Item 1. Financial Statements

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Item 1. Financial Statements

Corpay, Inc. and Subsidiaries

Consolidated Balance Sheets

(In Thousands, Except Share and Par Value Amounts)


	June 30, 2025		December 31, 2024
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	2,192,849	$	1,553,642
Restricted cash	3,338,509		2,902,703
Accounts and other receivables (less allowance for credit losses of $155,847 at June 30, 2025 and $133,757 at December 31, 2024)	2,601,292		2,090,500
Securitized accounts receivable—restricted for securitization investors	1,639,000		1,323,000

Prepaid expenses and other current assets	987,593		806,024

Total current assets	10,759,243		8,675,869
Property and equipment, net	434,319		377,705
Goodwill	6,334,018		5,984,667
Other intangibles, net	2,372,305		2,410,442
Investments	58,319		60,088
Other assets	477,022		448,260
Total assets	$	20,435,226	$	17,957,031
Liabilities and equity
Current liabilities:
Accounts payable	$	1,974,528	$	1,570,426
Accrued expenses	450,207		444,938
Customer deposits	4,143,205		3,266,126
Securitization facility	1,639,000		1,323,000
Current portion of notes payable and lines of credit	609,617		1,446,974

Other current liabilities	823,212		656,417
Total current liabilities	9,639,769		8,707,881
Notes payable and other obligations, less current portion	5,869,083		5,226,106
Deferred income taxes	379,240		439,176
Other noncurrent liabilities	579,955		437,879
Total noncurrent liabilities	6,828,278		6,103,161
Commitments and contingencies (Note 12)
Stockholders’ equity:
Common stock, $0.001 par value; 475,000,000 shares authorized; 132,115,444 shares issued and 70,610,228 shares outstanding at June 30, 2025; and 131,425,669 shares issued and 70,170,016 shares outstanding at December 31, 2024	132		131
Additional paid-in capital	3,902,867		3,811,131
Retained earnings	9,723,806		9,196,405
Accumulated other comprehensive loss	(1,436,386)		(1,713,996)
Less treasury stock, 61,505,216 shares at June 30, 2025 and 61,255,653 shares at December 31, 2024	(8,261,846)		(8,171,329)
Total Corpay stockholders’ equity	3,928,573		3,122,342
Noncontrolling interest	38,606		23,647
Total equity	3,967,179		3,145,989
Total liabilities and equity	$	20,435,226	$	17,957,031


See accompanying notes to unaudited consolidated financial statements.

Corpay, Inc. and Subsidiaries

Unaudited Consolidated Statements of Income

(In Thousands, Except Per Share Amounts)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenues, net	$	1,102,030	$	975,710	$	2,107,697	$	1,910,961
Expenses:
Processing	238,517		209,199		460,361		416,610
Selling	115,777		95,044		223,334		189,232
General and administrative	176,994		153,777		333,953		305,039
Depreciation and amortization	91,350		84,342		183,538		169,102
Other operating, net	2		9		(3)		301
Operating income	479,390		433,339		906,514		830,677
Other expenses:
Other (income) expense, net	(10,572)		4,460		(6,477)		7,420
Interest expense, net	96,872		94,677		190,794		183,765
Loss on extinguishment of debt	—		—		1,596		—
Total other expenses, net	86,300		99,137		185,913		191,185
Income before income taxes	393,090		334,202		720,601		639,492
Provision for income taxes	109,012		82,539		192,648		158,026
Net income	284,078		251,663		527,953		481,466
Less: Net (loss) income attributable to noncontrolling interest	(90)		38		552		72
Net income attributable to Corpay	$	284,168	$	251,625	$	527,401	$	481,394
Earnings per share:
Basic earnings per share attributable to Corpay	$	4.03	$	3.59	$	7.49	$	6.79
Diluted earnings per share attributable to Corpay	$	3.98	$	3.52	$	7.38	$	6.64
Weighted average shares outstanding:
Basic shares	70,546		70,107		70,432		70,934
Diluted shares	71,429		71,497		71,494		72,516

See accompanying notes to unaudited consolidated financial statements.

Corpay, Inc. and Subsidiaries

Unaudited Consolidated Statements of Comprehensive Income

(In Thousands)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Net income	$	284,078	$	251,663	$	527,953	$	481,466
Other comprehensive income (loss):
Foreign currency translation gains (losses), net of tax	271,331		(161,834)		424,941		(257,946)
Net change in derivative contracts, net of tax	(103,265)		697		(144,384)		44,819
Total other comprehensive income (loss), net of tax	168,066		(161,137)		280,557		(213,127)
Total comprehensive income	452,144		90,526		808,510		268,339
Comprehensive (loss) income attributable to noncontrolling interest	(1,640)		(2,961)		3,500		(3,169)
Comprehensive income attributable to Corpay	$	453,784	$	93,487	$	805,010	$	271,508

See accompanying notes to unaudited consolidated financial statements.

Corpay, Inc. and Subsidiaries

Unaudited Consolidated Statements of Equity

(In Thousands)


	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Corpay Stockholders' Equity		Noncontrolling Interest		Total Equity
Balance at December 31, 2024	$	131	$	3,811,131	$	9,196,405	$	(1,713,996)	$	(8,171,329)	$	3,122,342	$	23,647	$	3,145,989
Net income	—		—		243,233		—		—		243,233		642		243,875
Other comprehensive income, net of tax	—		—		—		107,994		—		107,994		4,497		112,491

Change in controlling interest	—		(11,460)		—		—		—		(11,460)		11,460		—
Acquisition of common stock	—		—		—		—		(58,718)		(58,718)		—		(58,718)
Stock-based compensation	—		18,366		—		—		—		18,366		—		18,366
Issuance of common stock	1		32,078		—		—		—		32,079		—		32,079
Balance at March 31, 2025	$	132	$	3,850,115	$	9,439,638	$	(1,606,002)	$	(8,230,047)	$	3,453,836	$	40,246	$	3,494,082
Net income	—		—		284,168		—		—		284,168		(90)		284,078
Other comprehensive income, net of tax	—		—		—		169,616		—		169,616		(1,550)		168,066
Acquisition of common stock	—		—		—		—		(31,799)		(31,799)		—		(31,799)
Stock-based compensation	—		28,868		—		—		—		28,868		—		28,868
Issuance of common stock	—		23,884		—		—		—		23,884		—		23,884
Balance at June 30, 2025	$	132	$	3,902,867	$	9,723,806	$	(1,436,386)	$	(8,261,846)	$	3,928,573	$	38,606	$	3,967,179


	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Corpay Stockholders' Equity		Noncontrolling Interest		Total Equity
Balance at December 31, 2023	$	129	$	3,266,185	$	8,192,659	$	(1,289,099)	$	(6,887,515)	$	3,282,359	$	—	$	3,282,359
Net income	—		—		229,769		—		—		229,769		34		229,803
Other comprehensive loss, net of tax	—		—		—		(51,748)		—		(51,748)		(242)		(51,990)
Acquisition of noncontrolling interest	—		—		—		—		—		—		28,057		28,057
Acquisition of common stock	—		—		—		—		(321,776)		(321,776)		—		(321,776)
Stock-based compensation	—		24,979		—		—		—		24,979		—		24,979
Issuance of common stock	1		90,837		—		—		—		90,838		—		90,838
Balance at March 31, 2024	$	130	$	3,382,001	$	8,422,428	$	(1,340,847)	$	(7,209,291)	$	3,254,421	$	27,849	$	3,282,270
Net income	—		—		251,625		—		—		251,625		38		251,663
Other comprehensive loss, net of tax	—		—		—		(158,138)		—		(158,138)		(2,999)		(161,137)

Acquisition of common stock	—		—		—		—		(633,714)		(633,714)		—		(633,714)
Stock-based compensation	—		27,108		—		—		—		27,108		—		27,108
Issuance of common stock	—		9,403		—		—		—		9,403		—		9,403
Balance at June 30, 2024	$	130	$	3,418,512	$	8,674,053	$	(1,498,985)	$	(7,843,005)	$	2,750,705	$	24,888	$	2,775,593

See accompanying notes to unaudited consolidated financial statements.

Corpay, Inc. and Subsidiaries

Unaudited Consolidated Statements of Cash Flows

(In Thousands)


	Six Months Ended June 30,
	2025		2024
Operating activities
Net income	$	527,953	$	481,466
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	58,177		58,443
Stock-based compensation	47,234		52,087
Provision for credit losses on accounts and other receivables	62,162		53,485
Amortization of deferred financing costs and discounts	4,842		4,080
Amortization of intangible assets and premium on receivables	125,361		110,659
Loss on extinguishment of debt	1,596		—

Deferred income taxes	(25,499)		(9,675)

Other non-cash operating (income) expense, net	(8,700)		98
Changes in operating assets and liabilities (net of acquisitions/disposition):
Accounts and other receivables	(740,361)		(497,284)
Prepaid expenses and other current assets	(35,197)		(76,983)
Derivative assets and liabilities, net	(43,775)		5,224
Other assets	20,903		(18,313)
Accounts payable, accrued expenses and customer deposits	1,071,400		727,818
Net cash provided by operating activities	1,066,096		891,105
Investing activities
Acquisitions, net of cash acquired	(154,648)		(59,871)
Purchases of property and equipment	(97,407)		(85,289)

Proceeds from sale of cost method investment	14,843		—
Other	14,572		(1,453)
Net cash used in investing activities	(222,640)		(146,613)
Financing activities
Proceeds from issuance of common stock	55,962		100,241
Repurchase of common stock	(90,877)		(947,074)
Borrowings on securitization facility, net	316,000		102,000
Deferred financing costs	(10,827)		(3,176)
Proceeds from notes payable	750,000		325,000
Principal payments on notes payable	(98,570)		(51,063)
Borrowings from revolver	4,490,000		4,153,000
Payments on revolver	(5,357,000)		(3,811,000)
Borrowing (payments) on swing line of credit, net	24,000		(109,247)

Other	(333)		2,081
Net cash provided by (used in) financing activities	78,355		(239,238)
Effect of foreign currency exchange rates on cash	153,202		(99,493)
Net increase in cash and cash equivalents and restricted cash	1,075,013		405,761
Cash and cash equivalents and restricted cash, beginning of period	4,456,345		3,141,535
Cash and cash equivalents and restricted cash, end of period	$	5,531,358	$	3,547,296
Supplemental cash flow information
Cash paid for interest	$	238,796	$	237,912
Cash paid for income taxes	$	261,987	$	185,333



See accompanying notes to unaudited consolidated financial statements.

Corpay, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

June 30, 2025

1. Summary of Significant Accounting Policies

Basis of Presentation

Throughout this Quarterly Report on Form 10-Q, the terms "our," "we," "us," and the "Company" refers to Corpay, Inc. and its subsidiaries. The Company prepared the accompanying unaudited interim consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. In our opinion, the unaudited interim consolidated financial statements reflect all adjustments considered necessary for fair presentation. These adjustments consist of normal recurring accruals and estimates that impact the carrying value of assets and liabilities. Actual results may differ from these estimates.

The unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Except as disclosed in these accompanying notes, there have been no material changes to the information disclosed in the Notes contained within our Annual Report on Form 10-K for the year ended December 31, 2024.

Use of estimates

The preparation of financial statements in conformity with 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. These financial statements were prepared using information reasonably available to us as of June 30, 2025 and through the date of this Quarterly Report. The accounting estimates used in the preparation of the Company’s interim 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 these estimates.

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 foreign exchange gains and losses, which are recorded within Other expense, net in the Unaudited Consolidated Statements of Income, for the three and six months ended June 30, 2025 and 2024 as follows (in millions):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Foreign exchange (gains) losses	$	(1.0)	$	3.9	$	2.7	$	7.0

The Company recorded foreign currency losses and gains on long-term intra-entity transactions included as a component of foreign currency translation gains (losses), net of tax, in the Unaudited Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2025 and 2024 as follows (in millions):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Foreign currency losses on long-term intra-entity transactions	$	83.3	$	68.4	$	111.0	$	80.8

Cash and Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the Consolidated Balance Sheets to amounts within the Unaudited Consolidated Statements of Cash Flows (in thousands):


	June 30, 2025		December 31, 2024		June 30, 2024		December 31, 2023
Cash and cash equivalents	$	2,192,849	$	1,553,642	$	1,357,567	$	1,389,648
Restricted cash	3,338,509		2,902,703		2,189,729		1,751,887
Total cash and cash equivalents and restricted cash	$	5,531,358	$	4,456,345	$	3,547,296	$	3,141,535

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 Unaudited Consolidated Statements of Income.

Revenue

The Company's revenue is generally reported net of the cost for underlying products and services purchased through its payment solutions. In this report, the Company refers to this net revenue as "revenue". Revenues from contracts with customers, within the scope of ASC 606, "Revenue Recognition", represent approximately 85% of total consolidated revenues, net, for the six months ended June 30, 2025 and 2024. In its cross-border business, the Company enters into foreign currency forwards, option derivative contracts and swaps for its customers to facilitate future payments in foreign currencies. These contracts are accounted for in accordance with ASC 815, "Derivatives and Hedging" and represent approximately 8% of total consolidated revenues for the six months ended June 30, 2025 and 2024. Additionally, the Company accounts for revenue from late fees and finance charges, in jurisdictions where permitted under local regulations, primarily in the U.S., Canada and Brazil, in accordance with ASC 310, "Receivables". Such fees are recognized net of a provision for estimated uncollectible amounts, at the time the fees and finance charges are assessed and services are provided and represent approximately 4% of total consolidated revenues, net for the six months ended June 30, 2025 and 2024. The Company's remaining revenue represents float revenue earned on invested customer funds in jurisdictions where permitted. Such revenue represented approximately 3% of consolidated revenues, net for the six months ended June 30, 2025 and 2024.

Disaggregation of Revenues

Revenues, net by segment for the three and six months ended June 30, 2025 and 2024 was as follows (in millions, except percentages):


Revenues, net by Segment*	Three Months Ended June 30,								Six Months Ended June 30,
	2025		%		2024		%		2025		%		2024		%
Vehicle Payments	$	525.5	48	%	$	510.3	52	%	$	1,012.6	48	%	$	1,004.3	53	%
Corporate Payments	391.9		36	%	288.5		30	%	744.6		35	%	553.9		29	%
Lodging Payments	119.8		11	%	122.4		13	%	230.0		11	%	233.7		12	%
Other	64.8		6	%	54.6		6	%	120.5		6	%	119.1		6	%
Consolidated revenues, net	$	1,102.0	100	%	$	975.7	100	%	$	2,107.7	100	%	$	1,911.0	100	%

*Columns may not calculate due to rounding.

Revenue by geography for the three and six months ended June 30, 2025 and 2024 was as follows (in millions, except percentages):


Revenues, net by Geography*	Three Months Ended June 30,								Six Months Ended June 30,
	2025		%		2024		%		2025		%		2024		%
United States	$	541.4	49	%	$	507.0	52	%	$	1,048.7	50	%	$	988.6	52	%
Brazil	170.3		15	%	149.6		15	%	332.8		16	%	298.4		16	%
United Kingdom	148.2		13	%	133.1		14	%	294.2		14	%	262.1		14	%
Other	242.2		22	%	186.0		19	%	432.0		20	%	361.9		19	%
Consolidated revenues, net	$	1,102.0	100	%	$	975.7	100	%	$	2,107.7	100	%	$	1,911.0	100%


*Columns may not calculate due to rounding. Disclosure has been conformed in all periods to align with current presentation, which is based on the geographic location of the legal entity.

Contract Liabilities

Deferred revenue contract liabilities for customers subject to ASC 606 were $35.9 million and $39.0 million as of June 30, 2025 and December 31, 2024, respectively. We expect to recognize approximately $27.8 million of these amounts in revenues within 12 months and the remaining $8.1 million over the next five years as of June 30, 2025. Revenue recognized in the six months ended June 30, 2025 that was included in the deferred revenue contract liability as of December 31, 2024 was approximately $20.7 million.

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 setoff exists, which the Company believes to be enforceable. As such, the Company has netted spot trade liabilities against spot trade receivables at the counterparty 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 at June 30, 2025 and December 31, 2024 (in millions):


	June 30, 2025						December 31, 2024
	Gross		Offset on the Balance Sheet		Net		Gross		Offset on the Balance Sheet		Net
Assets
Accounts Receivable	$	7,998.3	$	(7,795.7)	$	202.6	$	2,305.6	$	(2,131.8)	$	173.8
Liabilities
Accounts Payable	$	8,042.0	$	(7,795.7)	$	246.3	$	2,218.3	$	(2,131.8)	$	86.5

Reclassifications

During the year ended December 31, 2024, the Company adopted ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." Segment disclosures for the prior year period herein have been modified to conform with the new Accounting Standards Updates ("ASU") disclosure requirements.

Recent Accounting Pronouncements Not Yet Adopted

Income Taxes

In December 2023, the Financial Accounting Standards Board (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, but retrospective application is permitted. We are currently evaluating the impact that this guidance will have on the disclosures within our consolidated financial statements.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU No. 2024-03, "Disaggregation of Income Statement Expenses". The ASU, among other items, requires additional financial statement disclosures in tabular format disaggregating information about prescribed categories (including employee compensation, depreciation and amortization) underlying any relevant income statement expense captions. The ASU is effective on a prospective basis for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption and retrospective application permitted. We are currently evaluating the impact this guidance will have on the disclosures within our consolidated financial statements.

2. Accounts and Other Receivables

The Company's accounts receivable and securitized accounts receivable include the following at June 30, 2025 and December 31, 2024 (in thousands):


	June 30, 2025		December 31, 2024
Gross domestic accounts receivable	$	1,116,741	$	945,714
Gross domestic securitized accounts receivable	1,639,000		1,323,000
Gross foreign receivables	1,640,398		1,278,543


Total gross receivables	4,396,139		3,547,257
Less allowance for credit losses	(155,847)		(133,757)
Net accounts and securitized accounts receivables	$	4,240,292	$	3,413,500

The Company maintains a $1.8 billion revolving trade accounts receivable securitization facility (as amended from time to time, the "Securitization Facility"). Accounts receivable collateralized within our Securitization Facility relate to trade receivables resulting primarily from charge card activity and other customer receivables in the U.S. Pursuant to the terms of the Securitization Facility, the Company transfers in the form of a legal sale certain of its domestic receivables, on a revolving basis, to FLEETCOR Funding LLC ("Funding"), a wholly-owned bankruptcy remote consolidated subsidiary. In turn, Funding transfers in the form of a legal sale, without recourse, on a revolving basis, an undivided ownership interest in this pool of accounts receivable to unrelated transferees (i.e., multi-seller banks and asset-backed commercial paper conduits). Funding retains a residual, subordinated interest in cash flow distribution from the transferred receivables and provides to the transferees an incremental pledge of unsold receivables as a form of over-collateralization to enhance the credit of the transferred receivables. Purchases by the banks and conduits 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. The Company has agreed to continue servicing the sold receivables for the financial institution at market rates, which approximates the Company’s cost of servicing. Funding determines the level of funding achieved by the sale of trade accounts receivable, subject to a maximum amount. As the Company maintains certain continuing involvement in the transferred/sold receivables, it does not derecognize the receivables from its Consolidated Balance Sheets. Instead, the Company records cash proceeds and any residual interest received as a Securitization Facility liability.

The Company’s Consolidated Balance Sheets and Statements of Income reflect the activity related to securitized accounts receivable and the corresponding securitized debt, including interest income, fees generated from late payments, provision for losses on accounts receivable and interest expense. The cash flows from borrowings and repayments associated with the securitized debt are presented as cash flows from financing activities. The maturity date for the Company's Securitization Facility is the earlier of January 24, 2028 or the first maturity date of any loan under the Company's Credit Agreement, which is June 24, 2027.

A roll forward of the Company’s allowance for credit losses related to accounts receivable for the six months ended June 30, 2025 and 2024 is as follows (in thousands):


	2025		2024
Allowance for credit losses beginning of period	$	133,757	$	180,163
Provision for credit losses	62,162		53,485
Write-offs	(55,724)		(85,262)
Recoveries	3,927		6,470
Impact of foreign currency	11,725		(15,518)

Allowance for credit losses end of period	$	155,847	$	139,338

The provision for credit losses increased during the six months ended June 30, 2025 versus the comparable prior period primarily due to growth of the business, as credit loss expense as a percentage of spend was consistent with the comparable prior period. Write-offs include receivables for which a full allowance was previously provided.

3. Fair Value Measurements

The following table presents the Company’s financial assets and liabilities which are measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024 (in thousands):


	Fair Value		Level 1		Level 2		Level 3
June 30, 2025
Assets:
Overnight deposits	$	158,968	$	—	$	158,968	$	—
Money market	275,224		—		275,224		—
Certificates of deposit	295,225		—		295,225		—
Treasury bills	342,137		—		342,137		—
Interest rate swaps	4,548		—		4,548		—
Cross-currency interest rate swaps	13,361		—		13,361		—
Foreign exchange contracts	968,727		—		968,727		—
Total assets	$	2,058,190	$	—	$	2,058,190	$	—
Cash collateral for foreign exchange contracts	$	65,351
Liabilities:
Interest rate swaps	$	25,260	$	—	$	25,260	$	—
Cross-currency interest rate swaps	168,459		—		168,459		—
Foreign exchange contracts	815,553		—		815,553		—
Total liabilities	$	1,009,272	$	—	$	1,009,272	$	—
Cash collateral obligation for foreign exchange contracts	$	622,766

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 swaps	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 level within the fair value hierarchy and the measurement technique are reviewed quarterly. The valuation techniques and inputs used to estimate the fair value of the Company's Level 2 assets and liabilities are consistent with those used at December 31, 2024. 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 June 30, 2025 and December 31, 2024.

The Company regularly evaluates the carrying value of its investments. The carrying amount of investments without readily determinable fair values was $58.3 million and $60.1 million at June 30, 2025 and December 31, 2024, respectively.

4. 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 up to $9.1 billion of its common stock from time to time until February 4, 2026.

During the six months ended June 30, 2025, the Company repurchased 249,563 shares for an aggregate purchase price of $90.5 million. Since the beginning of the Program through June 30, 2025, 33,340,243 shares have been repurchased for an aggregate purchase price of $7.9 billion, leaving the Company up to $1.2 billion of remaining authorization available under the Program for future repurchases of shares of its common stock.

5. Stock-Based Compensation

The following table summarizes the expense recognized within general and administrative expenses in the Unaudited Consolidated Statements of Income related to stock-based compensation for the three and six months ended June 30, 2025 and 2024 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Stock options	$	6,955	$	5,123	$	12,269	$	11,242
Restricted stock	21,913		21,985		34,965		40,845
Stock-based compensation	$	28,868	$	27,108	$	47,234	$	52,087

The tax benefits recorded on stock-based compensation and upon the exercises of options were $25.9 million and $18.4 million for the six months ended June 30, 2025 and 2024, respectively.

The following table summarizes the Company’s total unrecognized compensation cost related to outstanding stock awards as of June 30, 2025 (cost in thousands):


	Unrecognized Compensation Cost		Weighted Average Period of Expense Recognition Remaining (in Years)
Stock options	$	35,911	1.66
Restricted stock	69,363		1.03
Total	$	105,274

Stock Options

The following summarizes the changes in the number of shares of stock options outstanding for the six months ended June 30, 2025 (shares and aggregate intrinsic value in thousands):


	Shares	Weighted Average Exercise Price		Options Exercisable at End of Period	Weighted Average Exercise Price of Exercisable Options		Weighted Average Fair Value of Options Granted During the Period		Aggregate Intrinsic Value
Outstanding at December 31, 2024	2,484	$	191.97	1,760	$	171.95			$	364,092
Granted	179	334.98					$	93.52
Exercised	(374)	148.60							$	80,756
Forfeited	(45)	233.65
Outstanding at June 30, 2025	2,244	$	209.78	1,574	$	185.53			$	277,718
Expected to vest as of June 30, 2025	669	$	266.83

The aggregate intrinsic value of stock options exercisable at June 30, 2025 was $230.3 million. The weighted average remaining contractual term of options exercisable at June 30, 2025 was 3.2 years.

Restricted Stock

The following table summarizes the changes in the number of shares of restricted stock awards and restricted stock units outstanding for the six months ended June 30, 2025 (shares in thousands):


	Shares	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2024	460	$	260.23
Granted	67	323.11
Issued	(234)	256.04
Cancelled	(27)	266.22
Outstanding at June 30, 2025	266	$	304.42

6. Acquisitions and Investments

2025 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.

The following table summarizes the preliminary acquisition accounting for the Gringo acquisition noted above (in thousands):


Trade and other receivables	$	9,168
Prepaid expenses and other current assets	4,284
Other long term assets	847
Goodwill	122,362
Intangibles	34,537
Accounts payable	(1,200)
Other current liabilities	(5,036)
Other noncurrent liabilities	(12,048)


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	13,627
Customer and vendor relationships	2 to 20	7,453
		$	34,537

Strategic Partnership

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 includes an investment in the Company's Cross-Border business with Mastercard acquiring a 2.8% interest in the Cross-Border business for $300 million. For six months starting on July 1, 2027 (subject to extension if investment closing is delayed), Mastercard will have the right to sell its interest back to the Company. If Mastercard does not exercise that right, for four months starting on April 1, 2028 (subject to extension if investment closing is delayed), the Company will have a reciprocal repurchase right. In each case, the purchase price is the amount of invested capital plus 8% per annum, compounded annually. The investment into the Company’s Cross-Border business is expected to close during the second half of 2025.

Minority Investment

In May 2025, the Company and TPG formed a limited partnership that, through its wholly owned subsidiaries, entered into a definitive agreement to acquire AvidXchange Holdings, Inc (NASDAQ: AVDX) (“AvidXchange”). AvidXchange is a provider of accounts payable (AP) automation solutions to lower middle market companies with a focus on several verticals including real estate, homeowners associations, financial institutions and media. The transaction is expected to close in the fourth quarter of 2025, subject to regulatory approvals, AvidXchange shareholder approval and other standard closing conditions.

The Company expects to invest approximately $550 million for approximately 34% of the equity in the limited partnership with TPG for an enterprise valuation of approximately $1.9 billion. The partnership will utilize approximately $450 million of debt financing to consummate the transaction. TPG will hold approximately 56% of the equity, and the management team of AvidXchange will hold 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 all the remaining outstanding equity in the limited partnership for approximately 2.5 times invested capital. If the Company does not exercise such right to acquire all of the remaining outstanding equity and TPG decides to sell the limited partnership to a third party within a period of 15 months thereafter, the Company will guarantee a return to its partners, subject to certain limitations, of approximately 1.6 times invested capital (the minimum return payment). The partnership will ultimately need to sell AvidXchange in 2029 for an approximately similar valuation as today’s acquisition price to avoid the requirement to pay any minimum return.

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 accounts payables automation solutions, for approximately $179.2 million, net of cash and cash equivalents and restricted cash acquired of $309 million. The Company preliminarily recorded goodwill of approximately $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 expected to be 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 business-to-business 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 preliminarily recorded goodwill of approximately $335.2 million representing the strategic benefits of the acquisition of GPS, which further scales the Company's cross-border solution. All of the goodwill attributable to the acquisition of GPS is expected to be deductible for tax purposes.

The aggregate consideration paid for these acquisitions was approximately $815.9 million, net of cash and cash equivalents and restricted cash of $509.0 million. The Company financed the acquisitions using a combination of available cash and borrowings under its existing credit facility. Results from these acquisitions have been included in the Company's consolidated results from the respective date of each acquisition. Results from the Zapay acquisition have been included in the Company's Vehicle Payments segment and the results of both Paymerang and GPS have been included in the Company's Corporate Payments segment. In connection with certain of the 2024 acquisitions, the Company signed noncompete agreements valued at approximately $26.6 million, which were accounted for separately from the business acquisition and recorded within other intangibles, net in the Company’s Consolidated Balance Sheets.

All of the 2024 acquisitions are accounted for as business combinations. Acquisition accounting for Paymerang and GPS is still preliminary. The primary areas of the preliminary acquisition accounting that are not yet finalized relate to the following: (i) finalizing the review and valuation of intangible assets, including key assumptions, inputs and estimates and certain useful life assumptions, (ii) compiling and reviewing customer deposits records, (iii) finalizing the Company's estimate of the impact of acquisition accounting on deferred income taxes or liabilities, (iv) finalizing the Company's review of certain working capital accounts acquired, and (v) finalizing the evaluation and valuation of certain legal matters and/or other loss contingencies, including those that the Company may not yet be aware of but meet the requirement to qualify as a pre-acquisition contingency.

There were no material measurement period adjustments recorded during the three and six months ended June 30, 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	712,394
Intangibles	584,102
Accounts payable	(55,504)
Other current liabilities	(463,627)
Other noncurrent liabilities	(94,873)
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 and vendor relationships	2 to 20	534,479
		$	584,102

7. Goodwill and Other Intangibles

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


	December 31, 2024		Acquisitions1		Acquisition Accounting Adjustments		Foreign Currency		June 30, 2025





Goodwill	$	5,984,667	$	122,362	$	1,845	$	225,144	$	6,334,018

1 Reflects the recognition of preliminary goodwill assigned to the Vehicle Payments segment related to the Gringo acquisition completed by the Company during the six months ended June 30, 2025.

At June 30, 2025, the Company's goodwill is presented net of accumulated impairment losses of $90.0 million, all of which were recorded during the year ended December 31, 2024.

As of June 30, 2025 and December 31, 2024, other intangibles consisted of the following (in thousands):


		June 30, 2025						December 31, 2024
	Weighted- Avg Useful Lives (Years)	Gross Carrying Amounts		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amounts		Accumulated Amortization		Net Carrying Amount
Customer and vendor relationships	16.7	$	3,579,274	$	(1,797,596)	$	1,781,678	$	3,476,642	$	(1,624,079)	$	1,852,563
Trade names and trademarks—indefinite lived	N/A	443,703		—		443,703		410,391		—		410,391
Trade names and trademarks—other	2.6	68,121		(18,664)		49,457		66,047		(13,055)		52,992
Software	5.8	330,699		(263,944)		66,755		306,296		(245,038)		61,258
Non-compete agreements	3.8	58,577		(27,865)		30,712		52,412		(19,174)		33,238

Total other intangibles		$	4,480,374	$	(2,108,069)	$	2,372,305	$	4,311,788	$	(1,901,346)	$	2,410,442
N/A = Not Applicable

Changes in foreign exchange rates resulted in a $59.6 million increase to the net carrying values of other intangibles in the six months ended June 30, 2025. Amortization expense related to intangible assets for the six months ended June 30, 2025 and 2024 was $125.3 million and $110.6 million, respectively.

The future estimated amortization of intangible assets at June 30, 2025 is as follows (in thousands):


Remaining 2025	$	236,509
2026	221,808
2027	207,850
2028	195,611
2029	179,182
Thereafter	887,642

8. Debt

The Company is party to a $8.25 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 includes a Term Loan A, a Term Loan B and a revolving credit facility. As noted in footnote 2, the Company is also party to the Securitization Facility.

The balances of the Company’s debt instruments under the Credit Agreement and the Securitization Facility are as follows (in thousands):


	June 30, 2025		December 31, 2024
Term Loan A note payable, net of discounts	$	3,000,926	$	3,083,037
Term Loan B note payable, net of discounts	3,057,699		2,327,174
Revolving line of credit facilities	419,000		1,262,000
Other obligations	1,075		869



Total notes payable, credit agreements and other obligations	6,478,700		6,673,080
Securitization Facility	1,639,000		1,323,000
Total debt	$	8,117,700	$	7,996,080
Current portion	$	2,248,617	$	2,769,974
Long-term portion	5,869,083		5,226,106
Total debt	$	8,117,700	$	7,996,080

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.

The Company was in compliance with all financial and non-financial covenants under the Credit Agreement and Securitization Facility at June 30, 2025.

The contractual maturities of the Company’s total notes payable, credit agreements and other obligations at June 30, 2025 were as follows (in thousands):


Remaining 2025	$	518,674
2026	197,140
2027	2,786,203
2028	2,996,342

Thereafter	—
Total principal payments	6,498,359
Less: debt discounts and issuance costs included in debt	(19,659)
Total notes payable, credit agreements and other obligations	$	6,478,700

9. Income Taxes

The Company's effective tax rate was 27.7% and 24.7% for the three months ended June 30, 2025 and 2024, respectively. The Company's effective tax rate was 26.7% and 24.7% for the six months ended June 30, 2025 and 2024, respectively. Income tax expense is based on an estimated annual effective rate, which requires the Company to make its 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 and six months ended June 30, 2025 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 tax-es on interest income from intercompany notes. For the three and six months ended June 30, 2025, the effective tax rate increased compared to the comparable prior year periods due to the mix of earnings, the adoption of Pillar Two legislation, which resulted in a global minimum tax at a rate of 15% that impacted two jurisdictions in which the Company operates, and due to new state apportionment rules resulting in the revaluation of deferreds in the current period.

10. Earnings Per Share

The calculation and reconciliation of basic and diluted earnings per share attributable to Corpay for the three and six months ended June 30, 2025 and 2024 is as follows (in thousands, except per share data):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Net income attributable to Corpay	$	284,168	$	251,625	$	527,401	$	481,394
Denominator for basic earnings per share	70,546		70,107		70,432		70,934
Dilutive securities	883		1,390		1,062		1,582
Denominator for diluted earnings per share	71,429		71,497		71,494		72,516
Basic earnings per share attributable to Corpay	$	4.03	$	3.59	$	7.49	$	6.79
Diluted earnings per share attributable to Corpay	$	3.98	$	3.52	$	7.38	$	6.64

Diluted earnings per share attributable to Corpay for the three months ended June 30, 2025 and 2024 excludes the effect of 0.3 million and 0.5 million shares, respectively, of common stock that may be issued upon the exercise of employee stock options because such effect would be anti-dilutive. Diluted earnings per share attributable to Corpay also excludes the effect of an immaterial amount of performance-based restricted stock for which the performance criteria have not yet been achieved for the three month periods ended June 30, 2025 and 2024.

11. Segments

The Company’s segment results are as follows for the three and six month periods ended June 30, 2025 and 2024 (in thousands)*:


	Three Months Ended June 30, 2025
	Vehicle Payments2		Corporate Payments		Lodging Payments		Other		Total
Revenues, net	$	525,525	$	391,904	$	119,790	$	64,811	$	1,102,030
Expenses:
Processing	98,944		77,456		30,520		31,597		238,517
Selling	47,901		56,515		8,175		3,186		115,777
General and administrative	82,519		66,135		18,559		9,781		176,994
Depreciation	17,219		7,515		3,784		1,262		29,780
Amortization	28,808		23,079		9,176		507		61,570

Other operating, net	2		—		—		—		2

Operating income	$	250,131	$	161,205	$	49,576	$	18,478	479,390
Other expenses:
Other (income) expense, net									(10,572)
Interest expense, net									96,872

Total other expenses									86,300
Income before income taxes									$	393,090


	Three Months Ended June 30, 2025
	Vehicle Payments		Corporate Payments		Lodging Payments		Other		Total
Other segment disclosures3:
Capital expenditures	$	34,917	$	10,095	$	5,107	$	2,517	$	52,636


	Six Months Ended June 30, 2025
	Vehicle Payments2		Corporate Payments		Lodging Payments		Other		Total
Revenues, net	$	1,012,635	$	744,563	$	230,015	$	120,484	$	2,107,697
Expenses:
Processing	188,694		155,028		60,498		56,141		460,361
Selling	93,801		108,470		15,635		5,428		223,334
General and administrative	156,483		123,202		35,226		19,042		333,953
Depreciation	34,116		13,859		7,510		2,691		58,176
Amortization	59,186		46,893		18,274		1,009		125,362

Other operating, net	(3)		—		—		—		(3)

Operating income	$	480,357	$	297,111	$	92,871	$	36,175	906,514
Other expenses:
Other (income) expense, net									(6,477)
Interest expense, net									190,794
Loss on early extinguishment of debt									1,596
Total other expenses									185,913
Income before income taxes									$	720,601


	Six Months Ended June 30, 2025
	Vehicle Payments		Corporate Payments		Lodging Payments		Other		Total
Other segment disclosures3:
Capital expenditures	$	65,595	$	17,675	$	9,836	$	4,301	$	97,407


	Three Months Ended June 30, 2024
	Vehicle Payments2		Corporate Payments		Lodging Payments		Other		Total
Revenues, net	$	510,278	$	288,479	$	122,377	$	54,576	$	975,710
Expenses:
Processing	94,241		59,796		28,847		26,315		209,199
Selling	45,101		41,307		6,732		1,904		95,044
General and administrative	79,137		46,123		18,442		10,075		153,777
Depreciation	17,633		7,336		3,188		1,356		29,513
Amortization	32,132		13,362		8,777		558		54,829
Other operating, net	9		—		—		—		9
Operating income	$	242,025	$	120,556	$	56,391	$	14,367	433,339
Other expenses:
Other expense, net									4,460
Interest expense, net									94,677

Total other expenses									99,137
Income before income taxes									$	334,202


	Three Months Ended June 30, 2024
	Vehicle Payments		Corporate Payments		Lodging Payments		Other		Total
Other segment disclosures3:
Capital expenditures	$	30,254	$	7,581	$	4,589	$	1,673	$	44,097


	Six Months Ended June 30, 2024
	Vehicle Payments2		Corporate Payments		Lodging Payments		Other		Total
Revenues, net	$	1,004,339	$	553,875	$	233,672	$	119,075	$	1,910,961
Expenses:
Processing	188,294		115,165		58,028		55,123		416,610
Selling	88,088		83,156		12,899		5,089		189,232
General and administrative	160,046		88,611		35,467		20,915		305,039
Depreciation	35,346		14,273		6,025		2,800		58,444
Amortization	64,741		27,228		17,570		1,119		110,658
Other operating, net	105		176		16		4		301
Operating income	$	467,720	$	225,267	$	103,668	$	34,022	830,677
Other expenses:
Other expense, net									7,420
Interest expense, net									183,765

Total other expenses									191,185
Income before income taxes									$	639,492


	Six Months Ended June 30, 2024
	Vehicle Payments		Corporate Payments		Lodging Payments		Other		Total
Other segment disclosures3:
Capital expenditures	$	58,448	$	14,857	$	9,415	$	2,569	$	85,289

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

1 Results from Gringo acquired in the first quarter of 2025 are reported in the Vehicle Payments segment from the date of acquisition.

2 Results from Zapay acquired in the first quarter of 2024 are reported in the Vehicle Payments segment from the date of acquisition.

3 Total assets for each reportable segment are not presented as the Chief Operating Decision Maker ("CODM") does not evaluate performance or allocate resources based on segment assets.

12. Commitments and Contingencies

In the ordinary course of business, the Company is involved in various pending or threatened legal actions, arbitration proceedings, claims, subpoenas and matters relating to compliance with laws and regulations (collectively, "legal proceedings"). Based on our current knowledge, management presently does not believe that the liabilities arising from these legal proceedings will have a material adverse effect on our consolidated financial condition, results of operations or cash flows. However, it is possible that the ultimate resolution of these legal proceedings could have a material adverse effect on our results of operations and financial condition for any particular period.

Derivative Lawsuits

On July 10, 2017, a shareholder derivative complaint was filed against the Company and certain of the Company’s directors and officers in the United States District Court for the Northern District of Georgia ("Federal Derivative Action") seeking recovery from the Company. The District Court dismissed the Federal Derivative Action on October 21, 2020 and the United States Court of Appeals for the Eleventh Circuit affirmed the dismissal on July 27, 2022, ending the lawsuit. A similar derivative lawsuit that had been filed on January 9, 2019 in the Superior Court of Gwinnett County, Georgia (“State Derivative Action”) was likewise dismissed on October 31, 2022.

On January 20, 2023, the previous State Derivative Action plaintiffs filed a new derivative lawsuit in the Superior Court of Gwinnett County, Georgia. The new lawsuit, City of Aventura Police Officers’ Retirement Fund, derivatively on behalf of FleetCor Technologies, Inc. v. Ronald F. Clarke and Eric R. Dey, alleges that the defendants breached their fiduciary duties by causing or permitting the Company to engage in unfair or deceptive marketing and billing practices, making false and misleading public statements concerning the Company’s fee charges and financial and business prospects and making improper sales of stock. The complaint sought approximately $118 million in monetary damages on behalf of the Company, including contribution by defendants as joint tortfeasors with the Company in unfair and deceptive practices and disgorgement of incentive pay and stock compensation. On January 24, 2023, the previous Federal Derivative Action plaintiffs filed a similar new derivative lawsuit, Jerrell Whitten, derivatively on behalf of FleetCor Technologies, Inc. v. Ronald F. Clarke and Eric R. Dey, against Mr. Clarke and Mr. Dey in Gwinnett County, Georgia. On May 1, 2024, both pending derivative cases were transferred to the Fulton County Metro Atlanta Business Case Division and consolidated as In re Corpay, Inc. Shareholder Derivative Litigation, CAFN 2023CV383303 (consolidated with CAFN 2023CV381421). On July 10, 2024, the defendants filed a motion to dismiss the consolidated lawsuit. The defendants dispute the allegations in the consolidated derivative action and intend to vigorously defend against the claims.

On April 1, 2025, the Court granted defendants’ motion to dismiss the consolidated lawsuit. Plaintiffs did not appeal.

FTC Matter

In October 2017, the Federal Trade Commission (FTC) issued a Notice of Civil Investigative Demand to the Company for the production of documentation and a request for responses to written interrogatories. After discussions with the Company, the FTC proposed in October 2019 to resolve potential claims relating to the Company’s advertising and marketing practices, principally in its U.S. direct fuel card business within its North American Fuel Card business. The parties reached impasse primarily related to what the Company believes are unreasonable demands for redress made by the FTC.

On December 20, 2019, the FTC filed a lawsuit in the Northern District of Georgia against the Company and Ron Clarke. See FTC v. FleetCor and Ronald F. Clarke, No. 19-cv-05727 (N.D. Ga.). The complaint alleges the Company and Clarke violated the FTC Act’s prohibitions on unfair and deceptive acts and practices. The complaint seeks among other things injunctive relief, consumer redress and costs of suit. The Company continues to believe that the FTC’s claims are without merit. On April 17, 2021, the FTC filed a motion for summary judgment. On April 22, 2021, the United States Supreme Court held unanimously in AMG Capital Management v. FTC that the FTC does not have authority under current law to seek monetary redress by means

of Section 13(b) of the FTC Act, which is the means by which the FTC has sought such redress in this case. The Company cross-moved for summary judgment regarding the FTC’s ability to seek monetary or injunctive relief on May 17, 2021. On August 13, 2021, the FTC filed a motion to stay or to voluntarily dismiss without prejudice the case pending in the Northern District of Georgia in favor of a parallel administrative action under Section 5 of the FTC Act that it filed on August 11, 2021 in the FTC’s administrative process. Apart from the jurisdiction and statutory change, the FTC’s administrative complaint makes the same factual allegations as the FTC’s original complaint filed in December 2019. The FTC’s administrative action was stayed pending resolution of the case in federal court. On August 9, 2022, the District Court for the Northern District of Georgia granted the FTC's motion for summary judgment as to liability for the Company and Ron Clarke, but granted the Company's motion for summary judgment as to the FTC's claim for monetary relief as to both the Company and Ron Clarke.

On June 8, 2023, the Court issued an Order for Permanent Injunction and Other Relief. The Company filed its notice of appeal to the United States Court of Appeals for the Eleventh Circuit on August 3, 2023. On August 17, 2023, the FTC Commission ordered that the stay of the parallel Section 5 administrative action will remain in place during the pendency of the Eleventh Circuit appeal. Oral argument in the Eleventh Circuit appeal was held on January 21, 2025. The Company has incurred and continues to incur legal and other fees related to this FTC complaint. Any settlement of this matter, or defense against the lawsuit, could involve costs to the Company, including legal fees, redress, penalties and remediation expenses.

Estimating an amount or range of possible losses resulting from litigation proceedings is inherently difficult and requires an extensive degree of judgment, particularly where, as here, the matters involve indeterminate claims for monetary damages and are in the stages of the proceedings where key factual and legal issues have not been resolved. For these reasons, the Company is currently unable to predict the ultimate timing or outcome of, or reasonably estimate the possible losses or a range of possible losses resulting from, the matters described above.

13. Derivative Financial Instruments and Hedging Activities

Foreign Currency Derivatives

The Company uses derivatives to facilitate cross-currency corporate payments by writing derivatives to customers within its cross-border solution. The Company writes derivatives, primarily foreign currency forward contracts, option contracts and swaps, mostly with small and medium size enterprises that are customers and derives a currency spread from this activity.

Derivative transactions associated with the Company's cross-border solution include:

Forward contracts, which are commitments to buy or sell at a future date a currency at a contract price and will be settled in cash.
Option contracts, which give the purchaser the right, but not the obligation, to buy or sell within a specified time a currency at a contracted price that may be settled in cash.
Swap contracts, which are commitments to settlement in cash at a future date or dates, usually on an overnight basis.

The credit risk inherent in derivative agreements represents the possibility that a loss may occur from the nonperformance of a counterparty to the agreements. Concentrations of credit and performance risk may exist with counterparties, which includes customers and banking partners, as the Company is 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 $110.6 billion and $93.0 billion as of June 30, 2025 and December 31, 2024. 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 June 30, 2025 and December 31, 2024 (in millions):


	June 30, 2025
	Fair Value, Gross				Fair Value, Net
	Derivative Assets		Derivative Liabilities		Derivative Assets		Derivative Liabilities
Derivatives - undesignated:
Foreign exchange contracts	$	1,894.1	$	1,741.0	$	968.7	$	815.6


	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 June 30, 2025 and December 31, 2024, the Company had received collateral of $65.4 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 June 30, 2025 and December 31, 2024, the Company had posted collateral of $622.8 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 Unaudited 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 June 30, 2025 and December 31, 2024 (in millions):


		June 30, 2025		December 31, 2024
	Balance Sheet Classification	Fair Value

Derivative Assets	Prepaid expenses and other current assets	$	730.9	$	630.2
Derivative Assets	Other assets	$	237.9	$	203.5
Derivative Liabilities	Other current liabilities	$	609.3	$	538.6
Derivative Liabilities	Other noncurrent liabilities	$	206.2	$	185.7

Cash Flow Hedges

As of June 30, 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	4.01%	7/31/2025
$500	3.80%	1/31/2026
$1,500	4.15%	7/31/2026
$750	4.14%	1/31/2027
$500	4.19%	7/31/2027
$250	4.00%	1/31/2028
$500	3.19%	7/31/2028

The purpose of these contracts is to reduce the variability of cash flows in interest payments associated with the Company's unspecified variable rate debt, the sole source of which is due to changes in the Secured Overnight Financing Rate ("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 $7.8 million and $25.2 million from accumulated other comprehensive loss resulting in a benefit to interest expense, net for the six months ended June 30, 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 Unaudited Consolidated Statements of Cash Flows, as such cash flows relate to hedged interest payments which are also 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 following table presents the fair value of the Company’s interest rate swap contracts, as well as their classification on the accompanying Consolidated Balance Sheets, as of June 30, 2025 and December 31, 2024 (in millions). See Note 3 for additional information on the fair value of the Company’s swap contracts.


		June 30, 2025		December 31, 2024
	Balance Sheet Classification	Fair Value
Derivatives designated as cash flow hedges:
Swap contracts	Prepaid expenses and other current assets	$	4.5	$	9.7
Swap contracts	Other assets	$	—	$	10.0
Swap contracts	Other current liabilities	$	10.6	$	3.9
Swap contracts	Other noncurrent liabilities	$	14.7	$	6.0

As of June 30, 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, net within the next 12 months is approximately $6.0 million.

Net Investment Hedges

The Company enters into cross-currency interest rate swaps that are designated as net investment hedges of our investments in foreign-denominated operations. Such contracts effectively convert the U.S. dollar equivalent notional amounts to obligations denominated in the respective foreign currency and partially offset the impact of changes in currency rates on such foreign-denominated net investments. These contracts also create a positive interest differential on the U.S. dollar-denominated portion of the swaps, resulting in interest rate savings on the USD notional.

At June 30, 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 $11.9 million and $5.1 million in interest expense, net for the six months ended June 30, 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 Unaudited 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 June 30, 2025 and December 31, 2024 (in millions).


		June 30, 2025		December 31, 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	$	59.1	$	—
Net investment hedge	Other noncurrent liabilities	$	109.3	$	5.2

In January 2025, the Company terminated its existing CAD cross-currency interest rate swaps designated as net investment hedges and subsequently entered into four new cross-currency interest rate swaps designated as net investment hedges of its investments in CAD-denominated operations. These contracts effectively convert an aggregate $800 million of U.S. dollar equivalent to an obligation denominated in CAD and partially offset the impact of changes in currency rates on our CAD-denominated net investments. These contracts also create a positive interest differential on the U.S. dollar-denominated portion of the swap, resulting in a weighted average interest rate savings of 1.35% on the USD notional.

As of June 30, 2025, the estimated net amount of the existing benefit related to the Company's cross-currency interest rate swaps designated 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 $23.2 million.

14. Accumulated Other Comprehensive Loss (AOCL)

The changes in the components of AOCL, net of tax and noncontrolling interest, for the six months ended June 30, 2025 and 2024 are as follows (in thousands):


	June 30, 2025
	Cumulative Foreign Currency Translation		Unrealized (Losses) Gains on Derivative Instruments		Total Accumulated Other Comprehensive Loss Attributable to Corpay
Balance at December 31, 2024	$	(1,749,040)	$	35,044	$	(1,713,996)
Other comprehensive income (loss) before reclassifications	421,994		(188,668)		233,326
Amounts reclassified from AOCL	—		(7,784)		(7,784)
Tax effect	—		52,068		52,068
Other comprehensive income (loss), net of tax	421,994		(144,384)		277,610
Balance at June 30, 2025	$	(1,327,046)	$	(109,340)	$	(1,436,386)


	June 30, 2024
	Cumulative Foreign Currency Translation		Unrealized Gains (Losses) on Derivative Instruments		Total Accumulated Other Comprehensive Loss Attributable to Corpay
Balance at December 31, 2023	$	(1,258,282)	$	(30,817)	$	(1,289,099)
Other comprehensive (loss) income before reclassifications	(254,705)		85,316		(169,389)
Amounts reclassified from AOCL	—		(25,238)		(25,238)
Tax effect	—		(15,259)		(15,259)
Other comprehensive (loss) income, net of tax	(254,705)		44,819		(209,886)
Balance at June 30, 2024	$	(1,512,987)	$	14,002	$	(1,498,985)

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 tables above, for the six months ended June 30, 2025 and 2024 consisted of foreign currency translation gains of $3.5 million and foreign currency translation losses of $3.2 million, respectively.

15. Subsequent Events

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"). The acquisition is to be effected by means of a court-sanctioned scheme of arrangement (the "Scheme") under Part 26 of the UK Companies Act 2006. The acquisition values Alpha at an enterprise valuation of approximately $2.2 billion. Alpha is a leading provider of B2B cross border foreign exchange solutions to corporations and investment funds in the United Kingdom 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.

The transaction is expected to close in the fourth quarter of 2025, subject to shareholder and regulatory approval, court approval of the Scheme and standard closing conditions and will be reflected in the Company's Corporate Payments segment. The Company expects to fund the acquisition through a combination of cash, debt, bank capital optimization and non-core divestitures.

On July 23, 2025, Corpay entered into a bridge term loan credit agreement with BOFA Securities, Inc., Barclays Bank PLC and JPMorgan Chase Bank, N.A., pursuant to which, among other things, those lenders have 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 and to fund costs and expenses in connection with the acquisition. The obligation of the lenders to provide the financing contemplated by the Bridge Facility is subject to a number of customary conditions.

Cash Flow Hedges

In July 2025, the Company entered into two additional receive-variable SOFR, pay-fixed interest rate swap derivative contracts with a total combined notional U.S. dollar value of $500 million to replace its previous interest rate swap derivative contracts with an equivalent notional value that matured on July 31, 2025. The maturity dates of the new interest rate swap contracts are January 31, 2029 and July 31, 2029.

Asset Divestiture

In July 2025, the Company announced the divestiture of one of its legacy lower growth private label fuel card portfolios. The Company expects to receive approximately $60 million in proceeds for the divestiture, which is expected to close in the fourth quarter of 2025. Revenues generated from the portfolio are included in the Company's Vehicle Payments segment.

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