businesses. Our wide range of modern, digitized solutions generally provides control, reporting, and automation benefits superior to many of the payment methods businesses often use such as cash, paper checks, general purpose credit cards, as well as employee pay and reclaim processes.

Impact of Russia's Invasion of Ukraine on Our Business

The current conflict between Russia and Ukraine is creating substantial uncertainty about the role Russia will play in the global economy in the future. Although the length, impact and outcome of the ongoing military conflict between Russia and Ukraine is highly unpredictable, this conflict could lead to significant market and other disruptions. The escalation or continuation of this conflict presents heightened risks and has resulted and could continue to result in volatile commodity markets, supply chain disruptions, increased risk of cyber incidents or other disruptions to information systems, heightened risks to employee safety, significant volatility of the Russian ruble, limitations on access to credit markets, increased operating costs (including fuel and other input costs), the frequency and volume of failures to settle securities transactions, inflation, potential for increased volatility in commodity, currency and other financial markets, safety risks, and restrictions on the transfer of funds to and from Russia. We cannot predict how and the extent to which the conflict will affect our customers, operations or business partners or the demand for our products and our global business. Depending on the actions we take or are required to take, the ongoing conflict could also result in loss of cash, assets or impairment charges. Additionally, we may also face negative publicity and reputational risk based on the actions we take or are required to take as a result of the conflict, which could damage our brand image or corporate reputation.

The extent of the impact of these tragic events on our business remains uncertain and will continue to depend on numerous evolving factors that we are not able to accurately predict, including the extent, severity, duration and outcome of the conflict. We are actively monitoring the situation and assessing its impact on our business, analyzing options as they develop, and are continuing to refine our business continuity plan, which includes the potential disposition of our Russian operations, and crisis response materials designed to mitigate the impact of disruptions to our business. Further, there can be no assurance that our plan will successfully mitigate all disruptions. To date we have not experienced any material interruptions in our infrastructure, technology systems or networks needed to support our operations. The extent, severity, duration and outcome of the military

conflict, sanctions and resulting market disruptions could be significant and could potentially have substantial impact on the global economy and our business for an unknown period of time. Any such disruptions may also magnify the impact of other risks described herein and in our Annual Report on Form 10-K.

During the second quarter of 2023, we signed definitive documents to sell our Russia business. At June 30, 2023, the pending sale was not considered probable due to continued uncertainty regarding regulatory approvals and ongoing discussions regarding the nature and timing of deal completion. As such, the assets and liabilities associated with our Russian business were not classified as held for sale as of June 30, 2023. During August 2023, we received the outstanding regulatory approvals. Pending the resolution of remaining elements of the transaction, including funding requirements, we expect the sale to close during the third quarter of 2023. Our business in Russia accounted for approximately 3.4% and 8.7% of our consolidated net revenues and net income for the six months ended June 30, 2023, respectively, and accounted for approximately 3.3% and 7.2% of our consolidated net revenues and net income for the year ended December 31, 2022, respectively. Our assets in Russia were approximately 2.6% and 3.2% of our consolidated assets at June 30, 2023 and December 31, 2022, respectively. The net book value of our assets in Russia at June 30, 2023 was approximately $219.7 million, of which $216.5 million is restricted cash. We currently have not recognized any impairment charges related to the assets of our Russian business. However, the extent, severity, duration and outcome of the conflict between Russia and Ukraine and related sanctions could potentially impact the value of our assets in Russia as the conflict continues. Our Russian business is part of our Fleet segment.

Impact of Recent Bank Failures

Recent failures of several financial institutions have created uncertainty in the global financial markets and a greater focus on the potential failure of other banks in the future. Although we did not experience losses as a result of these failures, we regularly maintain cash balances with financial institutions in excess of the Federal Deposit Insurance Corporation insurance limit or the equivalent outside the U.S. A disruption in financial markets could impair our banking partners, which could affect our ability to access our cash or cash equivalents; our ability to provide services to our customers; and our customers' ability to access their cash to fulfill their payment obligations to us, their vendors, and other third parties. The occurrence of these events could negatively affect our business, financial condition and results of operations.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2022.

Results

Revenues, net, Net Income and Net Income Per Diluted Share. Set forth below are revenues, net, net income and net income per diluted share for the three and six months ended June 30, 2023 and 2022, (in millions, except per share amounts).

						Three Months Ended June 30,												Six Months Ended June 30,
(Unaudited)						2023						2022						2023						2022
Revenues, net						$	948.2					$	861.3					$	1,849.5					$	1,650.5
Net income						$	239.7					$	262.2					$	454.5					$	480.1
Net income per diluted share						$	3.20					$	3.35					$	6.08					$	6.10

Adjusted Net Income, Adjusted Net Income Per Diluted Share, EBITDA and EBITDA margin. Set forth below are adjusted net income, adjusted net income per diluted share, EBITDA and EBITDA margin for the three and six months ended June 30, 2023 and 2022 (in millions, except per share amounts).

						Three Months Ended June 30,												Six Months Ended June 30,
(Unaudited)						2023						2022						2023						2022
Adjusted net income						$	314.3					$	326.1					$	597.4					$	615.8
Adjusted net income per diluted share						$	4.19					$	4.17					$	7.99					$	7.82
EBITDA						$	497.1					$	448.9					$	957.2					$	843.6
EBITDA margin						52.4		%				52.1		%				51.8		%				51.1		%

Adjusted net income, adjusted net income per diluted share, EBITDA and EBITDA margin are supplemental non-GAAP financial measures of operating performance. See the heading entitled "Management’s Use of Non-GAAP Financial Measures" for more information and a reconciliation of the non-GAAP financial measure to the most directly comparable financial measure calculated in accordance with GAAP. We use adjusted net income, adjusted net income per diluted share, EBITDA and EBITDA margin to eliminate the effect of items that we do not consider indicative of our core operating performance on a consistent basis. These non-GAAP measures are presented solely to permit investors to more fully understand how our management assesses underlying performance and are not, and should not be viewed as, a substitute for GAAP measures, and should be viewed in conjunction with our GAAP financial measures.

Sources of Revenue

FLEETCOR offers a variety of business payment solutions that help to simplify, automate, secure, digitize and effectively control the way businesses manage and pay their expenses. We provide our payment solutions to our business, merchant, consumer and payment network customers in more than 150 countries around the world today, although we operate primarily in three geographies, with 81% of our revenues generated in the U.S., Brazil, and the U.K. Our customers may include commercial businesses (obtained through direct and indirect channels), partners for whom we manage payment programs, as well as individual consumers.

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 four reportable segments: Fleet, Corporate Payments, Lodging, and Brazil. The remaining results are included within Other, which includes our Gift and Payroll Card businesses. These segments align with how the Chief Operating Decision Maker (CODM) allocates resources, assesses performance and reviews financial information.

To help facilitate an understanding of our solutions around the world, we describe them in two primary categories: Vehicle and Mobility solutions and Corporate Payments solutions. Our Vehicle and Mobility solutions are purpose-built to enable our business and consumer customers to pay for vehicle and mobility-related expenses, while providing greater control and visibility of employee spending when compared with less specialized payment methods, such as cash or general-purpose credit cards. Our Vehicle and Mobility solutions include fuel, lodging, tolls and other complementary products. Our Corporate Payments solutions simplify and automate vendor payments and are designed to help businesses streamline the back-office operations associated with making outgoing payments. Companies save time, cut costs, and manage B2B payment processing more efficiently with our suite of corporate payment solutions, including AP automation, virtual cards, cross-border, and purchasing and T&E cards. We provide other payments solutions that are not considered within our Vehicle and Mobility and Corporate Payments solutions, including Gift and Payroll Card.

Our revenue is generally reported net of the cost for underlying products and services purchased. In this report, we refer to this net revenue as “revenue". See “Results of Operations” for additional segment information.

Revenues, net, by Segment. For the three and six months ended June 30, 2023 and 2022, our segments generated the following revenue (in millions).

						Three Months Ended June 30,																								Six Months Ended June 30,
						2023												2022												2023												2022
(Unaudited)*						Revenues, net						% of Total Revenues, net						Revenues, net						% of Total Revenues, net						Revenues, net						% of Total Revenues, net						Revenues, net						% of Total Revenues, net
Fleet						$	382.6					40		%				$	377.4					44		%				$	755.3					41		%				$	729.0					44		%
Corporate Payments						247.0						26		%				189.7						22		%				474.2						26		%				373.5						23		%
Lodging						136.6						14		%				116.9						14		%				258.9						14		%				211.5						13		%
Brazil						126.1						13		%				111.8						13		%				247.8						13		%				214.4						13		%
Other						56.0						6		%				65.5						8		%				113.3						6		%				122.3						7		%
Consolidated revenues, net						$	948.2					100		%				$	861.3					100		%				$	1,849.5					100		%				$	1,650.5					100		%

*Columns may not calculate due to rounding. Other includes our Gift and Payroll Card businesses.

Segment and solutions reporting have converged to be the same. The Fuel solution is now included with the Fleet segment, with the exception of Brazil fuel which is included in the Brazil segment. Vehicle maintenance, telematics, and Mexico benefits were included in the Other solution category previously, and are now included in the Fleet segment. The Brazil segment includes Brazil benefits from the Other solution category and the Tolls solution category. The Gift and Payroll Card solution categories are now included in Other.

We generate revenue in our Fleet segment through a variety of program fees, including transaction fees, card fees, network fees and charges, as well as from interchange. These fees may be charged as fixed amounts, costs plus a mark-up, based on a percentage of the transaction purchase amounts, or a combination thereof. Our programs also include other fees and charges associated with late payments and based on customer credit risk.

In our Corporate Payments segment, we primarily earn revenue from the difference between the amount charged to the customer and the amount paid to the third party for a given transaction, as interchange or spread revenue. Our programs may also charge fixed fees for access to the network and ancillary services provided. In our cross-border payments business, the

majority of revenue is from exchanges of currency at spot rates, which enables customers to make cross-currency payments. Our performance obligation in our foreign exchange payment services is providing a foreign currency payment to a customer’s designated recipient and therefore, we recognize 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 we set for the customer and the rate available in the wholesale foreign exchange market.

In our Lodging segment, we primarily earn revenue from the difference between the amount charged to the customer and the amount paid to the hotel for a given transaction and commissions paid by hotels. We may also charge fees for access to the network and ancillary services provided.

In our Brazil segment, we primarily earn revenue from fixed fees for access to the network and ancillary services provided. We also earn interchange and merchant discounts on certain non-toll products. The primary measure of volume is average monthly tags active during the period.

The remaining revenues represent other solutions in our Gift and Payroll card businesses. In these businesses, we primarily earn revenue from the processing of transactions. We may also charge fixed fees for ancillary services provided.

Revenues, net by Geography*.* Revenue by geography for the three and six months ended June 30, 2023 and 2022, was as follows (in millions):

						Three Months Ended June 30,																								Six Months Ended June 30,
(Unaudited)						2023												2022												2023												2022
Revenues, net by Geography*						Revenues, net						% of Total Revenues, net						Revenues, net						% of Total Revenues, net						Revenues, net						% of Total Revenues, net						Revenues, net						% of Total Revenues, net
United States						$	534.7					56		%				$	527.7					61		%				$	1,048.4					57		%				$	999.5					61		%
Brazil						126.1						13		%				111.8						13		%				247.8						13		%				214.4						13		%
United Kingdom						111.2						12		%				93.4						11		%				218.9						12		%				188.0						11		%
Other						176.2						19		%				128.4						15		%				334.4						18		%				248.7						15		%
Consolidated revenues, net						$	948.2					100		%				$	861.3					100		%				$	1,849.5					100		%				$	1,650.5					100		%

*Columns may not calculate due to rounding.

Organic Revenues, net by Segment and KPI*.* The following table presents organic revenue growth by segment and per key performance metric for the three months ended June 30, 2023 and 2022 (in millions except revenues, net per key performance metric).*

			As Reported																								Pro Forma and Macro Adjusted****2
			Three Months Ended June 30,																								Three Months Ended June 30,
(Unaudited)			2023						2022						Change						% Change						2023						2022						Change						% Change
FLEET
'- Revenues, net			$382.6						$377.4						$5.2						1%						$399.9						$378.9						$21.0						6%
'- Transactions			124.0						122.5						1.5						1%						124.0						122.9						1.0						1%
'- Revenues, net per transaction			$3.09						$3.08						$0.01						—%						$3.23						$3.08						$0.14						5%
CORPORATE PAYMENTS
'- Revenues, net			$247.0						$189.7						$57.3						30%						$249.9						$204.6						$45.3						22%
'- Spend volume			36,041						28,836						7,205						25%						36,041						31,251						4,789						15%
'- Revenue, net per spend $			0.69%						0.66%						0.03%						4%						0.69%						0.65%						0.04%						6%
LODGING
'- Revenues, net			$136.6						$116.9						$19.7						17%						$136.7						$119.5						$17.2						14%
'- Room nights			9.3						9.5						(0.2)						(2)%						9.3						9.7						(0.4)						(4)%
'- Revenues, net per room night			$14.65						$12.30						$2.35						19%						$14.67						$12.35						$2.32						19%
BRAZIL
'- Revenues, net			$126.1						$111.8						$14.3						13%						$128.6						$111.8						$16.8						15%
'- Tags (average monthly)			6.6						6.1						0.4						7%						6.6						6.1						0.4						7%
'- Revenues, net per tag			$19.21						$18.22						$0.99						5%						$19.59						$18.22						$1.37						8%
OTHER****1
'- Revenues, net			$56.0						$65.5						$(9.5)						(15)%						$56.2						$65.5						$(9.3)						(14)%
'- Transactions			269.8						287.5						(17.7)						(6)%						269.8						287.5						(17.7)						(6)%
'- Revenues, net per transaction			$0.21						$0.23						$(0.02)						(9)%						$0.21						$0.23						$(0.02)						(8)%
FLEETCOR CONSOLIDATED REVENUES, NET
'- Revenues, net			$948.2						$861.3						$86.9						10%						$971.3						$880.3						$91.0						10%

1 Other includes Gift and Payroll Card operating segments.
2 See heading entitled "Managements' Use of Non-GAAP Financial Measures" for a reconciliation of pro forma and macro adjusted revenue by solution and metric non-GAAP measures to the comparable financial measure calculated in accordance with GAAP.
* Columns may not calculate due to rounding.

Organic revenue growth is a supplemental non-GAAP financial measure of operating performance. Organic revenue growth is calculated as revenue in the current period adjusted for the impact of changes in the macroeconomic environment (to include fuel price, fuel price spreads and changes in foreign exchange rates) over revenue in the comparable prior period adjusted to include or remove the impact of acquisitions and/or divestitures and non-recurring items that have occurred subsequent to that period. See the heading entitled "Management’s Use of Non-GAAP Financial Measures" for more information and a reconciliation of the non-GAAP financial measure to the most directly comparable financial measure calculated in accordance with GAAP. We believe that organic revenue growth on a macro-neutral, one-time item, and consistent acquisition/divestiture/non-recurring item basis is useful to investors for understanding the performance of FLEETCOR.

Revenue per relevant key performance indicator (KPI), which may include transaction, spend volume, monthly tags, room nights, or other metrics, can vary based on geography, the relevant merchant relationship, the payment product utilized and the types of products or services purchased, the mix of which would be influenced by our acquisitions, organic growth in our business, and the overall macroeconomic environment, including fluctuations in foreign currency exchange rates, fuel prices and fuel price spreads. Revenue per KPI per customer may change as the level of services we provide to a customer increases or decreases, as macroeconomic factors change and as adjustments are made to merchant and customer rates. See "Results of Operations" for further discussion.

Sources of Expenses

We incur expenses in the following categories:

*•*Processing—Our processing expense consists of expenses related to processing transactions, servicing our customers and merchants, credit losses and cost of goods sold related to our hardware and card sales in certain businesses.

• Selling—Our selling expenses consist primarily of wages, benefits, sales commissions (other than merchant commissions) and related expenses for our sales, marketing and account management personnel and activities.

• General and administrative—Our general and administrative expenses include compensation and related expenses (including stock-based compensation and bonuses) for our finance and accounting, information technology, human resources, legal and other administrative personnel. Also included are facilities expenses, third-party professional services fees, travel and entertainment expenses, and other corporate-level expenses.

• Depreciation and amortization—Our depreciation expenses include depreciation of property and equipment, consisting of computer hardware and software (including proprietary software development amortization expense), card-reading equipment, furniture, fixtures, vehicles and buildings and leasehold improvements related to office space. Our amortization expenses include amortization of intangible assets related to customer and vendor relationships, trade names and trademarks, software and non-compete agreements. We are amortizing intangible assets related to business acquisitions and certain private label contracts associated with the purchase of accounts receivable.

*•*Other operating, net—Our other operating, net includes other operating expenses and income items that do not relate to our core operations or that occur infrequently.

• Other expense (income), net—Our other expense (income), net includes gains or losses from the following: sales of assets, foreign currency transactions, extinguishment of debt, and investments. This category also includes other miscellaneous non-operating costs and revenue. Certain of these items may be presented separately on the Consolidated Statements of Income.

• Interest expense, net—Our interest expense, net includes interest expense on our outstanding debt, interest income on our cash and cash equivalents balances and interest on our interest rate swaps.

• Provision for income taxes—Our provision for income taxes consists of corporate income taxes related primarily to profits resulting from the sale of our products and services on a global basis.

Factors and Trends Impacting our Business

We believe that the following factors and trends are important in understanding our financial performance:

• Global economic conditions—Our results of operations are materially affected by conditions in the economy generally, in North America, Brazil, and in other locations internationally, including the current conflict between Russia and Ukraine, as discussed elsewhere in this Quarterly Report on Form 10-Q. Factors affected by the economy include our transaction volumes, the credit risk of our customers and changes in tax laws across the globe. These factors affected our businesses in each of our segments.

• Foreign currency changes—Our results of operations are significantly impacted by changes in foreign currency exchange rates; namely, by movements of the Australian dollar, Brazilian real, British pound, Canadian dollar, Czech koruna, euro, Mexican peso, New Zealand dollar and Russian ruble, relative to the U.S. dollar. Approximately 57% and 61% of our revenue in the six months ended June 30, 2023 and 2022, respectively, was derived in U.S. dollars and was not affected by foreign currency exchange rates. See "Results of Operations" for information related to foreign currency impact on our total revenue, net.

Our cross-border foreign currency trading business aggregates foreign exchange exposures arising from customer contracts and economically hedges the resulting net currency risks by entering into offsetting contracts with established financial institution counterparties. These contracts are subject to counterparty credit risk.

*•*Fuel prices—Our fleet customers use our products and services primarily in connection with the purchase of fuel. Accordingly, our revenue is affected by fuel prices, which are subject to significant volatility. A change in retail fuel prices could cause a decrease or increase in our revenue from several sources, including fees paid to us based on a percentage of each customer’s total purchase. Changes in the absolute price of fuel may also impact unpaid account balances and the late fees and charges based on these amounts. We estimate approximately 11% and 13% of revenues, net were directly impacted by changes in fuel price in the three months ended June 30, 2023 and 2022, respectively. We estimate approximately 11% and 12% of revenues, net were directly impacted by changes in fuel price in the six months ended June 30, 2023 and 2022, respectively.

*•*Fuel-price spread volatility—A portion of our revenue involves transactions where we derive revenue from fuel price spreads, which is the difference between the price charged to a fleet customer for a transaction and the price paid to the merchant for the same transaction. In these transactions, the price paid to the merchant is based on the wholesale cost of fuel. The merchant’s wholesale cost of fuel is dependent on several factors including, among others, the factors described above affecting fuel prices. The fuel price that we charge to our customer is dependent on several factors including, among others, the fuel price paid to the merchant, posted retail fuel prices and competitive fuel prices. We experience fuel price spread contraction when the merchant’s wholesale cost of fuel increases at a faster rate than the

fuel price we charge to our customers, or the fuel price we charge to our customers decreases at a faster rate than the merchant’s wholesale cost of fuel. The inverse of these situations produces fuel price spread expansion. We estimate approximately 5% of revenues, net were directly impacted by fuel price spreads in both the three months ended June 30, 2023 and 2022, respectively. We estimate approximately 5% of revenues, net were directly impacted by fuel price spreads in both the six months ended June 30, 2023 and 2022, respectively.

• Acquisitions—Since 2002, we have completed over 95 acquisitions of companies and commercial account portfolios. Acquisitions have been an important part of our growth strategy, and it is our intention to continue to seek opportunities to increase our customer base and diversify our service offering through further strategic acquisitions. The impact of acquisitions has, and may continue to have, a significant impact on our results of operations and may make it difficult to compare our results between periods.

• Interest rates—From January 1, 2022 to July 26, 2023, the U.S. Federal Open Market Committee has increased the benchmark rate eleven times for a total rate increase of 5.25%. Additional increases are possible in future periods. We are exposed to market risk changes in interest rates on our cash investments and debt, particularly in rising interest rate environments, which is partially offset by incremental interest income earned on cash and restricted cash. On January 22, 2019, we entered into three swap contracts. The objective of these swap contracts is to reduce the variability of cash flows in the previously unhedged interest payments associated with $2.0 billion of variable rate debt, the sole source of which is due to changes in the LIBOR benchmark interest rate. For each of these swap contracts, we paid a fixed monthly rate and received one month LIBOR. In January 2022 and 2023, $1.0 billion and $500 million, respectively, of our interest rate swaps matured. On May 4, 2023, we amended the remaining LIBOR-based swap. The amendment replaced LIBOR on the swap with one-month term SOFR resulting in a pay-fixed monthly rate of 2.50%, without further changes to the terms of the swap. In January 2023, we entered into five swap contracts totaling $1.5 billion. In August 2023, we entered into eight additional interest rate swap contracts totaling $2.0 billion. The objective of these swap contracts is to reduce the variability of cash flows in the previously unhedged interest payments associated with variable rate debt, the sole source of which is due to changes in the SOFR interest rate. For each of these swap contracts, we pay a fixed monthly rate and receive one-month term SOFR.

• Expenses—Over the long term, we expect that our expense will decrease as a percentage of revenue as our revenue increases, except for expenses related to transaction volume processed. To support our expected revenue growth, we plan to continue to incur additional sales and marketing expense by investing in our direct marketing, third-party agents, internet marketing, telemarketing and field sales force.

• Taxes—We pay taxes in various taxing jurisdictions, including the U.S., most U.S. states and many non-U.S. jurisdictions. The tax rates in certain non-U.S. taxing jurisdictions are different than the U.S. tax rate. Consequently, as our earnings fluctuate between taxing jurisdictions, our effective tax rate fluctuates.

Acquisitions and Investments

2023

• In January 2023, we acquired Global Reach, a U.K.-based cross-border payments provider, for approximately $102.9 million.

*•*In February 2023, we acquired the remainder of Mina Digital Limited, a cloud-based EV charging software platform, and we also acquired Business Gateway AG, a European-based vehicle maintenance provider for approximately $32.2 million.

2022

• In November 2022, we completed the acquisition of Roomex, a European workforce lodging provider serving the U.K. and German markets for approximately $56.8 million.

*•*In September 2022, we made an investment of $6.1 million in a U.K. based electric vehicle (EV) search and pay mapping service.

• In September 2022, we completed the acquisition of Plugsurfing, a European EV software and network provider, for $75.8 million.

• In August 2022, we completed the acquisition of Accrualify, an accounts payable (AP) automation software company, for $41.2 million.

• In March 2022, we completed the acquisition of Levarti, a U.S.-based airline software platform company, for $23.7 million.

• In February 2022, we made an investment of $7.8 million in Mina Digital Limited, an EV charging payments business and $5.0 million in an EV data analytics business.

Results from our Levarti acquisition are included in our Lodging segment, results from our Accrualify and Global Reach acquisitions are reported in our Corporate Payments segment, and results from our Plugsurfing, Business Gateway AG, and Mina acquisitions are reported in our Fleet segment, from the date of acquisition.

Results of Operations

Three months ended June 30, 2023 compared to the three months ended June 30, 2022

The following table sets forth selected unaudited consolidated statements of income for the three months ended June 30, 2023 and 2022 (in millions, except percentages)*.

(Unaudited)						Three Months Ended June 30, 2023						% of Total Revenues, net						Three Months Ended June 30, 2022						% of Total Revenues, net						Increase (decrease)						% Change
Revenues, net:
Fleet						$	382.6					40.4		%				$	377.4					43.8		%				$	5.2					1.4		%
Corporate Payments						247.0						26.0		%				189.7						22.0		%				57.3						30.2		%
Lodging						136.6						14.4		%				116.9						13.6		%				19.7						16.8		%
Brazil						126.1						13.3		%				111.8						13.0		%				14.3						12.7		%
Other						56.0						5.9		%				65.5						7.6		%				(9.5)						(14.5)		%
Total revenues, net						948.2						100.0		%				861.3						100.0		%				86.9						10.1		%
Consolidated operating expenses:
Processing						205.3						21.6		%				185.6						21.5		%				19.7						10.6		%
Selling						86.4						9.1		%				79.3						9.2		%				7.1						8.9		%
General and administrative						159.4						16.8		%				147.4						17.1		%				11.9						8.1		%
Depreciation and amortization						83.7						8.8		%				78.5						9.1		%				5.2						6.6		%
Other operating, net						0.8						0.1		%				—						—		%				0.8						NM
Operating income						412.7						43.5		%				370.5						43.0		%				42.2						11.4		%
Investment gain						—						—		%				0.2						—		%				(0.2)						NM
Other expense, net						(2.4)						(0.3)		%				3.6						0.4		%				(6.0)						NM
Interest expense, net						88.5						9.3		%				23.1						2.7		%				65.4						283.6		%
Provision for income taxes						86.9						9.2		%				81.5						9.5		%				5.4						6.6		%
Net income						$	239.7					25.3		%				$	262.2					30.4		%				$	(22.5)					(8.6)		%
Operating income by segment:
Fleet						$	183.7											$	186.8											$	(3.1)					(1.7)		%
Corporate Payments						91.8												65.9												25.9						39.3		%
Lodging						68.2												58.6												9.7						16.5		%
Brazil						52.8												41.6												11.2						26.9		%
Other						16.2												17.7												(1.5)						(8.3)		%
Total operating income						$	412.7											$	370.5											$	42.2					11.4		%

NM = Not Meaningful

*The sum of the columns and rows may not calculate due to rounding.

Consolidated revenues, net

Consolidated revenues were $948.2 million in the three months ended June 30, 2023, an increase of 10.1% compared to the prior period. Consolidated revenues increased primarily due to organic growth of 10% driven by increases in transaction volumes and new sales growth and the impact of acquisitions completed in 2022 and 2023 of approximately $19 million.

Although we cannot precisely measure the impact of the macroeconomic environment, in total we believe it had a negative impact on our consolidated revenues for the three months ended June 30, 2023 over the comparable period in 2022, driven primarily by the unfavorable impact of lower fuel prices of approximately $20 million and unfavorable foreign exchange rates of approximately $9 million, mostly in our U.K., Brazil and European businesses. These decreases were partially offset by favorable fuel price spreads of approximately $6 million.

Consolidated operating income

Operating income was $412.7 million in the three months ended June 30, 2023, an increase of 11.4% compared to the prior period. The increase in operating income was primarily due to organic revenue growth driven by increases in transaction volume, acquisitions completed in 2023 and 2022, and favorable fuel price spreads of approximately $6 million. This increase was partially offset by the unfavorable impact of fuel prices of $20 million, incremental bad debt of $8 million and unfavorable movements in foreign exchange rates of $6 million.

Consolidated operating expenses

Processing. Processing expenses were $205.3 million in the three months ended June 30, 2023, an increase of 10.6% compared to the prior period. Increases were primarily due to higher variable expenses driven by increased transaction volumes, incremental bad debt of $8 million and approximately $10 million of expenses related to acquisitions completed in 2022 and 2023. Bad debt expense has increased as customer spend increased due to new sales and higher fuel prices. These new customers tend to have higher loss rates. Additionally, we experienced higher losses among micro-SMB (small-medium business) customers who were more severely impacted by negative economic conditions.

Selling. Selling expenses were $86.4 million in the three months ended June 30, 2023, an increase of 8.9% from the prior period. Increases in selling expenses were primarily associated with approximately $7 million of expenses related to acquisitions completed in 2022 and 2023.

General and administrative. General and administrative expenses were $159.4 million in the three months ended June 30, 2023, an increase of 8.1% from the prior period. Increases in general and administrative expenses were primarily due to the impact of acquisitions completed in 2022 and 2023 of approximately $7 million in addition to other increases associated with the growth of our business over the comparable prior period.

Depreciation and amortization. Depreciation and amortization expenses were $83.7 million in the three months ended June 30, 2023, an increase of 6.6% from the prior period. Increases in depreciation and amortization expenses were primarily due to incremental investments in capital, as well as approximately $4 million due to acquisitions completed in 2022 and 2023.

Interest expense, net. Interest expense, net was $88.5 million in the three months ended June 30, 2023, an increase of $65.4 million from the prior period. The increase in interest expense was primarily due to rising interest rates on our borrowings, partially offset by the benefit of higher cash balances in certain foreign jurisdictions and an increase in interest income from higher interest rates. The following table sets forth the average interest rates paid on borrowings under our Credit Facility, excluding the related unused facility fees and swaps.

						Three Months Ended June 30,
(Unaudited)						2023						2022
Term loan A						6.46		%				2.31		%
Term loan B						6.80		%				2.53		%
Revolving line of credit A & B (USD)						6.47		%				2.35		%
Revolving line of credit B (GBP)						5.71		%				2.22		%

We have a portfolio of interest rate swaps which are designated as cash flow hedges and one cross-currency interest rate swap, which is designated as a net investment hedge. During the three months ended June 30, 2023, as a result of these swap contracts and net investment hedge, we recorded a benefit to interest expense, net of $9.8 million.

Provision for income taxes**.** The provision for income taxes and effective tax rate were $86.9 million and 26.6% for the three months ended June 30, 2023, compared to $81.5 million and 23.7% for the prior period. Income tax expense is based on an estimated annual effective rate, which requires us to make our best estimate of annual pretax accounting income or loss before consideration of tax or benefit discretely recognized in the period in which such occur. Our effective income tax rate for the three months ended June 30, 2023 differs from the U.S. federal statutory rate due primarily to the unfavorable impact of state taxes net of federal benefits, additional taxes on undistributed foreign-sourced income, and foreign withholding taxes on interest income from intercompany notes. During the three months ended June 30, 2022, we determined that certain foreign income was permanently invested, resulting in a tax benefit of $9.0 million. Excluding this discrete item, our tax rate in the second quarter of 2022 would have been 26.3%.

Net income. For the reasons discussed above, our net income decreased to $239.7 million, or 8.6%, from the prior period, during the three months ended June 30, 2023.

Segment Results

Fleet

Fleet revenues were $382.6 million in the three months ended June 30, 2023, an increase of 1.4% from the prior period. Fleet operating income was $183.7 million in the three months ended June 30, 2023, a decrease of 1.7% from the prior period. Fleet revenues and operating income increased primarily due to organic revenue growth of 6% driven by increases in transaction volumes and new sales growth and the impact of acquisitions, which contributed approximately $2 million in revenue, partially offset by the negative impact of the macroeconomic environment. Fleet operating income was further negatively impacted by incremental bad debt expense of $3 million.

Although we cannot precisely measure the impact of the macroeconomic environment, in total we believe it had a negative impact on our Fleet revenues and operating income in the three months ended June 30, 2023 over the prior period of approximately $17 million and $17 million, respectively. This impact was driven primarily by the unfavorable impact of fuel prices on revenue and operating income of approximately $18 million and unfavorable changes in foreign exchange rates on revenues and operating income of approximately $5 million and $4 million, respectively, mostly in our U.K. and European businesses. These decreases were partially offset by favorable fuel price spreads of approximately $6 million.

Corporate Payments

Corporate Payments revenues were $247.0 million in the three months ended June 30, 2023, an increase of 30.2%, from the prior period. Corporate Payments operating income was $91.8 million in the three months ended June 30, 2023, an increase of 39.3% from the prior period. Corporate Payments revenues and operating income increased primarily due to organic revenue growth of 22%, with strong new sales in our AP and cross-border solutions, higher spend volume, as well as the impact of acquisitions, which contributed approximately $15 million in revenue. These increases were partially offset by the negative impact of foreign exchange rates on revenues and operating income of approximately $3 million and $2 million, respectively.

Lodging

Lodging revenues were $136.6 million in the three months ended June 30, 2023, an increase of 16.8% from the prior period. Lodging operating income was $68.2 million in the three months ended June 30, 2023, an increase of 16.5% from the prior period. Lodging revenues and operating income increased primarily due to organic revenue growth of 14% driven by our insurance and airline verticals, as well as the impact of acquisitions, which contributed $3 million in revenue.

Brazil

Brazil revenues were $126.1 million in the three months ended June 30, 2023, an increase of 12.7% from the prior period. Brazil operating income was $52.8 million in the three months ended June 30, 2023, an increase of 26.9% from the prior period. Brazil revenues and operating income increased primarily due to organic revenue growth of 15% driven by increases in toll tags sold and expanded product utility, with the differentiated value proposition of our products. These increases were partially offset by the negative impact of fuel prices and foreign exchange rates on revenues and operating income of approximately $3 million and $2 million, respectively.

Other

Other revenues were $56.0 million in the three months ended June 30, 2023, a decrease of 14.5% from the prior period. Other operating income was $16.2 million in the three months ended June 30, 2023, a decrease of 8.3% from the prior period, primarily driven by the timing of card sales.

Six months ended June 30, 2023 compared to the six months ended June 30, 2022

The following table sets forth selected unaudited consolidated statements of income for the six months ended June 30, 2023 and 2022 (in millions, except percentages)*.

(Unaudited)						Six Months Ended June 30, 2023						% of Total Revenues, net						Six Months Ended June 30, 2022						% of Total Revenues, net						Increase (decrease)						% Change
Revenues, net:
Fleet						$	755.3					40.8		%				$	729.0					44.2		%				$	26.4					3.6		%
Corporate Payments						474.2						25.6		%				373.5						22.6		%				100.7						27.0		%
Lodging						258.9						14.0		%				211.5						12.8		%				47.4						22.4		%
Brazil						247.8						13.4		%				214.4						13.0		%				33.5						15.6		%
Other						113.3						6.1		%				122.3						7.4		%				(9.0)						(7.3)		%
Total revenues, net						1,849.5						100.0		%				1,650.5						100.0		%				199.0						12.1		%
Consolidated operating expenses:
Processing						410.2						22.2		%				359.8						21.8		%				50.5						14.0		%
Selling						168.0						9.1		%				156.2						9.5		%				11.8						7.5		%
General and administrative						314.0						17.0		%				291.0						17.6		%				23.1						7.9		%
Depreciation and amortization						167.9						9.1		%				155.3						9.4		%				12.6						8.1		%
Other operating, net						1.5						0.1		%				0.1						—		%				1.4						1771		%
Operating income						787.8						42.6		%				688.2						41.7		%				99.6						14.5		%
Investment (gain) loss						(0.2)						—		%				0.3						—		%				(0.5)						(149.9)		%
Other expense, net						(1.7)						(0.1)		%				4.4						0.3		%				(6.1)						(137.9)		%
Interest expense, net						168.3						9.1		%				45.1						2.7		%				123.2						273.1		%
Provision for income taxes						166.9						9.0		%				158.2						9.6		%				8.7						5.5		%
Net income						$	454.5					24.6		%				$	480.1					29.1		%				$	(25.6)					(5.3)		%
Operating income by segment:
Fleet						$	357.2											$	354.6											$	2.6					0.7		%
Corporate Payments						167.3												124.1												43.2						34.8		%
Lodging						122.8												98.3												24.5						24.9		%
Brazil						107.6												78.9												28.7						36.3		%
Other						33.0												32.2												0.7						2.3		%
Total operating income						$	787.8											$	688.2											$	99.6					14.5		%

NM = Not Meaningful

*The sum of the columns and rows may not calculate due to rounding.

Consolidated revenues, net

Consolidated revenues were $1,849.5 million in the six months ended June 30, 2023, an increase of 12.1% compared to the prior period. Consolidated revenues increased primarily due to organic growth of 11% driven by increases in transaction volumes and new sales growth and the impact of acquisitions completed in 2022 and 2023 of approximately $36.9 million.

Although we cannot precisely measure the impact of the macroeconomic environment, in total we believe it had a negative impact on our consolidated revenues for the six months ended June 30, 2023 over the comparable period in 2022, driven primarily by the unfavorable impact of fuel prices of approximately $18 million and unfavorable foreign exchange rates of approximately $20 million, mostly in our U.K. and European businesses. The negative impact was partially offset by favorable fuel price spreads of approximately $15 million.

Consolidated operating income

Operating income was $787.8 million in the six months ended June 30, 2023, an increase of 14.5% compared to the prior period. The increase in operating income was primarily due to organic revenue growth driven by increases in transaction volume, acquisitions completed in 2023 and 2022 and favorable fuel price spreads of approximately $15 million. This increase was partially offset by incremental bad debt of $21 million, as well as the impact of unfavorable fuel prices of $18 million and unfavorable movements in foreign exchange rates of $9 million.

Consolidated operating expenses

Processing. Processing expenses were $410.2 million in the six months ended June 30, 2023, an increase of 14.0% compared to the prior period. Increases were primarily due to higher variable expenses driven by increased transaction volumes, incremental bad debt of $21 million and approximately $19 million of expenses related to acquisitions completed in 2022 and 2023. Bad debt expense has increased as customer spend increased due to new sales and higher fuel prices. These new customers tend to have higher loss rates. Additionally, we experienced higher losses among micro-SMB (small-medium business) customers who were more severely impacted by negative economic conditions.

Selling. Selling expenses were $168.0 million in the six months ended June 30, 2023, an increase of 7.5% from the prior period. Increases in selling expenses were primarily associated with approximately $11 million of expenses related to acquisitions completed in 2022 and 2023.

General and administrative. General and administrative expenses were $314.0 million in the six months ended June 30, 2023, an increase of 7.9% from the prior period. Increases in general and administrative expenses were primarily due to the impact of acquisitions completed in 2022 and 2023 of approximately $18 million in addition to other increases associated with the growth of our business over the comparable prior period. These increases were partially offset by $5 million of lower stock based compensation expense.

Depreciation and amortization. Depreciation and amortization expenses were $167.9 million in the six months ended June 30, 2023, an increase of 8.1% from the prior period. Increases in depreciation and amortization expenses were primarily due to incremental capital investments, as well as approximately $8 million due to acquisitions completed in 2022 and 2023.

Interest expense, net. Interest expense, net was $168.3 million in the six months ended June 30, 2023, an increase of $123.2 million from the prior period. The increase in interest expense was primarily due to rising interest rates on our borrowings, partially offset by the benefit of higher cash balances in certain foreign jurisdictions and an increase in interest income from higher interest rates. The following table sets forth the average interest rates paid on borrowings under our Credit Facility, excluding the related unused facility fees and swaps.

						Six Months Ended June 30, 2023
(Unaudited)						2023						2022
Term loan A						6.22		%				1.98		%
Term loan B						6.54		%				2.21		%
Revolving line of credit A & B (USD)						6.22		%				2.00		%
Revolving line of credit B (GBP)						5.40		%				2.06		%

We have a portfolio of interest rate swaps which are designated as cash flow hedges and one cross-currency interest rate swap, which is designated as a net investment hedge. During the six months ended June 30, 2023, as a result of these swap contracts and net investment hedges, we recorded a benefit to interest expense, net of $16.3 million.

Provision for income taxes. The provision for income taxes and effective tax rate were $166.9 million and 26.9% for the six months ended June 30, 2023, compared to $158.2 million and 24.8% for the prior period. Income tax expense is based on an estimated annual effective rate, which requires us to make our best estimate of annual pretax accounting income or loss before consideration of tax or benefit discretely recognized in the period in which such occur. Our effective income tax rate for the six months ended June 30, 2023 increased primarily due to less excess tax benefit on stock option exercises and an increase of $1.6 million incurred from an uncertain tax position related to previous years. For the six months ended June 30, 2022, the determination that certain foreign income was permanently reinvested resulted in a $9.0 million tax benefit that lowered the tax rate by 1.4%.

Net income. For the reasons discussed above, our net income decreased to $454.5 million in the six months ended June 30, 2023, a decrease of 5.3% from the prior period.

Segment Results

Fleet

Fleet revenues were $755.3 million in the six months ended June 30, 2023, an increase of 3.6% from the prior period. Fleet operating income was relatively flat at $357.2 million in the six months ended June 30, 2023. Fleet revenues and operating income increased primarily due to organic revenue growth of 4% driven by increases in transaction volumes and new sales growth and the impact of acquisitions, which contributed approximately $3 million in revenue. These increases were partially offset by the negative impact of the macroeconomic environment, as well as incremental bad debt expense of $18 million.

Although we cannot precisely measure the impact of the macroeconomic environment, in total we believe it had a negative impact on our Fleet revenues and operating income in the six months ended June 30, 2023 over the prior period of approximately $9 million and $7 million, respectively. This impact was driven primarily by the unfavorable impact of fuel prices on revenue and operating income of approximately $16 million each and unfavorable changes in foreign exchange rates on revenues and operating income of approximately $8 million and $5 million, respectively, mostly in our U.K. and European businesses. The impacts were partially offset by favorable fuel price spreads of approximately $15 million, over the comparable prior period.

Corporate Payments

Corporate Payments revenues were $474.2 million in the six months ended June 30, 2023, an increase of 27.0%, from the prior period. Corporate Payments operating income was $167.3 million in the six months ended June 30, 2023, an increase of 34.8% from the prior period. Corporate Payments revenues and operating income increased primarily due to organic revenue growth of 21%, with strong new sales in our AP and cross-border solutions, higher spend volume, as well as the impact of acquisitions which contributed approximately $29 million in revenue. These increases were partially offset by the negative impact of foreign exchange rates on revenues and operating income of approximately $11 million and $4 million, respectively.

Lodging

Lodging revenues were $258.9 million in the six months ended June 30, 2023, an increase of 22.4% from the prior period. Lodging operating income was $122.8 million in the six months ended June 30, 2023, an increase of 24.9% from the prior period. Lodging revenues and operating income increased primarily due to organic revenue growth of 20% driven in our insurance and airline verticals, as well as the impact of acquisitions, which contributed $6 million in revenue.

Brazil

Brazil revenues were $247.8 million in the six months ended June 30, 2023, an increase of 15.6% from the prior period. Brazil operating income was $107.6 million in the six months ended June 30, 2023, an increase of 36.3% from the prior period. Brazil revenues and operating income increased primarily due to organic revenue growth of 16% driven by increases in toll tags sold and expanded product utility, with the differentiated value proposition of our products.

Other

Other revenues were $113.3 million in the six months ended June 30, 2023, a decrease of 7.3% from the prior period, driven by timing of card sales. Other operating income was $33.0 million in the six months ended June 30, 2023, an increase of 2.3% from the prior period.

Liquidity and capital resources

Our principal liquidity requirements are to service and repay our indebtedness, make acquisitions of businesses and commercial account portfolios, repurchase shares of our common stock and meet working capital, tax and capital expenditure needs.

Sources of liquidity. We believe that our current level of cash and borrowing capacity under our Credit Facility and Securitization Facility (each defined below), together with expected future cash flows from operations, will be sufficient to meet the needs of our existing operations and planned requirements for the next 12 months and the foreseeable future, based on our current assumptions. At June 30, 2023, we had approximately $2.1 billion in total liquidity, consisting of approximately $0.8 billion available under our Credit Facility and unrestricted cash of $1.3 billion. Based on our assessment of the current capital market conditions and related impact on our access to cash, we have reclassified all cash held at our Russian businesses of $216.5 million to restricted cash as of June 30, 2023. Restricted cash represents primarily customer deposits in our corporate payments businesses in the U.S., cash held in our Russian businesses, as well as 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, as well as to secure and settle cross-currency transactions.

We also utilize the Securitization Facility to finance a portion of our domestic receivables, to lower our cost of borrowing and more efficiently use capital. Accounts receivable collateralized within our Securitization Facility relate to trade receivables resulting primarily from charge card activity in the U.S. We also consider the available and undrawn amounts under our Securitization Facility and Credit Facility as funds available for working capital purposes and acquisitions. At June 30, 2023, we had no additional liquidity under our Securitization Facility.

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.

Cash flows

The following table summarizes our cash flows for the six month periods ended June 30, 2023 and 2022 (in millions).

						Six Months Ended June 30,
(Unaudited)						2023						2022
Net cash provided by operating activities						$	826.7					$	41.9
Net cash used in investing activities						$	(201.2)					$	(100.4)
Net cash (used in) provided by financing activities						$	(241.8)					$	122.4

Operating activities. Net cash provided by operating activities was $826.7 million in the six months ended June 30, 2023, compared to $41.9 million in the comparable prior period. The increase in operating cash flows was primarily due to favorable movements in working capital in the six months ended June 30, 2023 over the comparable period in 2022.

Investing activities. Net cash used in investing activities was $201.2 million in the six months ended June 30, 2023 compared to $100.4 million in the comparable prior period. The increased use of cash was primarily due to incremental spending on acquisitions completed in 2023 over the comparable period in 2022. Our capital expenditures were $78.9 million in the six months ended June 30, 2023, an increase of $12.3 million, or 18.4%, from $66.6 million in the comparable prior period due to the impact of acquisitions and continued investments in technology.

Financing activities. Net cash used in financing activities was $241.8 million in the six months ended June 30, 2023, compared to net cash provided by financing activities of $122.4 million in the comparable prior period. The increase in net cash used by financing activities was primarily due to an increase in net repayments on our credit facility and securitization facility of $1,195 million, offset by a decrease in repurchases of common stock of $783 million in the six months ended June 30, 2023 over the comparable period in 2022.

Credit Facility

FLEETCOR Technologies Operating Company, LLC, and certain of our domestic and foreign owned subsidiaries, as designated co-borrowers (the "Borrowers"), are parties to a $6.4 billion Credit Agreement (the "Credit Agreement"), with Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, and a syndicate of financial institutions (the "Lenders"), which has been amended multiple times. The Credit Agreement provides for senior secured credit facilities (collectively, the "Credit Facility") consisting of a revolving credit facility in the amount of $1.5 billion, a term loan A facility in the amount of $3.0 billion and a term loan B facility in the amount of $1.9 billion. The revolving credit facility consists of (a) a revolving A credit facility in the amount of $1 billion, with sublimits for letters of credit and swing line loans and (b) a revolving B facility in the amount of $500 million with borrowings in U.S. dollars, euros, British pounds, Japanese yen or other currency as agreed in advance, and a sublimit for swing line loans. The Credit Agreement also includes an accordion feature for borrowing an additional $750 million in term loan A, term loan B, revolving A or revolving B facility debt and an unlimited amount when the leverage ratio on a pro-forma basis is less than 3.75 to 1.00. Proceeds from the credit facilities may be used for working capital purposes, acquisitions, and other general corporate purposes. The maturity date for the term loan A and revolving credit facilities A and B is June 24, 2027. The term loan B has a maturity date of April 30, 2028. On May 3, 2023, we entered into the thirteenth amendment to the Credit Facility. The amendment replaced LIBOR on the term B loan with the Secured Overnight Financing Rate ("SOFR"), plus a SOFR adjustment of 0.10%.

At June 30, 2023, the interest rate on the term loan A was 6.58%, the interest rate on the term loan B was 6.95%, the interest rate on the revolving A and B facilities (USD borrowings) was 6.58%, and the interest rate on the revolving B facility (GBP borrowings) was 6.34%. The unused credit facility fee was 0.25% at June 30, 2023.

At June 30, 2023, we had $2.9 billion in borrowings outstanding on the term loan A, net of discounts, and $1.8 billion in borrowings outstanding on the term loan B, net of discounts and debt issuance costs. We have unamortized debt issuance costs of $4.1 million related to the revolving facilities as of June 30, 2023 recorded within other assets in the Unaudited Consolidated Balance Sheet. We have unamortized debt discounts and debt issuance costs of $21.5 million related to our term loans at June 30, 2023 recorded in notes payable and other obligations, net of current potion within the Unaudited Consolidated Balance Sheet.

During the six months ended June 30, 2023, we made principal payments of $47.0 million on the term loans and net repayments of $210.3 million on the revolving facilities.

As of June 30, 2023, we were in compliance with each of the covenants under the Credit Agreement.

Cash Flow Hedges

On January 22, 2019, we entered into three LIBOR-based swap contracts. One contract (which matured in January 2022) had a notional value of $1.0 billion, one contract (which matured in January 2023) had a notional value of $500 million and the remaining contract, which will mature on December 19, 2023, has a notional value of $500 million. The objective of these swap contracts is to reduce the variability of cash flows in the previously unhedged interest payments associated with $2.0 billion of variable rate debt, the sole source of which is due to changes in the LIBOR benchmark interest rate. These swap contracts qualify as hedging instruments and have been designated as cash flow hedges. On May 4, 2023, we amended the remaining LIBOR-based swap. The amendment replaced LIBOR on the swap with one-month term SOFR resulting in a pay-fixed monthly rate of 2.50%, without further changes to the terms of the swap.

During January 2023, the Company entered into five receive-variable SOFR, pay-fixed interest rate swap derivative contracts with U.S. dollar cumulative notional value of $1.5 billion as shown disaggregated in the table below.

As of June 30, 2023, 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						Fixed Rates						Maturity Date
$500						2.50%						12/19/2023
$250						4.01%						7/31/2025
$250						4.02%						7/31/2025
$500						3.80%						1/31/2026
$250						3.71%						7/31/2026
$250						3.72%						7/31/2026

We reclassified approximately $12.4 million of gains from accumulated other comprehensive loss into interest income during the six months ended June 30, 2023 related to our cash flow hedges.

In August 2023, we entered into eight new interest rate swap contracts totaling $2.0 billion, as summarized in the table below (in millions):

Notional Amount						Fixed Rates						Maturity Date
$100						4.35%						7/31/2026
$250						4.40%						7/31/2026
$250						4.40%						7/31/2026
$400						4.33%						7/31/2026
$250						4.29%						1/31/2027
$250						4.29%						1/31/2027
$250						4.19%						7/31/2027
$250						4.19%						7/31/2027

The objective of these contracts is to eliminate the variability of cash flows in interest payments associated with $2.0 billion of unspecified variable rate debt, the sole source of which is due to changes in SOFR benchmark interest rate. For each of these swap contracts, we pay a fixed monthly rate and receive one month term SOFR.

Net Investment Hedge

In February 2023, we entered into a cross currency interest rate swap that we designate as a net investment hedge of our investments in euro-denominated operations. This contract effectively converts $500 million of U.S. dollar equivalent to an obligation denominated in euro, and partially offsets the impact of changes in currency rates on our euro denominated net investments. This contract also creates a positive interest differential on the U.S. dollar-denominated portion of the swap, resulting in a 1.96% interest rate savings on the USD notional.

Hedge effectiveness is tested based on changes in the fair value of the cross currency swap due to changes in the USD/euro spot rate. We anticipate perfect effectiveness of the designated hedging relationship and record changes in the fair value of the cross currency interest rate swap 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. We recognized a benefit of $3.9 million in interest expense, net for the six months ended June 30, 2023 related to these excluded components. The cross currency interest rate swap designated as a net investment hedge is recorded in other current liabilities at a fair value of $8.1 million as of June 30, 2023.

Securitization Facility

We are party to a $1.7 billion receivables purchase agreement among FLEETCOR Funding LLC, as seller, PNC Bank, National Association as administrator, and various purchaser agents, conduit purchasers and related committed purchasers parties thereto (the "Securitization Facility"). The Securitization Facility matures on August 18, 2025. At June 30, 2023, the interest rate on the Securitization Facility was 6.20%.

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.

We were in compliance with all financial and non-financial covenant requirements related to our Securitization Facility as of June 30, 2023.

Stock Repurchase Program

On February 4, 2016, we announced that our Board approved a stock repurchase program (as updated from time to time, the "Program") authorizing us to repurchase our common stock from time to time until February 1, 2024. On October 25, 2022, we announced the Board increased the aggregate size of the Program by $1.0 billion to $7.1 billion. Since the beginning of the Program through June 30, 2023, 26,338,904 shares have been repurchased for an aggregate purchase price of $5.9 billion, leaving us up to $1.2 billion of remaining authorization available under the Program for future repurchases in shares of our common stock.

Any stock repurchases may be made at times and in such amounts as deemed appropriate. The timing and amount of stock repurchases, if any, will depend on a variety of factors including the stock price, market conditions, corporate and regulatory requirements, and any additional constraints related to material inside information we may possess. Any repurchases have been and are expected to be funded by a combination of available cash flow from the business, working capital and debt.

Critical accounting policies and estimates

In applying the accounting policies that we use to prepare our consolidated financial statements, we necessarily make accounting estimates that affect our reported amounts of assets, liabilities, revenues and expenses. Some of these estimates require us to make assumptions about matters that are highly uncertain at the time we make the accounting estimates. We base these assumptions and the resulting estimates on historical information and other factors that we believe to be reasonable under the circumstances, and we evaluate these assumptions and estimates on an ongoing basis. In many instances, however, we reasonably could have used different accounting estimates and, in other instances, changes in our accounting estimates could occur from period to period, with the result in each case being a material change in the financial statement presentation of our financial condition or results of operations. We refer to estimates of this type as critical accounting estimates.

Accounting estimates necessarily require subjective determinations about future events and conditions. During the three months ended June 30, 2023, we have not adopted any new critical accounting policies that had a significant impact upon our consolidated financial statements, have not changed any critical accounting policies and have not changed the application of any critical accounting policies from the year ended December 31, 2022. For critical accounting policies, refer to the Critical Accounting Estimates in Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2022 and our summary of significant accounting policies in Note 1 of our Notes to the Unaudited Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

Management’s Use of Non-GAAP Financial Measures

We have included in the discussion above certain financial measures that were not prepared in accordance with GAAP. Any analysis of non-GAAP financial measures should be used only in conjunction with results presented in accordance with GAAP. Below, we define the non-GAAP financial measures, provide a reconciliation of each non-GAAP financial measure to the most directly comparable financial measure calculated in accordance with GAAP, and discuss the reasons that we believe this information is useful to management and may be useful to investors. Because our non-GAAP financial measures are not standardized measures, they may not be directly comparable with the non-GAAP financial measures of other companies using the same or similar non-GAAP financial measures. Although management uses these non-GAAP measures to set goals and measure performance, they have no standardized meaning prescribed by GAAP. These non-GAAP measures are presented solely to permit investors to more fully understand how our management assesses underlying performance. These non-GAAP measures are not, and should not be viewed as, a substitute for GAAP measures, and should be viewed in conjunction with our GAAP financial statements and financial measures. As a result, such non-GAAP measures have limits in their usefulness to investors.

Organic Revenues, net by KPI. Organic revenue growth is calculated as revenue in the current period adjusted for the impact of changes in the macroeconomic environment (to include fuel price, fuel price spreads and changes in foreign exchange rates) over revenue in the comparable prior period adjusted to include or remove the impact of acquisitions and/or divestitures and non-recurring items that have occurred subsequent to that period. We define the pro forma and macro adjusted revenue as revenue, net as reflected in our statement of income, adjusted to eliminate the impact of the macroeconomic environment and the impact of acquisitions and dispositions. The macroeconomic environment impact includes the impact that market fuel price spreads, fuel prices and foreign exchange rates have on our business. We use pro forma and macro adjusted revenue and transactions to evaluate the organic growth in our revenue and the associated transactions. We believe that organic revenue growth is useful to investors for understanding the performance of FLEETCOR.

Set forth below is a reconciliation of pro forma and macro adjusted revenue and key performance metric by segment, used to calculate organic revenue growth, to the most directly comparable GAAP measure, revenue, net and key performance metric (in millions):*

						Revenues, net															Key Performance Metric
						Three Months Ended June 30,															Three Months Ended June 30,
(Unaudited)						2023						2022									2023						2022
FLEET - TRANSACTIONS
Pro forma and macro adjusted						$	399.9					$	378.9								124.0						122.9
Impact of acquisitions/dispositions						—						(1.5)									—						(0.5)
Impact of fuel prices/spread						(12.5)						—									—						—
Impact of foreign exchange rates						(4.8)						—									—						—
As reported						$	382.6					$	377.4								124.0						122.5
CORPORATE PAYMENTS - SPEND
Pro forma and macro adjusted						$	249.9					$	204.6								$	36,041					$	31,251
Impact of acquisitions/dispositions						—						(14.9)									—						(2,416)
Impact of fuel prices/spread						(0.4)						—									—						—
Impact of foreign exchange rates						(2.5)						—									—						—
As reported						$	247.0					$	189.7								$	36,041					$	28,836
BRAZIL - TAGS
Pro forma and macro adjusted						$	128.6					$	111.8								6.6						6.1
Impact of acquisitions/dispositions						—						—									—						—
Impact of fuel prices/spread						(1.4)						—									—						—
Impact of foreign exchange rates						(1.1)						—									—						—
As reported						$	126.1					$	111.8								6.6						6.1
LODGING - ROOM NIGHTS
Pro forma and macro adjusted						$	136.7					$	119.5								9.3						9.7
Impact of acquisitions/dispositions						—						(2.6)									—						(0.2)
Impact of fuel prices/spread						—						—									—						—
Impact of foreign exchange rates						(0.1)						—									—						—
As reported						$	136.6					$	116.9								9.3						9.5
OTHER1- TRANSACTIONS
Pro forma and macro adjusted						$	56.2					$	65.5								269.8						287.5
Impact of acquisitions/dispositions						—						—									—						—
Impact of fuel prices/spread						—						—									—						—
Impact of foreign exchange rates						(0.3)						—									—						—
As reported						$	56.0					$	65.5								269.8						287.5
FLEETCOR CONSOLIDATED REVENUES, NET
Pro forma and macro adjusted						$	971.3					$	880.3								Intentionally Left Blank
Impact of acquisitions/dispositions						—						(19.1)
Impact of fuel prices/spread2						(14.4)						—
Impact of foreign exchange rates2						(8.8)						—
As reported						$	948.2					$	861.3
* Columns may not calculate due to rounding.
1 Other includes Gift and Payroll Card operating segments.
2 Revenues reflect an estimated $20 million negative impact from fuel prices and approximately $9 million negative impact from of movements in foreign exchange rates, partially offset by the positive impact of fuel price spreads of approximately $6 million.

Adjusted net income and adjusted net income per diluted share. We have defined the non-GAAP measure adjusted net income as net income as reflected in our statement of income, adjusted to eliminate (a) non-cash stock based compensation expense related to share based compensation awards, (b) amortization of deferred financing costs, discounts, intangible assets, and amortization of the premium recognized on the purchase of receivables, (c) integration and deal related costs, and (d) other non-recurring items, including the impact of discrete tax items, impairment charges, asset write-offs, restructuring and related costs, loss on extinguishment of debt, and legal settlements and regulatory-related legal fees. We adjust net income for the tax effect of adjustments using our effective income tax rate, exclusive of discrete tax items. We calculate adjusted net income and adjusted net income per diluted share to eliminate the effect of items that we do not consider indicative of our core operating performance.

We have defined the non-GAAP measure adjusted net income per diluted share as the calculation previously noted divided by the weighted average diluted shares outstanding as reflected in our statement of income.

Adjusted net income and adjusted net income per diluted share are supplemental measures of operating performance that do not represent and should not be considered as an alternative to net income, net income per diluted share or cash flow from operations, as determined by GAAP. We believe it is useful to exclude non-cash share based compensation expense from adjusted net income because non-cash equity grants made at a certain price and point in time do not necessarily reflect how our business is performing at any particular time and share based compensation expense is not a key measure of our core operating performance. We also believe that amortization expense can vary substantially from company to company and from period to period depending upon their financing and accounting methods, the fair value and average expected life of their acquired intangible assets, their capital structures and the method by which their assets were acquired; therefore, we have excluded amortization expense from our adjusted net income. Integration and deal related costs represent business acquisition transaction costs, professional services fees, short-term retention bonuses and system migration costs, etc., that are not indicative of the performance of the underlying business. We also believe that certain expenses, discrete tax items, impairment charges, asset write-offs, restructuring and related costs, losses on extinguishment of debt, and legal settlements and regulatory-related legal fees do not necessarily reflect how our business is performing. We adjust net income for the tax effect of each of these adjustments using our effective income tax rate during the period, exclusive of discrete tax items.

Management uses adjusted net income, adjusted net income per diluted share, organic revenue growth and EBITDA:

• as measurements of operating performance because they assist us in comparing our operating performance on a consistent basis;

• for planning purposes, including the preparation of our internal annual operating budget;

• to allocate resources to enhance the financial performance of our business; and

• to evaluate the performance and effectiveness of our operational strategies.

Set forth below is a reconciliation of adjusted net income and adjusted net income per diluted share to the most directly comparable GAAP measure, net income and net income per diluted share (in thousands, except shares and per share amounts)*:

						Three Months Ended June 30,												Six Months Ended June 30,
(Unaudited)						2023						2022						2023						2022
Net income						$	239,702					$	262,171					$	454,537					$	480,123
Net income per diluted share						$	3.20					$	3.35					$	6.08					$	6.10
Stock-based compensation						34,748						34,017						60,844						66,648
Amortization1						57,744						57,994						117,783						115,624
Integration and deal related costs						9,580						2,957						15,465						9,210
Legal settlements/litigation						140						1,467						484						1,902
Restructuring, related and other2 costs						(595)						763						703						763
Loss on extinguishment of debt						—						1,934						—						1,934
Total pre-tax adjustments						101,617						99,132						195,279						196,081
Income taxes						(27,030)						(35,164)						(52,446)						(60,405)
Adjusted net income						$	314,289					$	326,139					$	597,370					$	615,799
Adjusted net income per diluted share						$	4.19					$	4.17					$	7.99					$	7.82
Diluted shares						75,001						78,239						74,763						78,762

1 Includes amortization related to intangible assets, premium on receivables, deferred financing costs and debt discounts.
2 Includes impact of foreign currency transactions; prior amounts were not material ($1.8 million) for recast.
*Columns may not calculate due to rounding.

EBITDA and EBITDA margin. EBITDA is defined as earnings before interest, income taxes, interest expense, net, other expense (income), depreciation and amortization, loss on extinguishment of debt, investment loss/gain and other operating, net.

The following table reconciles EBITDA and EBITDA margin to net income (in millions):

						Three Months Ended June 30,												Six Months Ended June 30,
(Unaudited)						2023						2022						2023						2022
Net income						$	239.7					$	262.2					$	454.5					$	480.1
Provision for income taxes						86.9						81.5						166.9						158.2
Interest expense, net						88.5						23.1						168.3						45.1
Other (income) expense						(2.4)						3.6						(1.7)						4.4
Investment loss (income)						—						0.2						(0.2)						0.3
Depreciation and amortization						83.7						78.5						167.9						155.3
Other operating, net						0.8						—						1.5						0.1
EBITDA						$	497.1					$	448.9					$	957.2					$	843.6
Revenues, net						$	948.2					$	861.3					$	1,849.5					$	1,650.5
EBITDA margin						52.4		%				52.1		%				51.8		%				51.1		%

Special Cautionary Notice Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about FLEETCOR’s beliefs, expectations and future performance, are forward-looking statements. Forward-looking statements can be identified by the use of words such as "anticipate," "intend," "believe," "estimate," "plan," "seek," "project" or "expect," "may," "will," "would," "could" or "should," the negative of these terms or other comparable terminology.

These forward-looking statements are not a guarantee of performance, and you should not place undue reliance on such statements. We have based these forward-looking statements largely on our current expectations and projections about future events. Forward-looking statements are subject to many uncertainties and other variable circumstances, including those discussed in "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission on February 28, 2023, many of which are outside of our control, that could cause our actual results and experience to differ materially from any forward-looking statement.

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

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

• regulatory measures, voluntary actions, or changes in consumer preferences, that impact our transaction volume; adverse changes in program fees or charges we may collect, whether through legal, regulatory or contractual changes;

• the impact of macroeconomic conditions and the current inflationary environment and whether expected trends, including retail fuel prices, fuel price spreads, fuel transaction patterns, electric vehicle, and retail lodging price trends develop as anticipated and we are able to develop successful strategies in light of these trends;

• the international operational and political risks and compliance and regulatory risks and costs associated with international operations, including the impact of the conflict between Russia and Ukraine on our business and operations;

• our ability to attract new and retain existing partners, fuel merchants, and lodging providers, their promotion and support of our products, and their financial performance;

• the failure of management assumptions and estimates, as well as differences in, and changes to, economic, market, interest rate, interchange fees, foreign exchange rates, and credit conditions, including changes in borrowers’ credit risks and payment behaviors;

• the risk of higher borrowing costs and adverse financial market conditions impacting our funding and liquidity, and any reduction in our credit ratings;

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

• our ability to securitize our trade receivables;

• the occurrence of fraudulent activity, data breaches or failures of our information security controls or cybersecurity-related incidents that may compromise our systems or customers’ information;

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

• our ability to develop and implement new technology, products, and services;

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

• the regulation, supervision, and examination of our business by foreign and domestic governmental authorities, as well as litigation and regulatory actions, including the lawsuit filed by the Federal Trade Commission (FTC);

• the impact of regulations relating to privacy, information security and data protection; use of third-party vendors and ongoing third-party business relationships; and failure to comply with anti-money laundering (AML) and anti-terrorism financing laws;

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

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

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

• the other factors and information in our Annual Report on Form 10-K and other filings that we make with the Securities and Exchange Commission (SEC) under the Exchange Act and Securities Act. See "Risk Factors" in our Annual Report on

Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission on February 28, 2023.

Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements included in this report are made only as of the date hereof. We do not undertake, and specifically disclaim, any obligation to update any such statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments.

You may get FLEETCOR’s SEC filings for free by visiting the SEC web site at www.sec.gov.

This report includes non-GAAP financial measures, which are used by FLEETCOR and investors as supplemental measures to evaluate the overall operating performance of companies in our industry. By providing these non-GAAP financial measures, together with reconciliations, we believe we are enhancing investors' understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing strategic initiatives. See "Management’s Use of Non-GAAP Financial Measures" elsewhere in this Quarterly Report on Form 10-Q for additional information regarding these GAAP financial measures and a reconciliation to the nearest corresponding GAAP measure.