~~See accompanying notes to unaudited consolidated financial statements.~~

~~FleetCor Technologies,~~Corpay, Inc. and Subsidiaries

Unaudited Consolidated Statements of Comprehensive Income

(In Thousands)

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Net income $ 202,823
$ 129,618
$ 457,503
$ 356,961
Other comprehensive (loss) income:
Foreign currency translation gains (losses), net of tax 112,301
(52,409 ) 168,655
(41,339 )
Reclassification of foreign currency translation loss to investment, net of tax 31,381
—
31,381
—
Total other comprehensive income (loss) 143,682

(52,409 )
200,036

(41,339 )
Total comprehensive income $ 346,505

$ 77,209

$ 657,539

$ 315,622


	Three Months Ended March 31,
	2024		2023
Net income	$	229,803	$	214,835
Other comprehensive (loss) income:
Foreign currency translation (losses) gains, net of tax	(96,112)		81,107

Net change in derivative contracts, net of tax	44,122		(5,473)
Total other comprehensive (loss) income, net of tax	(51,990)		75,634
Total comprehensive income	177,813		290,469
Comprehensive loss attributable to noncontrolling interest	208		—
Comprehensive income attributable to Corpay	$	178,021	$	290,469

See accompanying notes to unaudited consolidated financial statements.

~~FleetCor Technologies,~~

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, 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


	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, 2022	$	128	$	3,049,570	$	7,210,769	$	(1,509,650)	$	(6,209,324)	$	2,541,493	$	—	$	2,541,493
Net income	—		—		214,835		—		—		214,835		—		214,835
Other comprehensive income, net of tax	—		—		—		75,634		—		75,634		—		75,634
Acquisition of common stock	—		—		—		—		(9,597)		(9,597)		—		(9,597)
Stock-based compensation	—		26,096		—		—		—		26,096		—		26,096
Issuance of common stock	—		33,399		—		—		—		33,399		—		33,399
Balance at March 31, 2023	$	128	$	3,109,065	$	7,425,604	$	(1,434,016)	$	(6,218,921)	$	2,881,860	$	—	$	2,881,860

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

Corpay, Inc. and Subsidiaries

Unaudited Consolidated Statements of Cash Flows

(In Thousands)

Nine Months Ended
September 30,
2017 2016
Operating activities
Net income $ 457,503
$ 356,961
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 35,096
25,706
Stock-based compensation 68,897
50,025
Provision for losses on accounts receivable 35,949
24,512
Amortization of deferred financing costs and discounts 5,411
5,568
Amortization of intangible assets 158,897
112,455
Amortization of premium on receivables 4,738
3,687
Loss on extinguishment of debt 3,296
—
Deferred income taxes (38,092 ) (23,566 )
Investment loss (income) 52,497
(2,247 )
Gain on disposition of business (174,984 ) —
Other non-cash operating income (49 ) (690 )
Changes in operating assets and liabilities (net of acquisitions and dispositions):
Restricted cash (12,105 ) (28,744 )
Accounts and other receivables (440,011 ) (527,255 )
Prepaid expenses and other current assets (86,648 ) (1,291 )
Other assets (15,378 ) (9,115 )
Accounts payable, accrued expenses and customer deposits 364,473
418,280
Net cash provided by operating activities 419,490

404,286
Investing activities
Acquisitions, net of cash acquired (602,298 ) (1,331,079 )
Purchases of property and equipment (49,459 ) (41,877 )
Proceeds from disposal of a business 316,501
—
Other (6,327 ) 1,411
Net cash used in investing activities (341,583 )
(1,371,545 )
Financing activities
Proceeds from issuance of common stock 20,192
18,620
Repurchase of common stock (402,392 ) (35,492 )
Borrowings on securitization facility, net 203,000
42,000
Deferred financing costs paid and debt discount (11,230 ) (2,272 )
Proceeds from issuance of notes payable 780,656
600,000
Principal payments on notes payable (388,656 ) (85,125 )
Borrowings from revolver – A Facility 845,000
1,105,107
Payments on revolver – A Facility (804,808 ) (670,940 )
Borrowings on swing line of credit, net 7,800
5,188
Other 537
(673 )
Net cash used in financing activities 250,099

976,413
Effect of foreign currency exchange rates on cash 31,732
(50,871 )
Net increase (decrease) in cash and cash equivalents 359,738
(41,717 )
Cash and cash equivalents, beginning of period 475,018
447,152
Cash and cash equivalents, end of period $ 834,756

$ 405,435
Supplemental cash flow information
Cash paid for interest $ 79,144
$ 48,525
Cash paid for income taxes $ 257,349
$ 79,599


	Three Months Ended
	2024		2023
Operating activities
Net income	$	229,803	$	214,835
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	28,931		25,980
Stock-based compensation	24,979		26,096
Provision for credit losses on accounts and other receivables	25,342		39,270
Amortization of deferred financing costs and discounts	2,029		1,787
Amortization of intangible assets and premium on receivables	55,829		58,252


Deferred income taxes	647		(499)
Investment gain	(167)		(190)

Other non-cash operating expense, net	292		663
Changes in operating assets and liabilities (net of acquisitions):
Accounts and other receivables	(382,889)		372,342
Prepaid expenses and other current assets	(12,587)		40,099
Derivative assets and liabilities, net	1,452		(28,223)
Other assets	(22,021)		25,141

Accounts payable, accrued expenses and customer deposits	398,544		102,112
Net cash provided by operating activities	350,184		877,665
Investing activities
Acquisitions, net of cash acquired	(56,325)		(126,691)
Purchases of property and equipment	(41,193)		(36,737)

Other	(4,826)		4,401
Net cash used in investing activities	(102,344)		(159,027)
Financing activities
Proceeds from issuance of common stock	90,838		33,399
Repurchase of common stock	(288,833)		(9,597)
Borrowings on securitization facility, net	114,000		(3,000)
Deferred financing costs	(3,176)		—
Proceeds from notes payable	325,000		—
Principal payments on notes payable	(25,531)		(23,500)
Borrowings from revolver	1,570,000		1,964,000
Payments on revolver	(1,866,000)		(2,490,000)
(Payments) borrowings on swing line of credit, net	(75,429)		310,719

Other	580		264
Net cash used in financing activities	(158,551)		(217,715)
Effect of foreign currency exchange rates on cash	(28,148)		29,298
Net increase in cash and cash equivalents and restricted cash	61,141		530,221
Cash and cash equivalents and restricted cash, beginning of period	3,141,535		2,289,180
Cash and cash equivalents and restricted cash, end of period	$	3,202,676	$	2,819,401
Supplemental cash flow information
Cash paid for interest	$	115,773	$	104,650
Cash paid for income taxes	$	38,925	$	35,442



See accompanying notes to unaudited consolidated financial statements.

~~FleetCor Technologies,~~

Corpay, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

~~September 30, 2017~~March 31, 2024

1. Summary of Significant Accounting Policies

Basis of Presentation

Throughout this ~~report,~~Quarterly Report on Form 10-Q, the terms ~~“our,” “we,” “us,”~~"our," "we," "us," and the ~~“Company”~~"Company" refers to ~~FleetCor Technologies,~~Corpay, Inc. and its subsidiaries. Effective March 25, 2024, FLEETCOR Technologies, Inc. changed its corporate name to Corpay, Inc. At that time, the Company ceased trading under the ticker symbol "FLT" and began trading under our new ticker symbol, "CPAY," on the New York Stock Exchange ("NYSE") effective March 25, 2024.

The Company prepared the accompanying unaudited interim consolidated financial statements in accordance with ~~Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by~~ accounting principles generally accepted in the United States of America (“GAAP”)~~. The~~ 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. ~~Operating results for the three and nine month periods ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.~~

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, ~~2016.~~2023.

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 March 31, 2024 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 ~~made directly~~recorded to accumulated other comprehensive ~~income.~~loss. Income and expenses are translated at the average monthly rates of exchange in effect during the ~~period.~~year. Gains and losses from foreign currency transactions of these subsidiaries are included in net income. The Company recognized foreign exchange ~~gains of $0.6 million and foreign exchange~~ losses, ~~of $0.7 million in the three months ended September 30, 2017 and 2016, respectively,~~ which are recorded within ~~other (income)~~Other expense, net in the Unaudited Consolidated Statements of ~~Income.~~ Income, for the three months ended March 31, 2024 and 2023 as follows (in millions):


	Three Months Ended March 31,
	2024		2023
Foreign exchange losses	$	3.1	$	0.7

The Company ~~recognized~~recorded foreign ~~exchange~~currency losses and gains on long-term intra-entity transactions included as a component of ~~$0.2 million and $1.5 million~~Foreign currency translation (losses) gains, net of tax, in the ~~nine month periods~~Unaudited Consolidated Statements of Comprehensive Income for the three months ended ~~September 30, 2017~~March 31, 2024 and ~~2016, respectively.~~2023 as follows (in millions):

~~Derivatives~~


	Three Months Ended March 31,
	2024		2023
Foreign currency losses (gains) on long-term intra-entity transactions	$	12.4	$	(4.9)

Cash, Cash Equivalents, and Restricted Cash

~~With its acquisition~~Cash equivalents primarily consist of ~~Cambridge Global Payments ("Cambridge")~~a) cash on hand, b) highly liquid investments with original maturities of three months or less, such as certificates of deposit, treasury bills and money market funds, and c) customer deposits repayable on demand without legal restrictions. Restricted cash primarily represents a) customer deposits repayable on demand held in ~~August 2017, the Company uses derivatives~~certain geographies with legal restrictions contractually set aside to ~~facilitate~~fulfill payment obligations on a customer's behalf, b) collateral received from customers for cross-currency ~~corporate~~transactions in our cross-border payments ~~by writing derivatives to customers,~~business, which are ~~not designated as~~restricted from use other than to repay customer deposits and secure and settle cross-currency transactions, and c) collateral posted with banks for hedging ~~instruments. The majority~~positions in our cross-border payments business.

Table of this business' revenue is from exchanges of currency at spot rates, which enable customers to make cross-currency payments. In addition, this business also writes foreign currency forward and option contracts for its customers to facilitate future payments. The duration of these derivative contracts at inception is generally less than one year. Contents

Financial Instruments - Credit Losses

The Company ~~aggregates its foreign exchange exposures arising from~~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 ~~contracts, including forwards, options~~ and ~~spot exchanges~~historical losses. Expected credit losses are estimated based upon an assessment of ~~currency,~~risk characteristics, historical payment experience, and ~~hedges (economic hedge)~~ the ~~resulting net currency risks by entering into offsetting contracts~~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 ~~established financial institution counterparties. The~~the age of asset balances, expected timing of payment, contract terms and conditions, changes in ~~fair value related to these contracts are~~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 provides payment solutions to our business, merchant, consumer and payment network customers. Our payment solutions are primarily focused on specific commercial spend or geographically-defined categories, including Vehicle Payments, Corporate Payments, Lodging Payments and Other. The Company provides solutions that help businesses of all sizes control, simplify and secure payment of various domestic and cross-border payables using specialized payment products. The Company also provides other payment solutions for fleet maintenance, employee benefits and long haul transportation-related services.

Our revenue is generally reported net of the cost for underlying products and services purchased through our payment solutions. In this report, we refer to this net revenue as "revenue". Revenues from contracts with customers, within the scope of ASC 606, "Revenue Recognition", represent approximately 86% and 87% of total consolidated revenues, net, for the three months ended March 31, 2024 and 2023, respectively. In its cross-border payments 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 7% of total consolidated revenues for the three months ended March 31, 2024 and 2023. 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% and 5% of total consolidated revenues, net for the three months ended March 31, 2024 and 2023, respectively. The Company's remaining revenue represents float revenue earned on invested customer funds in jurisdictions where permitted. Such revenue represented approximately 3% and 1% of consolidated revenues, net for the three months ended March 31, 2024 and 2023, respectively.

Disaggregation of Revenues

Revenues, net by segment for the three months ended March 31, 2024 and 2023 was as follows (in millions, except percentages):


Revenues, net by Segment*	Three Months Ended March 31,
	2024		%		2023		%
Vehicle Payments	$	494.1	53	%	$	495.5	55	%
Corporate Payments	265.4		28	%	226.2		25	%
Lodging Payments	111.3		12	%	122.3		14	%
Other	64.5		7	%	57.3		6	%
Consolidated revenues, net	$	935.3	100	%	$	901.3	100	%

*Columns may not calculate due to rounding.

Revenue by geography for the three months ended March 31, 2024 and 2023 was as follows (in millions, except percentages):


Revenues, net by Geography*	Three Months Ended March 31,
	2024		%		2023		%
United States	$	504.6	54	%	$	513.6	57	%
Brazil	148.4		16	%	121.7		14	%
United Kingdom	121.4		13	%	107.7		12	%
Other	160.8		17	%	158.2		18	%
Consolidated revenues, net	$	935.3	100	%	$	901.3	100	%


*Columns may not calculate due to rounding.

Contract Liabilities

Deferred revenue contract liabilities for customers subject to ASC 606 were $42.4 million and $45.7 million as of March 31, 2024 and December 31, 2023, respectively. We expect to recognize approximately $29.4 million of these amounts in revenues within 12 months and the remaining $13.0 million over the next five years as of March 31, 2024. Revenue recognized in the three months ended March 31, 2024 that was included in the deferred revenue contract liability as of December 31, 2023 was approximately $15.7 million.

Spot Trade Offsetting

The Company uses spot trades to facilitate cross-currency corporate payments in its cross-border payments business. 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 counter-party level. The Company recognizes all ~~derivatives~~spot trade assets, net in ~~"prepaid expenses~~accounts receivable and ~~other current assets" and "other current liabilities"~~all spot trade liabilities, net in accounts payable, each net at the ~~accompanying~~customer level, in its Consolidated Balance Sheets at their fair value. ~~All cash flows associated~~The following table presents the Company’s spot trade assets and liabilities at their fair value at March 31, 2024 and December 31, 2023 (in millions):


	March 31, 2024						December 31, 2023
	Gross		Offset on the Balance Sheet		Net		Gross		Offset on the Balance Sheet		Net
Assets
Accounts Receivable	$	1,881.7	$	(1,713.6)	$	168.1	$	2,499.9	$	(2,373.8)	$	126.1
Liabilities
Accounts Payable	$	1,793.9	$	(1,713.6)	$	80.3	$	2,457.3	$	(2,373.8)	$	83.5

Reclassifications

Segment disclosures for the prior period have been reclassified to conform with ~~derivatives are included in cash flows from operating activities in the Unaudited Consolidated Statements of Cash Flows.~~current segment presentation.

~~Adoption of New~~Recent Accounting ~~Standards~~Pronouncements Not Yet Adopted

~~Revenue Recognition~~Segment Reporting

In ~~May 2014,~~November 2023, the ~~FASB~~Financial Accounting Standards Board (FASB) issued ASU ~~2014-09, "Revenue from Contracts with Customers~~No. 2023-07, "Segment Reporting (Topic ~~606)~~280): Improvements to Reportable Segment Disclosures"." The ~~core principle of~~amendments are intended to increase reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 will replace most existing revenue recognition guidance in GAAP and permits the use of either the retrospective or modified retrospective transition method. The update requires significant additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. ASU 2014-09, as amended by ASU 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date," is effective on a retrospective basis for fiscal years beginning after December 15, ~~2017, including~~2023, and interim periods ~~with early adoption permitted for~~within fiscal years beginning after December 15, ~~2016. Since~~2024, with early adoption permitted. Upon transition, the issuance of ASU 2014-09, the FASB has issued additional interpretive guidance, including new accounting standards updates, that clarifies certain points of the standard and modifies certain requirements.

The Company has performed a review of the requirements of the new revenue standard and is monitoring the activity of the FASB and the transition resource group as it relates to specific interpretive guidance. The Company established an implementation team to assess the effects of the new revenue standard in a multi-phase approach. In the first phase, the Company is analyzing customer contracts for its most significant contract categories, applied the five-step model of the new standard to each contract category and comparing the results to our current accounting practices. The second phase, which includes quantifying the potential effects identified during the first phase, assessing additional contractsegment expense categories and principal versus agent considerations, revising accounting policies and considering the effects on related disclosures and/or internal control over financial reporting is ongoing as of the end of the third quarter.

The new standard could change the amount and timing of revenue and expenses to be recognized under certain of our arrangement types. In addition, it could also increase the administrative burden on our operations to account for customer contracts and provide the more expansive required disclosures. More judgment and estimates may be required within the process of applying the requirements of the new standard than are required under existing GAAP, such as identifying performance obligationsamounts disclosed in contracts, estimating the amount of variable consideration to include in transaction price, allocating transaction price to each separate performance obligation and estimating expected customer lives. The Company has not completed its assessment or quantified the effect the new guidance will have on its consolidated financial statements, related disclosures and/or its internal control over financial reporting. This assessment will occur over the remainder of the calendar year and will include evaluating the application of the principal vs. agent cost to obtain a contract guidance. However, the Company's preliminary view is that the expected amount and timing of revenue to be recognized under ASU 2014-09 for its most significant contract categories, fuel card payments, corporate payments, toll payments, lodging payments and gift cards, will be similar to the amount and timing of revenue recognized under our current accounting practices. The Company also may be required to capitalize additional costs to obtain contracts with customers, and, in some cases, may be required to amortize these costs over a contractual time period. Finally, the Company expects disclosures about its revenues and related customer acquisition costs will be more extensive.

The Company plans to adopt ASU 2014-09, as well as other clarifications and technical guidance issued by the FASB related to this new revenue standard, on January 1, 2018. The Company will apply the modified retrospective transition method, which would result in an adjustment to retained earnings for the cumulative effect, if any, of applying the standard to contracts that are not completed at the date of initial application. Under this method, the Company would not restate the prior ~~financial statements presented, therefore~~periods should be based on the ~~new standard requires the Company to provide additional disclosures of the amount by which each financial statement line item is affected~~significant segment expense categories identified and disclosed in the ~~current reporting~~ period ~~during 2018, as compared to the guidance that was in effect before the change, and an explanation~~ of ~~the reasons for significant changes, if any.~~

~~Accounting for Leases~~

In February 2016, the FASB issued ASU 2016-02, “Leases”, which requires lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases with the exception of short-term leases. This ASU also requires disclosures to provide additional information about the amounts recorded in the financial statements. This ASU is effective for the Company for annual periods beginning after December 15, 2018 and interim periods therein. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition and requires application of the new guidance for leases that exist oradoption. We are ~~entered into after the beginning of the earliest comparative period presented. The Company is~~ currently evaluating the impact of ~~ASU 2016-02~~this guidance on the disclosures within our consolidated financial ~~statements; however, we expect to recognize right of use assets and liabilities for our operating leases in the consolidated balance sheet upon adoption.~~statements.

~~Accounting for Breakage~~Income Taxes

In ~~March 2016,~~December 2023, the FASB issued ASU ~~2016-04, “Liabilities-Extinguishments~~No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09"). The amendments require disclosure of ~~Liabilities: Recognition~~specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold and further disaggregation of ~~Breakage~~income taxes paid for Certain Prepaid Stored-Value Products”, which requires entities that sell prepaid stored value products redeemable for goods, services or cash at third-party merchants to derecognize liabilities related to those products for breakage. Thisindividually significant jurisdictions. The ASU is effective for ~~the Company for reporting periods~~fiscal years beginning after December 15, ~~2017. Early~~ 2024, with early

Table of Contents

adoption is permitted. ~~The~~ ASU must be adopted using either a modified retrospective approach with a cumulative effect adjustment to retained earnings as of the beginning of the period of adoption or a full retrospective approach. The Company’s adoption of this ASU is not expected to have a material impact on the results of operations, financial condition, or cash flows.

~~Cash Flow Classification~~

In August 2016, the FASB issued ASU 2016-15, "Classification of Certain Cash Receipts and Cash Payments", which amends the guidance in ASC 230, Statement of Cash Flows. This amended guidance reduces the diversity in practice that has resulted from the lack of consistent principles related to the classification of certain cash receipts and payments in the statement of cash flows. This ASU is effective for the Company for reporting periods beginning after December 15, 2017. Early adoption is permitted. Entities must apply the guidance retrospectively to all periods presented but may apply it prospectively from the earliest date practicable if retrospective application would be impracticable. The Company’s adoption of this ASU is not expected to have a material impact on the results of operations or financial condition.

In November 2016, the FASB issued ASU 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash", which amends the guidance in ASC 230, Statement of Cash Flows, on the classification and presentation of restricted cash in the statement of cash flows. This ASU is effective for the Company for reporting periods beginning after December 15, 2017. Early adoption is permitted. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in this ASU2023-09 should be applied ~~using~~on a prospective basis, but retrospective ~~transition method to each period presented. The Company~~application is permitted. We are currently evaluating ~~what~~the impact ~~if any the adoption of~~that this ~~ASU~~guidance will have on the ~~results of operations,~~disclosures within our consolidated financial ~~condition, or cash flows.~~statements.

~~Intangibles - Goodwill and Other Impairment~~

In January 2017, the FASB issued ASU 2017-04, "Simplifying the Test for Goodwill Impairment, which eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of the goodwill impairment test) to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (i.e., measure the charge based on Step 1). The standard has tiered effective dates, starting in 2020 for calendar-year public business entities that meet the definition of an SEC filer. Early adoption is permitted for interim and annual goodwill impairment testing dates after January 1, 2017. The Company’s adoption of this ASU is not expected to have a material impact on the results of operations, financial condition, or cash flows, unless a goodwill impairment is identified.

~~Definition of a Business~~

In January 2017, the FASB issued ASU 2017-01, "Clarifying the Definition of a Business", which amends the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. The guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If so, the set of transferred assets and activities is not a business. The guidance also requires a business to include at least one substantive process and narrows the definition of outputs. The guidance is effective for the Company for reporting periods beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted. The Company’s adoption of this ASU is not expected to have a material impact on the results of operations, financial condition, or cash flows, however it could result in accounting for acquisitions as asset acquisitions versus business combinations upon adoption.

~~Accounting for Modifications to Stock-Based Compensation~~

In May 2017, the FASB issued ASU 2017-09, "Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting", which amends the scope of modification accounting for share-based payment arrangements. The ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. Specifically, an entity would not apply modification accounting if the fair value, vesting conditions and classification of the awards are the same immediately before and after the modification. The guidance is effective for the Company for reporting periods beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted. The Company's adoption of this ASU is not expected to have a material impact on the results of operations, financial condition, or cash flows.

~~Accounting for Derivative Financial Instruments~~

In August 2017, the FASB issued ASU 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities", which amends the hedge accounting recognition and presentation requirements in ASC 815. The FASB issued accounting guidance to better align hedge accounting with a company’s risk management activities, simplify the application of hedge accounting and improve the disclosures of hedging arrangements. The guidance is effective for the Company for reporting periods beginning after December 15, 2018, and interim periods within those years. Early adoption is permitted. The Company's adoption of this ASU is not expected to have a material impact on the results of operations, financial condition, or cash flows.

2. Accounts ~~Receivable~~and Other Receivables

The Company's accounts and securitized accounts receivable include the following at March 31, 2024 and December 31, 2023 (in thousands):


	March 31, 2024		December 31, 2023
Gross domestic accounts receivable	$	999,674	$	921,206
Gross domestic securitized accounts receivable	1,421,000		1,307,000
Gross foreign receivables	1,561,216		1,420,543


Total gross receivables	3,981,890		3,648,749
Less allowance for credit losses	(184,887)		(180,163)
Net accounts and securitized accounts receivables	$	3,797,003	$	3,468,586

The Company ~~maintains~~maintains a ~~$950 million revolving~~$1.7 billion revolving trade accounts receivable ~~Securitization Facility.~~securitization facility (as amended from time to time, the "Securitization Facility"). Accounts receivable collateralized within our Securitization Facility primarily relate to ~~our U.S.~~ trade receivables resulting primarily from charge card ~~activity.~~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~~FLEETCOR Funding LLC ~~(Funding)~~("Funding"), a wholly-owned bankruptcy remote consolidated subsidiary. In turn, Funding ~~sells,~~transfers in the form of a legal sale, without recourse, on a revolving basis, ~~up to $950 million of~~an undivided ownership ~~interests~~interest in this pool of accounts receivable to aunrelated transferees (i.e., multi-seller banks and asset-backed commercial paper ~~conduit (Conduit)~~conduits). Funding ~~maintains~~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 ~~in a portion~~to enhance the credit of the ~~receivables sold to the Conduit.~~transferred receivables. Purchases by the ~~Conduit~~banks and conduits are generally financed with the sale of highly-rated commercial paper.

The Company utilizes proceeds from the ~~sale of its accounts receivable~~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. ~~The Company retains a residual interest in the accounts~~

~~receivable sold as a form of credit enhancement. The residual interest’s fair value approximates carrying value due to its short-term nature.~~ 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~~Consolidated Balance Sheets and ~~statements~~Statements of ~~income~~Income reflect the activity related to securitized accounts receivable and the corresponding securitized debt, including interest income, fees generated from late payments, provision for losses on accounts receivable and interest expense. The cash flows from borrowings and repayments associated with the securitized debt are presented as cash flows from financing activities.

The ~~Company’s accounts receivable and securitized accounts receivable include~~maturity date for the ~~following at September 30, 2017 and December 31, 2016 (in thousands):~~

September 30, 2017 December 31, 2016
Gross domestic accounts receivable $ 651,328
$ 529,885
Gross domestic securitized accounts receivable 794,000
591,000
Gross foreign receivables 852,706
704,630
Total gross receivables 2,298,034

1,825,515
Less allowance for doubtful accounts (47,779 ) (32,506 )
Net accounts and securitized accounts receivable $ 2,250,255

$ 1,793,009
Company's Securitization Facility is August 18, 2025.

A ~~rollforward~~roll forward of the Company’s allowance for ~~doubtful accounts~~credit losses related to accounts receivable for ~~nine~~the three months ended ~~September 30~~March 31, 2024 and 2023 is as follows (in thousands):


	2024		2023
Allowance for credit losses beginning of period	$	180,163	$	149,846
Provision for credit losses	25,342		39,270
Write-offs	(19,532)		(34,128)
Recoveries	3,093		2,444
Impact of foreign currency	(4,179)		3,156

Allowance for credit losses end of period	$	184,887	$	160,588

2017 2016
Allowance for doubtful accounts beginning of period $ 32,506
$ 21,903
Provision for bad debts 35,949
24,512
Write-offs (20,676 ) (16,343 )
Allowance for doubtful accounts end of period $ 47,779
$ 30,072
The provision for credit losses and write-offs decreased during the three months ended March 31, 2024 versus the comparable prior period primarily due to improved customer loss rates in the Company's U.S. Vehicle Payments business.

3. Fair Value Measurements

Fair value is a market-based measurement that reflects assumptions that market participants would use in pricing an asset or liability. GAAP discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). These valuation techniques are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions.

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

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

•Level 2: Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or

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

•Level 3: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions. ~~The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.~~

The following table presents the Company’s financial assets and liabilities which are measured at fair ~~values~~value on a recurring basis as of ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016,~~2023 (in thousands).:


	Fair Value		Level 1		Level 2		Level 3
March 31, 2024
Assets:
Overnight deposits	$	252,146	$	—	$	252,146	$	—
Money market	149,686		—		149,686		—
Certificates of deposit	285,313		—		285,313		—
Treasury bills	59,075		—		59,075		—
Interest rate swaps	36,654		—		36,654		—
Cross-currency interest rate swap	7,922		—		7,922		—
Foreign exchange contracts	252,914		—		252,914		—
Total assets	$	1,043,710	$	—	$	1,043,710	$	—
Cash collateral for foreign exchange contracts	$	36,929
Liabilities:
Interest rate swaps	$	16,823	$	—	16,823		—
Cross-currency interest rate swap	9,498		—		9,498		—
Foreign exchange contracts	178,895		—		178,895		—
Total liabilities	$	205,216	$	—	$	205,216	$	—
Cash collateral obligation for foreign exchange contracts	$	155,781

December 31, 2023
Assets:
Overnight deposits	$	256,466	$	—	$	256,466	$	—
Money market	376,465		—		376,465		—
Certificates of deposit	266,316		—		266,316		—
Treasury bills	236,505		—		236,505		—
Interest rate swaps	23,485		—		23,485		—
Foreign exchange contracts	320,216		—		320,216		—
Total assets	$	1,479,453	$	—	$	1,479,453	$	—
Cash collateral for foreign exchange contracts	$	39,219
Liabilities:
Interest rate swaps	$	55,796	$	—	$	55,796	$	—
Cross-currency interest rate swap	14,522		—		14,522		—
Foreign exchange contracts	244,745		—		244,745		—
Total liabilities	$	315,063	$	—	$	315,063	$	—
Cash collateral obligation for foreign exchange contracts	$	180,168

Fair Value Level 1 Level 2 Level 3
September 30, 2017
Assets:
Repurchase agreements $ 363,335
$ —
$ 363,335
$ —
Money market 50,341
—
50,341
—
Certificates of deposit 9,370
—
9,370
—
Foreign exchange contracts 111,235
28
111,207
—
Total assets $ 534,281

$ 28

$ 534,253

$ —
Cash collateral for foreign exchange contracts $ 33,911
$ —
$ —
$ —

Liabilities:
Foreign exchange contracts contracts $ 106,175
$ 353
$ 105,822
—
Total liabilities $ 106,175
$ 353
$ 105,822

Cash collateral obligation for foreign exchange contracts $ 20,272
$ —
$ —
$ —

December 31, 2016
Assets:
Repurchase agreements $ 232,131
$ —
$ 232,131
$ —
Money market 50,179
—
50,179
—
Certificates of deposit 48
—
48
—
Total cash equivalents $ 282,358

$ —

$ 282,358

$ —

Table of Contents

The Company has highly-liquid investments classified as cash equivalents, with original maturities of 90 days or less, included in our Consolidated Balance Sheets. The Company utilizes Level 2 fair value determinations derived from directly or indirectly observable (market based) information to determine the fair value of these highly liquid investments. The Company has certain cash and cash equivalents that are invested ~~on an~~in highly liquid investments, such as, overnight ~~basis in repurchase agreements,~~deposits, money markets, ~~and~~ certificates of ~~deposit.~~deposit and Treasury bills, with purchased maturities ranging from overnight to 90 days or less. The value of overnight ~~repurchase agreements~~deposits is determined based upon the quoted market prices for the treasury securities associated with the ~~repurchase agreements.~~deposit. The value of money market instruments is determined based upon the financial institutions' month-end statement, as these instruments are not ~~tradeable~~tradable and must be settled directly by us with the respective financial institution. Certificates of deposit and certain U.S. Treasury bills are valued at cost, plus interest accrued. Given the short-term nature of these instruments, the carrying value approximates fair value. Foreign exchange derivative contracts are carried at fair value, with changes in fair value recognized in the ~~Unaudited~~ Consolidated Statements of Income. The fair value of the Company's derivatives is derived with reference to a valuation from a derivatives dealer operating in an active market, which ~~the Company accepts as~~approximates the fair value of these instruments. The fair value represents ~~what would be received and or paid by~~ the ~~Company~~net settlement if the contracts were terminated as of the reporting date. Cash collateral received for foreign exchange derivatives is recorded within customer deposits liability in our ~~Unaudited~~ Consolidated Balance Sheets at ~~September 30, 2017.~~March 31, 2024 and December 31, 2023. Cash collateral ~~paid~~deposited for foreign exchange derivatives is recorded within restricted cash ~~and cash equivalents~~ in our ~~Unaudited~~ Consolidated Balance Sheets at ~~September 30, 2017.~~March 31, 2024 and December 31, 2023.

The level within the fair value hierarchy and the measurement technique are reviewed quarterly. Transfers between levels are deemed to have occurred at the end of the quarter. There were no transfers between fair value levels during the periods presented for ~~2017~~March 31, 2024 and ~~2016.~~December 31, 2023.

The Company’s assets that are measured at fair value on a nonrecurring basis and are evaluated with periodic testing for impairment include property, plant and equipment, investments, goodwill and other intangible assets. Estimates of the fair value of assets acquired and liabilities assumed in business combinations are generally developed using key inputs such as management’s projections of cash flows on a held-and-used basis (if applicable), discounted as appropriate, management’s projections of cash flows upon disposition and discount rates. Accordingly, these fair value measurements are in Level 3 of the fair value hierarchy.

The Company's derivatives are over-the-counter instruments with liquid markets. The Company determines the fair values of its derivatives based on quoted market prices for similar assets or liabilities or pricing models using current market rates. Accordingly, these fair value measurements are in Level 2 of the fair value hierarchy. The amounts exchanged are calculated by reference to the notional amounts and by other terms of the derivatives, such as interest rates, foreign currency exchange rates, commodity rates or other financial indices. See ~~footnote~~Note 13 for ~~discussion of Masternaut's other than temporary decline in~~additional information on the fair value ~~during~~of the ~~third quarter~~Company’s derivatives.

The Company regularly evaluates the carrying value of ~~2017.~~its investments. The carrying amount of investments without readily determinable fair values was $68.3 million and $69.5 million at March 31, 2024 and December 31, 2023, respectively.

The fair value of the Company’s cash, accounts receivable, securitized accounts receivable and related facility, prepaid expenses and other current assets, accounts payable, accrued expenses, customer deposits and short-term borrowings approximate their respective carrying values due to the short-term maturities of the instruments. The carrying value of the Company’s debt obligations approximates fair value as the interest rates on the debt are variable market based interest rates that

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

4. Stockholders' Equity

~~On February 4, 2016, the~~The Company's Board of Directors (the "Board") has approved a stock repurchase program ~~(the~~(as updated from time to time, the "Program") ~~under which~~authorizing the Company ~~may purchase up~~ to ~~an aggregate of $500 million of~~repurchase its common stock ~~over~~from time to time until February 4, 2025. On January 25, 2024, the ~~following 18 month period. On July 27, 2017, the Company's~~ Board ~~of Directors~~ authorized an increase into the aggregate size of the Program by ~~an additional $250 million and an extension of~~$1.0 billion to $8.1 billion.

During the ~~Program by an additional 18 months. On November 1, 2017,~~three months ended March 31, 2024, the Company announced that its Board of Directors had authorized an increase in the size of the Program by an additional $350 million, resulting in total aggregate repurchases authorized under the Program of $1.1 billion. With the increase and giving effect to the Company's $590.1 million of previous repurchases, the Company may repurchase up to $510 million in shares of its common stock at any time prior to February 1, 2019.

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 the Company 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.

On August 3, 2017, as part of the Program, the Company entered an Accelerated Share Repurchase agreement ("ASR Agreement") with a third-party financial institution to repurchase $250 million of its common stock. Pursuant to the ASR Agreement, the Company delivered $250 million in cash and received 1,491,647 shares based on a stock price of $142.46 on August 7, 2017. The ASR Agreement was completed on September 7, 2017, at which time the Company received 263,012 additional shares based on a final weighted average per share purchase price during the repurchase period of $142.48.

The Company accounted for the ASR Agreement as two separate transactions: (i) as shares of reacquired common stock for the shares delivered to us upon effectiveness of the ASR Agreement and (ii) as a forward contract indexed to the Company's common stock for the undelivered shares. The initial delivery of shares was included in treasury stock at cost and results in an immediate reduction of the outstanding shares used to calculate the weighted average common shares outstanding for basic and diluted earnings per share. The forward contracts indexed to our own common stock met the criteria for equity classification, and these amounts were initially recorded in additional paid-in capital and then reclassified to treasury stock upon completion of the ASR agreement.

~~Since the beginning of the Program, 4,114,104~~repurchased 1,096,762 shares for an aggregate purchase price of ~~$590.1~~$321.3 million (including repurchases of $32.6 million that have not yet settled in cash and are included in accrued expenses in the Consolidated Balance Sheet at March 31, 2024). Since the beginning of the Program through March 31, 2024, 29,975,624 shares have been ~~repurchased. There were 2,854,959 shares totaling $402.4 million~~ repurchased for an aggregate purchase price of $6.9 billion, leaving the Company up to $1.2 billion of remaining authorization available under the Program ~~during~~for future repurchases in shares of its common stock. Subsequent to March 31, 2024 and through the ~~nine months ended September 30, 2017.~~date of this filing, the Company repurchased an additional 1.4 million shares for an aggregate purchase price of $412.4 million.

5. Stock-Based Compensation

The ~~Company has Stock Incentive Plans (the Plans) pursuant to which the Company’s Board of Directors may grant stock options or restricted stock to employees. The~~following table ~~below~~ summarizes the expense recognized within general and administrative expenses in the Unaudited Consolidated Statements of Income related to ~~share-based payments recognized~~stock-based compensation for the three months ended March 31, 2024 and ~~nine month periods ended September 30~~2023 (in thousands):

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Stock options $ 16,212
$ 8,304
$ 42,254
$ 25,942
Restricted stock 8,443
9,101
26,643
24,083
Stock-based compensation $ 24,655

$ 17,405

$ 68,897

$ 50,025

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	Three Months Ended March 31,
	2024		2023
Stock options	$	6,119	$	8,950
Restricted stock	18,860		17,146
Stock-based compensation	$	24,979	$	26,096

The tax benefits recorded on ~~stock based~~stock-based compensation ~~were $36.1~~and upon the exercises of options were $15.0 million ~~and $28.4~~and $4.4 million for the ~~nine month periods~~three months ended ~~September 30, 2017~~March 31, 2024 and ~~2016,~~2023, respectively.

The following table summarizes the Company’s total unrecognized compensation cost related to ~~stock-based compensation~~outstanding stock awards as of ~~September 30, 2017~~March 31, 2024 (cost in thousands):


	Unrecognized Compensation Cost			Weighted Average Period of Expense Recognition (in Years)
			Unrecognized Compensation Cost						Unrecognized Compensation Cost		Weighted Average Period of Expense Recognition Remaining (in Years)
Stock options	$	96,594		1.52	Stock options	$	52,539	2.35		2.35
Restricted stock	12,425			0.43	Restricted stock	76,494		1.05		1.05
Total	$	109,019

Stock Options

Stock options are granted with an exercise price estimated to be equal to the fair market value of the Company's stock on the date of grant as authorized by the Company’s Board of Directors. Options granted have vesting provisions ranging from one to five years and vesting of the options is generally based on the passage of time or performance. Stock option grants are subject to forfeiture if employment terminates prior to vesting.

The following summarizes the changes in the number of shares of ~~common~~ stock ~~under option~~options outstanding for the ~~nine month period~~three months ended ~~September 30, 2017~~March 31, 2024 (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, 2023	4,983	$	192.18	3,182	$	163.54			$	451,039
Granted	138	251.10					$	95.87
Exercised	(539)	167.72							$	64,000
Forfeited	(14)	223.39
Outstanding at March 31, 2024	4,568	$	197.22	2,851	$	167.09			$	508,550
Expected to vest as of March 31, 2024	866	$	234.40

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, 2016 6,146
$ 91.20
3,429
$ 55.00
$ 309,238
Granted 2,764
144.45
$ 32.20

Exercised (388 ) 52.10
39,789
Forfeited (265 ) 142.93

Outstanding at September 30, 2017 8,257
$ 109.20
3,956
$ 71.26
$ 376,264
Expected to vest as of September 30, 2017 8,257
$ 109.20

The aggregate intrinsic value of stock options exercisable at ~~September 30, 2017~~ March 31, 2024was ~~$330.4 million.~~$468.4 million. The ~~weighted~~weighted average remaining contractual term of options exercisable at ~~September 30, 2017 was 5.1 years.~~

The fair value of stock option awards granted was estimated using the Black-Scholes option pricing model during the nine months ended September 30, 2017 and 2016, with the following weighted-average assumptions for grants or modifications during the period:

September 30,
2017 2016
Risk-free interest rate 1.65 % 1.09 %
Dividend yield —
—
Expected volatility 28.02 % 27.37 %
Expected life (in years) 3.4
3.4
March 31, 2024 was 2.3 years.

Restricted Stock

Awards of restricted stock and restricted stock units are independent of stock option grants and are subject to forfeiture if employment terminates prior to vesting. The vesting of shares granted is generally based on the passage of time or performance, or a combination of these. Shares vesting based on the passage of time have vesting provisions of one to three years.

The following table summarizes the changes in the number of shares of restricted stock awards and restricted stock units outstanding for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2024 (shares in thousands):


	Shares	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2023	542	$	219.63
Granted	233	269.30
Issued	(311)	219.07
Cancelled	(36)	216.33
Outstanding at March 31, 2024	428	$	243.72

Shares
Weighted
Average
Grant Date
Fair Value
Outstanding at December 31, 2016 379
$ 140.39
Granted 204
149.95
Vested (204 ) 136.85
Cancelled or forfeited (48 ) 153.24
Outstanding at September 30, 2017 331
$ 149.24

6. Acquisitions

~~2017~~2024 Acquisitions

~~Cambridge Global Payments~~

~~On August 9, 2017,~~In March 2024, the Company acquired ~~Cambridge,~~70% of Zapay, a ~~leading business to business (B2B) international payments provider,~~Brazil-based digital consumer mobility solution for paying vehicle-related taxes and compliance fees, for approximately ~~$584.1~~$56.3 million, ~~in cash,~~ net of ~~cash acquired~~cash. As part of ~~$132.3 million and inclusive~~the agreement, the Company has the right to acquire the remainder of ~~a note payable of $23.9 million. Cambridge processes B2B cross-border payments, assisting business clients~~Zapay in ~~making international payments to suppliers and employees.~~four years from the acquisition date. The ~~purpose of this acquisition is to~~majority investment in Zapay further ~~expand~~scales the Company's ~~corporate payments footprint. The~~Vehicle Payments business in Brazil. Results from the Zapay acquisition have been included in the Company's Vehicle Payments segment from the date of the acquisition.

Acquisition accounting is preliminary for the Zapay acquisition as the Company ~~financed~~is still completing the valuation for intangible assets, income taxes, working capital, and contingencies. As the Zapay acquisition occurred near the end of the first quarter of 2024, the Company preliminarily allocated the excess of the purchase price of the acquisition ~~using~~over the estimated assets acquired and liabilities assumed to goodwill and intangibles on a ~~combination~~provisional basis, based on historical valuation outcomes. Further, the provisional amounts assigned to such intangibles of ~~existing cash and borrowings under its existing credit facility.~~$18.6 million were preliminarily assigned to the customer relationship intangible asset. The ~~results from Cambridge are reported in its North America segment for business in the United States and Canada and within its International segment for business in all other countries outside~~provisional estimated fair value of the ~~United States and Canada, since acquisition.~~ noncontrolling interest was based on the price the Company paid for its 70% controlling interest.

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


Trade and other receivables	$	2,542
Prepaid expenses and other current assets	112
Other long term assets	960
Goodwill	77,846
Intangibles	18,624
Accounts payable	(1,486)
Other current liabilities	(7,884)
Other noncurrent liabilities	(6,332)
Total fair value of net assets acquired	$	84,382
Less: Noncontrolling interest	(28,057)
Aggregate purchase price	$	56,325

2023 Acquisitions

In January 2023, the Company acquired 100% of Global Reach, a U.K.-based cross-border payments provider, for approximately $102.9 million, net of cash. In February 2023, the Company acquired the remainder of Mina Digital Limited ("Mina"), a cloud-based electric vehicle ("EV") charging software platform. In February 2023, the Company also acquired 100% of Business Gateway AG, a European-based service, maintenance and repair technology provider. In September 2023, the Company acquired 100% of PayByPhone Technologies, Inc., the world's second largest mobile parking operator, for approximately $301.6 million, net of cash. Each of these 2023 acquisitions provide incremental geographic expansion of our products, with PayByPhone specifically intended to progress the Company's broader strategy to transform our vehicle payments business. Results from these acquisitions have been included in the Company's consolidated results from the respective date of each acquisition.

The aggregate purchase price of these acquisitions was approximately $436.7 million (inclusive of the $8.5 million previously-held equity method investment in Mina), net of cash of $117 million. The Company financed the acquisitions using a combination of available cash and borrowings under its existing credit facility. Any noncompete agreements signed in conjunction with these acquisitions were accounted for separately from the business acquisition.

Acquisition accounting is preliminary for PayByPhone as the Company is still completing the valuation for intangible assets, income taxes, working capital, and contingencies. Acquisition accounting for the other 2023 acquisitions was finalized during the first quarter of 2024 as the measurement period closed. There were no material measurement period adjustments recorded during the three months ended March 31, 2024.

Table of Contents

Prepaid expenses and other 79,725
Property and equipment 7,106
Other long term assets 10,025
Goodwill 436,138
Customer relationships and other identifiable intangible assets 358,168
Liabilities assumed (187,664 )
Deferred tax liabilities (119,419 )
Aggregate purchase price $ 584,079

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


Trade and other receivables	$	6,004
Prepaid expenses and other current assets	46,425
Other long term assets	13,302
Goodwill	383,851
Intangibles	158,689
Accounts payable	(24,842)
Other current liabilities	(129,561)
Other noncurrent liabilities	(18,923)
Aggregate purchase price	$	434,945

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	2 to Indefinite	$	12,459
Proprietary technology	5 to 7	11,885

Customer relationships	6 to 20	134,345

		$	158,689

Useful Lives (in Years) Value
Customer relationships and other identifiable intangible assets 10 $ 358,168
$ 358,168

Acquisition accounting for Cambridge is preliminary as the Company is still completing the valuation for goodwill, intangible assets, income taxes, certain acquired contingencies, derivatives and the working capital adjustment period remains open. Goodwill recorded is comprised primarily of expected synergies from combining the operations of the Company and Cambridge, as well as assembled workforce. The allocation of the goodwill to the reporting units is not yet complete.

~~Other~~

On September 26, 2017, the Company acquired a fuel card provider in Russia. The accounting for this acquisition is preliminary as the Company is still completing the valuation of goodwill, intangible assets, income taxes and evaluation of acquired contingencies. The following table summarizes the preliminary acquisition accounting for the Russian acquisition (in thousands):

Trade and other receivables $ 8,175
Prepaid expenses and other 783
Property and equipment 206
Goodwill 9,209
Other intangible assets 46,034
Liabilities assumed (11,078 )
Deferred tax liabilities (9,211 )
Aggregate purchase prices $ 44,118

~~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
Customer relationships and other identifiable intangible assets 8 $ 46,034
$ 46,034

~~Subsequently, on October 13, 2017, the Company completed the acquisition of Creative Lodging Solutions ("CLS"), a small lodging tuck-in business.~~

~~2016 Acquisitions~~

~~STP~~

On August 31, 2016, the Company acquired all of the outstanding stock of Serviços e Tecnologia de Pagamentos S.A. (“STP”), for $1.23 billion, net of cash acquired of $40.2 million. STP is an electronic toll payments company in Brazil and provides cardless fuel payments at a number of Shell sites throughout Brazil. The purpose of this acquisition was to expand the Company's presence in the toll market in Brazil. The Company financed the acquisition using a combination of existing cash and borrowings under its existing credit facility. Results from the ~~acquired business have been reported~~Global Reach Group are included in the Company's ~~international~~Corporate Payments segment ~~since the date of acquisition. The following table summarizes the acquisition accounting for STP (in thousands):~~

Trade and other receivables $ 243,157
Prepaid expenses and other 6,998
Deferred tax assets 20,644
Property and equipment 44,226
Other long term assets 14,280
Goodwill 663,040
Customer relationships and other identifiable intangible assets 548,682
Liabilities assumed (315,082 )
Aggregate purchase price $ 1,225,945

~~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
Customer relationships 8.5-20 $ 348,414
Trade names and trademarks - indefinite N/A 154,851
Technology 6 45,417
$ 548,682

~~In connection with the STP acquisition, the Company recorded contingent liabilities aggregating $15.1 million, recorded within other noncurrent liabilities~~results for Mina Digital Limited, Business Gateway AG and ~~accrued expenses~~PayByPhone are included in the consolidated balance sheet at the date of acquisition. A portion of these acquired liabilities have been indemnified by the respective sellers. As a result, an indemnification asset of $15.1 million wasCompany's Vehicle Payments segment.

recorded within prepaid and other current assets and other long term assets in the consolidated balance sheet. Along with the Company's acquisition of STP, the Company signed noncompete agreements with certain parties with an estimated fair value of $23.2 million.

Goodwill recognized is comprised primarily of expected synergies from combining the operations of the Company and STP, as well as assembled workforce. The goodwill and definite lived intangibles acquired with this business will be deductible for tax purposes.

~~Other~~

During 2016, the Company acquired additional fuel card portfolios in the U.S. and the United Kingdom, additional Shell fuel card markets in Europe and Travelcard in the Netherlands totaling $76.7 million, net of cash acquired of $11.1 million. The following table summarizes the acquisition accounting for these acquisitions (in thousands):

Trade and other receivables $ 27,810
Prepaid expenses and other 5,097
Property and equipment 992
Goodwill 28,540
Other intangible assets 61,823
Deferred tax asset 146
Liabilities assumed (42,550 )
Deferred tax liabilities (5,123 )
Aggregate purchase prices $ 76,735

~~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
Customer relationships and other identifiable intangible assets 10-18 $ 61,823
$ 61,823

7. Goodwill and Other ~~Intangible Assets~~Intangibles

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


	December 31, 2023		Acquisitions1		Acquisition Accounting Adjustments		Foreign Currency		March 31, 2024





Goodwill	$	5,644,958	$	77,846	$	1,058	$	(50,130)	$	5,673,732

December 31, 2016 Acquisitions Dispositions
Acquisition Accounting
Adjustments

Foreign
Currency
September 30, 2017
Segment
North America $ 2,640,409
$ 436,138
$ (92,046 ) $ —
$ 707
$ 2,985,208
International 1,554,741
9,209
—
3,751
91,650
1,659,351
$ 4,195,150

$ 445,347
$ (92,046 ) $ 3,751

$ 92,357

$ 4,644,559

~~Goodwill~~1 Reflects the recognition of goodwill assigned to the Vehicle Payments segment related to ~~our~~the Zapay acquisition ~~of Cambridge is recorded in~~completed by the ~~Company's North America segment at September 30, 2017, as~~Company during the ~~acquisition accounting is preliminary. The Company is continuing to evaluate the reporting units and segments allocation related to its acquisition of Cambridge.~~ three months ended March 31, 2024.

As of ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016,~~2023, other ~~intangible assets~~intangibles consisted of the following (in thousands):

September 30, 2017 December 31, 2016

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 15.9 $ 2,845,048
$ (565,374 ) $ 2,279,674
$ 2,449,389
$ (458,118 ) $ 1,991,271
Trade names and trademarks—indefinite lived N/A 476,648
—
476,648
510,952
—
510,952
Trade names and trademarks—other 14.6 2,805
(2,130 ) 675
2,746
(2,021 ) 725
Software 6.0 203,643
(106,786 ) 96,857
211,331
(85,167 ) 126,164
Non-compete agreements 4.9 38,628
(16,042 ) 22,586
35,191
(11,070 ) 24,121
Total other intangibles $ 3,566,772

$ (690,332 )
$ 2,876,440

$ 3,209,609

$ (556,376 )
$ 2,653,233


		March 31, 2024						December 31, 2023
	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	16.2	$	3,038,204	$	(1,542,504)	$	1,495,700	$	3,044,522	$	(1,511,173)	$	1,533,349
Trade names and trademarks—indefinite lived	N/A	436,204		—		436,204		440,900		—		440,900
Trade names and trademarks—other	2.0	50,684		(16,420)		34,264		51,510		(15,334)		36,176
Software	5.8	297,498		(242,477)		55,021		299,780		(238,819)		60,961
Non-compete agreements	4.2	84,256		(72,339)		11,917		85,111		(70,834)		14,277

Total other intangibles		$	3,906,846	$	(1,873,740)	$	2,033,106	$	3,921,823	$	(1,836,160)	$	2,085,663
N/A = Not Applicable

Changes in foreign exchange rates resulted in ~~a $53.8~~$15.4 million ~~increase~~decrease to the net carrying values of other ~~intangible assets~~intangibles in the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2024. Amortization expense related to intangible assets for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023 was ~~$158.9~~$55.8 million and ~~$112.5~~$57.7 million, respectively. As part of the Company's plan to exit the telematics business, on July 27, 2017, the Company sold NexTraq, a U.S. fleet telematics business, to Michelin Group, resulting in a $41.8 million reduction in the net carrying values of other intangible assets.

8. Debt

The Company is party to a $7.0 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 ~~consist primarily of term notes, revolving lines of credit~~under the Credit Agreement and athe Securitization Facility are as follows (in thousands):


	March 31, 2024		December 31, 2023
Term Loan A note payable, net of discounts	$	3,185,375	$	2,882,595
Term Loan B note payable, net of discounts	1,836,326		1,840,244
Revolving line of credit facilities	320,014		692,318
Other obligations	1,339		748



Total notes payable, credit agreements, and other obligations	5,343,054		5,415,905
Securitization Facility	1,421,000		1,307,000
Total debt	$	6,764,054	$	6,722,905
Current portion	$	1,901,433	$	2,126,749
Long-term portion	4,862,621		4,596,156
Total debt	$	6,764,054	$	6,722,905

September 30, 2017 December 31, 2016
Term notes payable—domestic(a), net of discounts $ 3,027,472
$ 2,639,279
Revolving line of credit A Facility—domestic(a) 595,000
465,000
Revolving line of credit A Facility—foreign(a) 38,047
123,412
Revolving line of credit A Facility—swing line(a) 40,193
26,608
Other debt(c) 41,771
12,934
Total notes payable and other obligations 3,742,483

3,267,233
Securitization Facility(b) 794,000
591,000
Total notes payable, credit agreements and Securitization Facility $ 4,536,483

$ 3,858,233
Current portion $ 1,602,507
$ 1,336,506
Long-term portion 2,933,976
2,521,727
Total notes payable, credit agreements and Securitization Facility $ 4,536,483

$ 3,858,233

~~______________________~~

~~(a)~~

The Company has a Credit Agreement, which has been amended multiple times and provides for senior secured credit facilities consisting of a revolving A credit facility in the amount of $1.285 billion, a term loan A facility in the amount of $2.69 billion and a term loan B facility in the amount of $350.0 million as of September 30, 2017. The revolving credit facility consists of (a) a revolving A credit facility in the amount of $800 million, with sublimits for letters of credit and swing line loans, (b) a revolving B facility in the amount of $450 million for swing line loans and multi-currency borrowings and, (c) a revolving C facility in the amount of $35 million for multi-currency borrowings in Australian Dollars or New Zealand Dollars. On January 20, 2017, the Company entered into the second amendment to the Credit Agreement, which established a new term B loan. On August 2, 2017, the Company entered into the third amendment to the Credit Agreement, which increased the total facility by $708.7 million and extended the terms of the credit facilities. The term A and revolver maturity dates are August 2, 2022 and the term B maturity date is August 2,2024. The term A and revolver pricing remains the same and the term B pricing was reduced by 25 basis points to LIBOR plus 200 basis points. In addition, the Company pays a quarterly commitment fee at a rate per annum ranging from 0.20% to 0.40% of the daily unused portion of the credit facility. The Company has unamortized debt discounts of $6.4 million related to the term A facility, $0.7 million related to the term B facility and deferred financings costs of

~~$5.4 million at September 30, 2017. In August 2017, the Company expensed $3.3 million and capitalized $10.6 million of debt issuance costs associated with the refinancing of its Credit Facility.~~

~~(b)~~

The Company is party to a $950 million receivables purchase agreement (Securitization Facility) that was amended and restated on December 1, 2015. There is a program fee equal to one month LIBOR and the Commercial Paper Rate of 1.27% plus 0.90% and 0.85% plus 0.90% as of September 30, 2017 and December 31, 2016, respectively. The unused facility fee is payable at a rate of 0.40% per annum as of September 30, 2017 and December 31, 2016.


~~(c)~~	~~Other debt includes the long-term portion of contingent consideration and deferred payments associated with certain of our businesses.~~

The Company was in compliance with all financial and non-financial covenants under the Credit Agreement and Securitization Facility at ~~September 30, 2017.~~March 31, 2024.

The contractual maturities of the Company’s total debt at March 31, 2024 were as follows (in thousands):


Remaining 2024	$	439,562
2025	185,250
2026	185,250
2027	2,774,312
2028	1,778,375
Thereafter	—
Total principal payments	5,362,749
Less: debt discounts and issuance costs included in debt	(19,695)
Total debt	$	5,343,054

9. Income Taxes

The ~~provision for income taxes differs from amounts computed by applying the U.S. federal~~Company's effective tax rate ~~of 35% to income before income taxes~~was 24.7% and 27.1% for the three months ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023, 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 months ended March 31, 2024 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. For the three months ended March 31, 2024, the effective tax rate decreased due to ~~the following (in thousands):~~

discrete items of $8.5 million mainly attributable to tax benefits arising from stock option exercises and awards vesting.

2017 2016
Computed tax expense at the U.S. federal tax rate $ 114,626
35.0 % $ 59,571
35.0 %
Changes resulting from:
Foreign income tax differential (9,247 ) (2.8 )% (4,265 ) (2.5 )%
Excess tax benefits related to stock-based compensation (4,360 ) (1.3 )% (8,247 ) (4.9 )%
State taxes net of federal benefits 5,926
1.8 % 1,678
1.0 %
Foreign-sourced nontaxable income 1,558
0.5 % (6,691 ) (3.9 )%
Valuation allowance on investment loss 16,718
5.1 % 960
0.6 %
Other (542 ) (0.2 )% (2,420 ) (1.4 )%
Provision for income taxes $ 124,679
38.1 % $ 40,586
23.9 %

10. Earnings Per Share

The Company reports basic and diluted earnings per share. Basic earnings per share is computed by dividing net income attributable to shareholders of the Company by the weighted average number of common shares outstanding during the reported period. Diluted earnings per share reflect the potential dilution related to equity-based incentives using the treasury stock method. The calculation and reconciliation of basic and diluted earnings per share attributable to Corpay for the three ~~and nine~~ months ended ~~September 30~~March 31, 2024 and 2023 is as follows (in thousands, except per share data) ~~follows:~~:

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Net income $ 202,823
$ 129,618
$ 457,503
$ 356,961
Denominator for basic earnings per share 90,751
92,631
91,619
92,604
Dilutive securities 2,250
2,676
2,304
2,600
Denominator for diluted earnings per share 93,001

95,307

93,923
95,204
Basic earnings per share $ 2.23
$ 1.40
$ 4.99
$ 3.85
Diluted earnings per share $ 2.18
$ 1.36
$ 4.87
$ 3.75


	Three Months Ended March 31,
	2024		2023
Net income attributable to Corpay	$	229,769	$	214,835
Denominator for basic earnings per share	71,769		73,521
Dilutive securities	1,776		962
Denominator for diluted earnings per share	73,545		74,483
Basic earnings per share attributable to Corpay	$	3.20	$	2.92
Diluted earnings per share attributable to Corpay	$	3.12	$	2.88

Diluted earnings per share attributable to Corpay for the three ~~month periods~~months ended ~~September 30, 2017~~March 31, 2024 and 2023 excludes the effect of ~~3.5~~0.3 million and 2.4 million shares, respectively, of common stock that may be issued upon the exercise of employee stock options because such effect would be ~~antidilutive.~~anti-dilutive. Diluted earnings per share attributable to Corpay also excludes the effect of ~~0.3 million shares~~an immaterial amount of ~~performance based~~performance-based restricted stock for which the performance criteria have not yet been achieved for ~~both~~ the three month periods ended ~~September 30, 2017~~March 31, 2024 and ~~2016, respectively.~~2023.

11. Segments

The Company reports information about its operating segments in accordance with the authoritative guidance related to segments. ~~The Company’s~~We manage and report our operating results through three reportable ~~segments represent components of the business for which separate financial information is evaluated regularly by the chief~~segments: Vehicle Payments, Corporate Payments and Lodging Payments. Our Gift and Payroll Card operating ~~decision maker in determining how to allocate resources and in assessing performance. The Company operates in two reportable~~ segments North America and International. The Company began reporting its results from Cambridge acquired in the third quarter of 2017 in its North America segment for Cambridge's business in the United States and Canada and within its International segment for Cambridge's business in all other countries outside of the United States and Canada. The Company is continuing to evaluate the allocation of Cambridge results to its reporting units and segments. The results of operations from the fuel card business acquired in Russia are included within ~~our International segment, from~~Other. These segments align with how the ~~date of acquisition. There were no inter-segment sales.~~Chief Operating Decision Maker (CODM) allocates resources, assesses performance and reviews financial information.

The Company’s segment results are as follows for the three ~~and nine~~ month periods ended ~~September 30~~March 31, 2024 and 2023 (in thousands):


	Three Months Ended March 31,
	20241		20232
Revenues, net:
Vehicle Payments	$	494,061	$	495,490
Corporate Payments	265,396		226,172
Lodging Payments	111,295		122,334
Other	64,499		57,337
	$	935,251	$	901,333
Operating income:
Vehicle Payments	$	225,695	$	223,480
Corporate Payments	104,711		80,382
Lodging Payments	47,276		54,563
Other	19,656		16,770
	$	397,338	$	375,195
Depreciation and amortization:
Vehicle Payments	$	50,321	$	50,350
Corporate Payments	20,803		20,160
Lodging Payments	11,630		11,398
Other	2,006		2,324
	$	84,760	$	84,232

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Revenues, net:
North America $ 364,443
$ 345,868
$ 1,037,386
$ 950,542
International 213,434
138,558
602,161
366,051
$ 577,877

$ 484,426

$ 1,639,547

$ 1,316,593
Operating income:
North America $ 138,748
$ 135,760
$ 394,646
$ 367,221
International 93,889
55,295
249,102
170,957
$ 232,637

$ 191,055

$ 643,748

$ 538,178
Depreciation and amortization:
North America $ 37,600
$ 32,739
$ 104,161
$ 96,351
International 31,556
24,345
94,570
45,497
$ 69,156

$ 57,084

$ 198,731

$ 141,848
Capital expenditures:
North America $ 9,167
$ 11,980
$ 30,901
$ 28,501
International 7,692
5,140
18,558
13,376
$ 16,859

$ 17,120

$ 49,459

$ 41,877
1Results from Zapay acquired in the first quarter of 2024 are reported in the Vehicle Payments segment from the date of acquisition.

2 Results of the Company's Russian business disposed of in August 2023 are included in the Vehicle Payments segment for all periods prior to disposition.

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)~~"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.

~~Shareholder Class Action and~~ Derivative Lawsuits

On June 14, 2017, a shareholder filed a class action complaint in the United States District Court for the Northern District of Georgia against the Company and certain of its officers and directors on behalf of all persons who purchased or otherwise acquired the Company’s stock between February 5, 2016 and May 2, 2017. On October 13, 2017, the shareholder filed an amended complaint asserting claims on behalf of a putative class of all persons who purchased or otherwise acquired the Company's common stock between February 4, 2016 and May 3, 2017. The complaint alleges that the defendants made false or misleading statements regarding fee charges and the reasons for its earnings and growth in certain press releases and other public statements in violation of the federal securities laws. Plaintiff seeks class certification, unspecified monetary damages, costs, and attorneys’ fees. The Company disputes the allegations in the complaint and intends to vigorously defend against the claims.

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.

and misleading public statements concerning the Company’s fee charges and financial and business ~~prospects;~~prospects, and ~~that certain defendants breached their fiduciary duties through allegedly~~making improper sales of stock. The complaint seeks ~~unspecified~~approximately $118 million in monetary damages on behalf of the Company, ~~corporate governance reforms,~~including contribution by defendants as joint tortfeasors with the Company in unfair and deceptive practices, and disgorgement of ~~profits, benefits~~incentive pay and ~~compensation by~~stock compensation. On January 24, 2023, the ~~defendants, restitution, costs,~~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 ~~attorneys’~~Eric R. Dey, against Mr. Clarke and ~~experts’ fees.~~Mr. Dey in Gwinnett County, Georgia. On ~~August 18, 2017,~~May 1, 2024, both pending derivative cases were transferred to the ~~court entered an order deferring the case pending a ruling on the defendants' motion to dismiss the putative shareholder class action, or until otherwise agreed to by the parties.~~Fulton County Metro Atlanta Business Case Division and consolidated as In re Corpay, Inc. Shareholder

Table of Contents

Derivative Litigation, CAFN 2023CV383303 (consolidated with CAFN 2023CV381421). The defendants dispute the allegations in the ~~complaint~~consolidated derivative action and intend to vigorously defend against the claims.

FTC Investigation

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. FLEETCOR 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 Company opposed the FTC’s motion for a stay or to voluntarily dismiss, and the court denied the FTC’s motion on February 7, 2022. In the meantime, the FTC’s administrative action is stayed. 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. The Company intends to appeal this decision after final judgment is issued. On October 20-21, 2022, the court held a hearing on the scope of injunctive relief. At the conclusion of the hearing, the Court did not enter either the FTC’s proposed order or the Company’s proposed order, and instead suggested that the parties enter mediation. Following mediation, both parties filed proposed orders with the Court.

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. 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. ~~Asset Dispositions~~Derivative Financial Instruments and Hedging Activities

~~Telematics Businesses~~

As part of the Company's plan to exit the telematics business, on July 27, 2017, the Company sold NexTraq, a U.S. fleet telematics business, to Michelin Group for $316 million. The Company recorded a pre-tax gain on the disposal of NexTraq of $175.0 million during the third quarter of 2017, which is net of transaction closing costs. The Company recorded tax on the gain of disposal of $65.8 million. The gain on the disposal is included in other (income) expense, net in the accompanying Unaudited Consolidated Statements of Income. NexTraq has historically been included in the Company's North America segment.

On September 30, 2017, the Company entered into an amended Masternaut investment agreement that resulted in the loss of significant influence, and the Company began accounting for the Masternaut investment by applying the cost method.

Foreign Currency Derivatives

The Company ~~regularly evaluates the carrying value of~~uses derivatives to facilitate cross-currency corporate payments by writing derivatives to customers within its investment and during the third quarter of 2017, the Company determined that the fair value of its 44% investment in Masternaut had declined as a result of the Company's loss of significant influence due to the amendment of the Masternaut investment agreement, executed September 30, 2017. As a result, the Company determined that the carrying value of its investment exceeded its fair value, and concluded that this decline in value was other than temporary.cross-border solution. The Company recorded a $44.6 million impairment loss in the Masternaut investment that includes adjustment for $31.4 million of currency losses previously recognized in accumulated other comprehensive income, in the three and nine months ended September 30, 2017, in the accompanying Unaudited Consolidated Statements of Income.

~~14. Derivative Financial Instruments~~

~~As a result of the Cambridge acquisition, the~~ Company writes derivatives, primarily foreign currency forward contracts, ~~and~~ option contracts, and swaps, mostly with small and medium size enterprises that are customers and derives a currency spread from this ~~activity, which was acquired during the third quarter of 2017.~~ activity.

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

•Forward contracts,, which are commitments to buy or sell at a future date a currency at a contract price and will be settled in cash.

•Option contracts, which ~~gives~~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 ~~primary~~ 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 ~~possible termination~~counterparty does not perform under the term of the ~~related contracts.~~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.~~

815, "Derivatives and Hedging".

The aggregate equivalent ~~United States~~U.S. dollar notional amount of foreign exchange derivative customer contracts held by the Company was $63.1 billion and $56.6 billion as of September 30, 2017 (in millions) is presented in the table below. Notional amounts do not reflect the netting of offsetting trades, although these offsetting positions may result in minimal overall market risk. Aggregate derivative notional amounts can fluctuate from period to period in the normal course of business based on market conditions, levels of customer activityMarch 31, 2024 and ~~other factors.~~

Net Notional
Foreign exchange contracts:
  Swaps $ 272.8
  Futures, forwards and spot 3,174.1
  Written options 1,338.6
  Purchased options 1,765.0
Total $ 6,550.5

December 31, 2023. The majority of customer foreign exchange contracts are written in ~~major~~ currencies such as the U.S. ~~Dollar,~~dollar, Canadian ~~Dollar,~~dollar, British ~~Pound, Euro~~pound, euro and Australian ~~Dollar.~~

dollar.

The following table summarizes the fair value of derivatives reported in the ~~Unaudited~~ Consolidated Balance ~~Sheet~~Sheets as of ~~September 30, 2017~~March 31, 2024 and December 31, 2023 (in millions):


	March 31, 2024
	Fair Value, Gross				Fair Value, Net
	Derivative Assets		Derivative Liabilities		Derivative Assets		Derivative Liabilities
Derivatives - undesignated:
Foreign exchange contracts	$	484.4	$	410.4	$	252.9	$	178.9
Less: Cash collateral	36.9		155.8		36.9		155.8
Total net derivative assets and liabilities	$	447.5	$	254.6	$	216.0	$	23.1

Derivative Assets

Derivative Liabilities

Fair Value

December 31, 2023

Fair Value, Gross

Derivative Assets

Derivatives - undesignated:

Over the counter

111.2

105.8

Exchange traded

—

0.4

Derivatives - undesignated:

Foreign exchange contracts

111.2

106.2

Cash collateral

(33.9

)

(20.3

)

Foreign exchange contracts

Less: Cash collateral

Total net derivative assets and liabilities

77.3

85.9

Total net derivative assets and liabilities

The fair values of derivative assets and liabilities associated with contracts, ~~that~~which include netting ~~language~~terms that the Company believes to be enforceable, have been ~~netted to present the Company's~~recorded net ~~exposure with these counterparties. The Company recognizes all derivative assets in~~within prepaid ~~expense~~expenses and other current assets, ~~and all derivative liabilities in~~other assets, other current liabilities ~~both net at~~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 ~~level~~deposits liability in the Consolidated Balance Sheets. The customer has the right to recall their collateral in the event exposures move in their favor, 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. Cash flows from the Company's foreign currency derivatives are classified as ~~right~~operating activities within the Unaudited Consolidated Statements of ~~offset exists, in its~~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 March 31, 2024 and December 31, 2023 (in millions):


		March 31, 2024		December 31, 2023
	Balance Sheet Classification	Fair Value

Derivative Assets	Prepaid expenses and other current assets	$	193.4	$	254.2
Derivative Assets	Other assets	$	59.5	$	66.0
Derivative Liabilities	Other current liabilities	$	131.4	$	190.4
Derivative Liabilities	Other noncurrent liabilities	$	47.5	$	54.3

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Cash Flow Hedges

On January 22, 2019, the Company entered into three interest rate swap cash flow contracts (the "swap contracts"). One contract (which matured in January 2022) had a notional value of $1.0 billion, while the other two contracts (with maturity dates of January 2023 and December 2023) each had a notional value of $500 million. The objective of these swap contracts was to reduce the variability of cash flows in the previously unhedged interest payments associated with $2.0 billion of unspecified variable rate debt, the sole source of which is due to changes in the LIBOR benchmark interest rate. At inception, the Company designated these contracts as hedging instruments in accordance with ASC 815, "Derivatives and Hedging."

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

On May 4, 2023, the Company amended the remaining LIBOR-based interest rate swap with a notional amount of $500 million from one-month term LIBOR of 2.55% to one-month term SOFR of 2.50%, without further changes to the terms of the swap. The Company applied certain expedients provided in ASU No. 2020-04, Reference Rate Reform (Topic 848), related to changes in critical terms of the hedging relationships due to reference rate reform, which allowed the change in critical terms without dedesignation of the hedging relationship.

In August 2023, the Company entered into eight additional receive-variable SOFR, pay-fixed interest rate swap derivative contracts with a cumulative notional U.S. dollar value of $2.0 billion as shown disaggregated in the table below. Further, in December 2023, the Company entered into five additional receive-variable SOFR, pay-fixed interest rate swap derivative contracts with a total notional U.S. dollar value of $500 million as shown disaggregated in the table below.

As of March 31, 2024, the Company had the following outstanding interest rate swap derivatives that qualify as hedging instruments within designated cash flow hedges of variable interest rate risk (in millions):


Notional Amount	Fixed Rates	Maturity Date
$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
$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
$150	3.87%	1/31/2027
$50	3.83%	1/31/2027
$50	3.85%	1/31/2027
$125	4.00%	1/31/2028
$125	3.99%	1/31/2028

The purpose of these contracts is to reduce the variability of cash flows in interest payments associated with the Company's unspecified variable rate debt, the sole source of which is due to changes in the SOFR benchmark interest rate. The Company has designated these derivative instruments as cash flow hedging instruments, which are expected to be highly effective at offsetting changes in cash flows of the related underlying exposure. As a result, changes in fair value of the interest rate swaps are recorded in accumulated other comprehensive loss. For each of these swap contracts, the Company pays a fixed monthly rate and receives one month SOFR. The Company reclassified $12.7 million and $5.1 million from accumulated other comprehensive loss resulting in a benefit to interest expense, net for the three months ended March 31, 2024 and 2023, respectively, related to these interest rate swap contracts. Cash flows related to the Company's interest rate swap derivatives are classified as operating activities within the Unaudited Consolidated Statements of Cash Flows, as such cash flows relate to hedged interest payments 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 ~~fair value. The gain or loss~~classification on the accompanying Consolidated Balance Sheets, as of March 31, 2024 and December 31, 2023 (in millions). See Note 3 for additional information on the fair value of the Company’s swap contracts.


		March 31, 2024		December 31, 2023
	Balance Sheet Classification	Fair Value
Derivatives designated as cash flow hedges:
Swap contracts	Prepaid expenses and other current assets	$	34.3	$	23.5
Swap contracts	Other assets	$	2.4	$	—
Swap contracts	Other current liabilities	$	—	$	—
Swap contracts	Other noncurrent liabilities	$	16.8	$	55.8

As of March 31, 2024, the estimated net amount of the existing gains expected to be reclassified into earnings within the next 12 months is approximately $34.3 million.

Net Investment Hedge

In February 2023, the Company entered into a cross-currency interest rate swap that was designated as a net investment hedge of our investments in euro-denominated operations. This contract effectively converted $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 created 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. The Company terminated this net investment hedge on February 1, 2024, which resulted in net cash payments totaling $3.9 million. The loss on the net investment hedge will remain in accumulated other comprehensive loss and will only be reclassified into earnings if and when the underlying euro-denominated net investment is sold or liquidated.

In February 2024, we entered into four new cross-currency interest rate swaps that are designated as net investment hedges of our investments in euro-denominated operations. These contracts effectively convert an aggregate $500 million of U.S. dollar equivalent to an obligation denominated in euro, and partially offset the impact of changes in currency rates on our euro-denominated net investments. These contracts also create a positive interest differential on the U.S. dollar-denominated portion of the swap, resulting in a 1.55% 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. The Company anticipates perfect effectiveness of the designated hedging relationship and records 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 ~~immediately within other (income)~~directly in earnings as interest expense, net. The Company recognized a benefit of $2.0 million and $1.5 million in interest expense, net for the three months ended March 31, 2024 and 2023, respectively, related to these excluded components. Upon settlement, cash flows attributable to derivatives designated as net investment hedges will be classified as investing activities in the Unaudited Consolidated Statements of ~~Income. At September 30, 2017, $150.7 million derivative assets~~Cash Flows.

The following table presents the fair value of the Company’s cross-currency interest rate swaps designated as a net investment hedge, as well as their classification on the accompanying Consolidated Balance Sheets, as of March 31, 2024 and ~~$70.9 million derivative liabilities were recorded~~December 31, 2023 (in millions).


		March 31, 2024		December 31, 2023
	Balance Sheet Classification	Fair Value
Cross-currency interest rate swaps designated as a net investment hedge:
Net investment hedge	Prepaid expenses and other current assets	$	7.9	$	—

Net investment hedge	Other current liabilities	$	—	$	14.5
Net investment hedge	Other noncurrent liabilities	$	9.5	$	—

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14. Accumulated Other Comprehensive Loss (AOCL)

The changes in the ~~Consolidated Balance Sheet.~~components of AOCL, net of tax and noncontrolling interest, for the three months ended March 31, 2024 and 2023 are as follows (in thousands):


	March 31, 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	(95,870)		72,951		(22,919)
Amounts reclassified from AOCL	—		(12,688)		(12,688)
Tax effect	—		(16,141)		(16,141)
Other comprehensive (loss) income, net of tax	(95,870)		44,122		(51,748)
Balance at March 31, 2024	$	(1,354,152)	$	13,305	$	(1,340,847)

Other comprehensive loss attributable to the Company's noncontrolling interest, which are not included in the table above, for the three months ended March 31, 2024 consisted of foreign currency translation losses of $0.2 million.


	March 31, 2023
	Cumulative Foreign Currency Translation		Unrealized (Losses) Gains on Derivative Instruments		Total Accumulated Other Comprehensive Loss Attributable to Corpay
Balance at December 31, 2022	$	(1,518,640)	$	8,990	$	(1,509,650)
Other comprehensive income (loss) before reclassifications	81,107		(3,640)		77,467
Amounts reclassified from AOCL	—		(5,089)		(5,089)
Tax effect	—		3,256		3,256
Other comprehensive income (loss), net of tax	81,107		(5,473)		75,634
Balance at March 31, 2023	$	(1,437,533)	$	3,517	$	(1,434,016)

15. Subsequent Events

Acquisition

In May 2024, the Company signed definitive agreements to acquire 100% of Paymerang, a U.S.-based leader in accounts payables automation solutions, for approximately $475 million. The acquisition expands Corpay's presence in several vertical markets. The transaction is expected to close in the second quarter of 2024, subject to regulatory approval and customary closing conditions.

Net Investment Hedges

On April 15, 2024, the Company terminated its existing net investment hedge and simultaneously entered into four new cross-currency interest rate swaps designated as net investment hedges of our investments in euro-denominated operations. These contracts effectively convert an aggregate $500 million of U.S. dollar equivalent to an obligation denominated in euro, and partially offset the impact of changes in currency rates on our euro-denominated net assets. These contracts also create a positive interest differential on the U.S. dollar-denominated portion of the swap, resulting in a 1.85% interest rate savings on the USD notional.

On May 7, 2024, the Company entered into three new cross-currency interest rate swaps designated as net investment hedges of our investments in CAD-denominated operations. These contracts effectively convert an aggregate $500 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 assets. These contracts also create a positive interest differential on the U.S. dollar-denominated portion of the swap, resulting in a 0.602% interest rate savings on the USD notional.

Further, on May 8, 2024, the Company entered into four new cross-currency interest rate swaps designated as net investment hedges of our investments in GBP-denominated operations. These contracts effectively convert an aggregate $750 million of U.S. dollar equivalent to an obligation denominated in GBP, and partially offset the impact of changes in currency rates on our GBP-denominated net assets. These contracts also create a positive interest differential on the U.S. dollar-denominated portion of the swap, resulting in a 0.317% interest rate savings on the USD notional.



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. ~~See “Special Cautionary Notice Regarding Forward-Looking Statements”.~~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, 2023 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~~Oanda for the applicable periods.

~~This management’s~~The following discussion and analysis ~~should~~of our financial condition and results of operations generally discusses the three months ended March 31, 2024 and 2023, with period-over-period comparisons between these periods. A detailed discussion of 2023 items and period-over-period comparisons between the three months ended March 31, 2023 and 2022 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 March 31, 2023.

Executive Overview

Effective March 25, 2024, FLEETCOR Technologies, Inc. changed its corporate name to Corpay, Inc. At that time, the Company ceased trading under the ticker symbol "FLT" and began trading under our new ticker symbol, "CPAY," on the New York Stock Exchange ("NYSE") effective March 25, 2024. Corpay is a global corporate payments company that helps businesses and consumers better manage and control their expenses. Corpay's suite of modern payment solutions help customers better manage vehicle-related expenses (e.g., fueling, tolls and parking), lodging expenses (e.g., hotel bookings) and corporate payments (e.g., domestic and international vendors). This results in our customers saving time and ultimately spending less. Since its incorporation in 2000, Corpay's payment and spend management solutions have been delivered in a variety of ways depending on the needs of the customer. From physical payment cards to software that includes customizable controls and robust payment capabilities, we provide businesses with a better way to pay.

Businesses spend an estimated $135 trillion each year in transactions with other businesses. In many instances, businesses 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 business-to-business purchases. This often results in wasted time and money due to unnecessary or unauthorized spending, fraud, receipt collection, data input and consolidation, report generation, reimbursement processing, account reconciliations, employee disciplinary actions, and more.

Corpay’s vision is that every payment is digital, every purchase is controlled, and every related decision is informed. Digital payments are faster and more secure than paper-based methods such as checks, 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 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 Geo-Political Events on Our Business

The current military conflicts between Russia and Ukraine, as well as within the Middle East continue to create substantial uncertainty about the global economy in the future. Although the length, impact and outcome of the ongoing military conflicts are highly unpredictable, these conflicts could lead to significant market and other disruptions. We have recently exited the Russia market via the disposition of our Russia business, which closed in the third quarter of 2023 (see "Russia Disposition" section below), and we do not have material operations in Israel or Gaza. We cannot predict how and the extent to which these conflicts will affect our customers, operations or business partners or the demand for our products and our global business.

We are actively monitoring the situations and assessing the impact on our business. The extent, severity, duration and outcome of the military conflicts, sanctions and resulting market disruptions could be significant and could potentially have substantial impact on the global economy and our business for an unknown period of time. Any such disruptions may also ~~be read in conjunction with~~magnify the ~~management’s discussion~~impact of other risks described herein and ~~analysis and consolidated financial statements and related notes included~~ in our Annual Report on Form ~~10-K for~~10-K.

Table of Contents

Russia Disposition

We completed the ~~year ended December 31, 2016.~~

~~General Business~~

~~Fleetcor is~~sale of our Russia business on August 15, 2023. The sale included the entirety of our operations in Russia and resulted in a leading global provider of commercial payment solutions. We primarily go to market with our fuel card payments product solutions, corporate payments products, toll products, lodging cards and gift cards.complete exit from the Russia market. Our ~~products are used~~business in ~~53 countries around the world, with our primary geographies in the U.S., Brazil and the U.K., which~~Russia accounted for approximately ~~92%~~$24.5 million of our revenue in 2016. Our core products are primarily sold to businesses, retailers, major oil companies and marketers and government entities. Our payment programs enable our customers to better manage and control their commercial payments, card programs, and employee spending and provide card-accepting merchants with a high volume customer base that can increase their sales and customer loyalty. We also provide a suite of fleet related and workforce payment solution products, including mobile telematics services, fleet maintenance management and employee benefit and transportation related payments. In 2016, we processed approximately 2.2 billion transactions on our proprietary networks and third-party networks (which includes approximately 1.3 billion transactions related to our SVS product, acquired with Comdata). We believe that our size and scale, geographic reach, advanced technology and our expansive suite of products, services, brands and proprietary networks contribute to our leading industry position.

~~We provide our payment products and services in a variety of combinations to create customized payment solutions~~consolidated income before income taxes for our customers and partners. We collectively refer to our suite of product offerings as workforce productivity enhancement products for commercial businesses. We sell a range of customized fleet and lodging payment programs directly and indirectly to our customers through partners, such as major oil companies, leasing companies and petroleum marketers. We refer to these major oil companies, leasing companies, petroleum marketers, value-added resellers (VARs) and other referral partners with whom we have strategic relationships as our “partners.” We provide our customers with various card products that typically function like a charge card to purchase fuel, lodging, food, toll, transportation and related products and services at participating locations. While we refer to companies with whom we have strategic relationships as "partners", our legal relationships with these companies are contractual, and do not constitute legal partnerships.

~~We support our products with specialized issuing, processing and information services that enable us to manage card accounts, facilitate~~ the routing, authorization, clearing and settlement of transactions, and provide value-added functionality and data, including customizable card-level controls and productivity analysis tools. In order to deliver our payment programs and services and process transactions, we own and operate proprietary “closed-loop” networks through which we electronically connect to merchants and capture, analyze and report customized information in North America and internationally. We also use third-party networks to deliver our payment programs and services in order to broaden our card acceptance and use. To support our payment products, we also provide a range of services, such as issuing and processing, as well as specialized information services that provide our customers with value-added functionality and data. Our customers can use this data to track importantthree months ended March 31, 2023. The Russia business productivity metrics, combat fraud and employee misuse, streamline expense administration and lower overall workforce and fleet operating costs. Depending on our customers’ and partners’ needs, we provide these services in a variety of outsourced solutions ranging from a comprehensive “end-to-end” solution (encompassing issuing, processing and network services) to limited back office processing services.

~~Executive Overview~~

~~We operate in two segments, which we refer to as our North America and International segments. Our revenue is~~was historically reported net of the wholesale cost for underlying products and services. In this report, we refer to this net revenue as “revenue.” See “Results of Operations” for additional segment information. We report our results from Cambridge acquired in the third quarter of 2017 in our North America segment for Cambridge's business in the United States and Canada and within our ~~International segment for Cambridge's business in all other countries outside of the United States and Canada. We are continuing to evaluate the~~

allocation of Cambridge results to our reporting units and segments. As part of our plan to exit the telematics business, on July 27, 2017, we sold NexTraq, a U.S. fleet telematics business, which has historically been included in our North AmericaVehicle Payments segment.

Results

~~For the three and nine months ended September 30, 2017 and 2016, our North America and International segments generated the following revenue (in millions):~~

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
(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
North America $ 364.4
63.1 % $ 345.9
71.4 % $ 1,037.4
63.3 % $ 950.5
72.2 %
International 213.4
36.9 % 138.6
28.6 % 602.2
36.7 % 366.1
27.8 %
$ 577.9
100.0 % $ 484.4
100.0 % $ 1,639.5
100.0 % $ 1,316.6
100.0 %

Revenues, net, Net Income Attributable to Corpay and Net Income Per Diluted ~~Share.~~Share Attributable to Corpay. Set forth below are revenues, net, net income attributable to Corpay and net income per diluted share attributable to Corpay for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023, (in ~~thousands,~~millions, except per share amounts).


	Three Months Ended March 31,
(Unaudited)	2024		2023
Revenues, net	$	935.3	$	901.3
Net income attributable to Corpay	$	229.8	$	214.8
Net income per diluted share attributable to Corpay	$	3.12	$	2.88

Three Months Ended September 30, Nine Months Ended September 30,
(Unaudited) 2017 2016 2017 2016
Revenues, net $ 577,877
$ 484,426
$ 1,639,547
$ 1,316,593
Net income $ 202,823
$ 129,618
$ 457,503
$ 356,961
Net income per diluted share $ 2.18
$ 1.36
$ 4.87
$ 3.75

~~Adjusted Revenues,~~ Adjusted Net Income ~~and~~Attributable to Corpay, Adjusted Net Income Per Diluted ~~Share.~~Share Attributable to Corpay, EBITDA and EBITDA margin. Set forth below are adjusted ~~revenues, adjusted~~ net income, ~~and~~ adjusted net income per diluted share, EBITDA and EBITDA margin for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023 (in ~~thousands,~~millions, except per share amounts).


	Three Months Ended March 31,
(Unaudited)	2024			2023
Adjusted net income attributable to Corpay	$	301.3		$	283.1
Adjusted net income per diluted share attributable to Corpay	$	4.10		$	3.80
EBITDA	$	482.4		$	460.1
EBITDA margin	51.6		%	51.0		%

Three Months Ended September 30, Nine Months Ended September 30,
(Unaudited) 2017 2016 2017 2016
Adjusted revenues $ 550,190
$ 456,212
$ 1,556,857
$ 1,237,838
Adjusted net income $ 202,769
$ 183,310
$ 574,795
$ 478,959
Adjusted net income per diluted share $ 2.18
$ 1.92
$ 6.12
$ 5.03

~~We use~~Adjusted net income attributable to Corpay, adjusted ~~revenues as~~net income per diluted share attributable to Corpay, 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 ~~basis to evaluate our revenues, net~~reconciliation of the ~~commissions that are paid~~non-GAAP financial measure to ~~merchants that participate~~the most directly comparable financial measure calculated in certain of our card programs. The commissions paid to merchants can vary when market spreads fluctuate in much the same way as revenues are impacted when market spreads fluctuate. Thus, we believe this is an effective way to evaluate our revenue performance on a consistent basis.accordance with U.S. generally accepted accounting principles, or GAAP. We use adjusted net income ~~and~~attributable to Corpay, adjusted net income per diluted share attributable to Corpay, 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. ~~Adjusted revenues, adjusted net income~~These non-GAAP measures are presented solely to permit investors to more fully understand how our management assesses underlying performance and ~~adjusted net income per diluted share~~ are ~~supplemental non-GAAP~~not, and should not be viewed as, a substitute for GAAP measures, and should be viewed in conjunction with our GAAP financial ~~measures of operating performance. See the heading entitled “Management’s Use of Non-GAAP Financial Measures.”~~measures.

Sources of Revenue

~~Transactions.~~ ~~In both~~Corpay offers a variety of payment solutions that simplify, automate, secure, digitize and effectively control the way businesses and consumers manage and pay their expenses. We provide our ~~segments,~~payment solutions to our business, merchant, consumer and payment network customers in more than 150 countries around the world today, although we ~~derive revenue from transactions. As illustrated~~operate primarily in three geographies, with 83% of our revenues generated in the ~~diagram below, a transaction is defined as a purchase by a customer.~~U.S., Brazil, and the U.K. Our customers may include ~~holders of our card products~~commercial businesses (obtained through direct and ~~those of our~~indirect channels) and partners for whom we manage ~~card~~payment programs, ~~members~~as well as individual consumers.

We manage and report our operating results through three reportable segments: Vehicle Payments, Corporate Payments, and Lodging Payments. 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.

Our revenue is generally reported net of ~~our proprietary networks who are provided access to our~~the cost for underlying products and services purchased. In this report, we refer to this net revenue as “revenue" or "revenues, net." See “Results of Operations” for additional segment information.

Revenues, net, by Segment. For the three months ended March 31, 2024 and ~~commercial businesses~~2023, our segments generated the following revenue (in millions).

Table of Contents


	Three Months Ended March 31,
(Unaudited)	2024				2023
Revenues by Segment*	Revenues, net		% of Total Revenues, net		Revenues, net		% of Total Revenues, net
Vehicle Payments	$	494.1	53	%	$	495.5	55	%
Corporate Payments	265.4		28	%	226.2		25	%
Lodging Payments	111.3		12	%	122.3		14	%
Other	64.5		7	%	57.3		6	%
Consolidated revenues, net	$	935.3	100	%	$	901.3	100	%

*Columns may not calculate due to ~~whom we provide workforce payment productivity solutions. Revenue from transactions is derived from~~rounding. Other includes our ~~merchant~~Gift and network relationships, as well as our customers and partners. Through our merchant and network relationships we primarily offer fuel cards, corporate cards, virtual cards, purchasing cards, T&E cards, gift cards, stored value payroll cards, vehicle maintenance, food, fuel, toll and transportation cards and vouchers and lodging services to our customers.

The following diagram illustrates a typical transaction flow, for our fuel card, vehicle maintenance, lodging and food, toll and transportation card and voucher products. This illustration is not applicable to all of ourPayroll Card businesses.

~~Illustrative Transaction Flow~~

~~From~~We generate revenue in our ~~customers and partners, we derive revenue from~~Vehicle Payments segment through a variety of program fees, including transaction fees, card fees, network fees and charges, ~~which can~~as well as from interchange. These fees may be charged as fixed ~~fees, cost~~amounts, costs plus a mark-up, or based on a percentage ~~discount from retail prices.~~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.

~~From~~In our ~~merchant and network relationships, we derive~~Corporate Payments segment, our payables business primarily earns revenue ~~mostly~~ from the difference between the ~~price~~amount charged to athe customer ~~for a transaction~~ and the ~~price~~amount paid to the ~~merchant~~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 cross-border payments business also derives revenue from our risk management business, which aggregates foreign currency exposures arising from customer contracts and economically hedges the resulting net currency risks by entering into offsetting contracts with established financial institution counterparties. Revenues from risk management products and foreign exchange payment services are primarily comprised of the difference between the exchange rate we set for the ~~same transaction, as well as network fees~~customer and ~~charges in certain businesses. As illustrated~~the rate available in the ~~table below,~~wholesale foreign exchange market.

In our Lodging Payments segment, we primarily earn revenue from the ~~price~~difference between the amount charged to the customer and the amount paid to the hotel for a ~~merchant~~given transaction or based on commissions paid by hotels. We may also charge fees for access to the network may be calculated as (i) the merchant’s wholesale cost of the product plus a markup; (ii) the transaction purchase price less a percentage discount; or (iii) the transaction purchase price less a fixed fee per unit.and ancillary services provided.

The ~~following table presents an illustrative~~remaining revenues represent other solutions in our Gift and Payroll card businesses. In these businesses, we primarily earn revenue ~~model for transactions with~~from the ~~merchant, which is primarily applicable to fuel based product transactions, but~~processing of transactions. We may also ~~be applied to our vehicle maintenance, lodging and food, fuel, toll and transportation card and voucher products, substituting transactions~~charge fees for ~~gallons. This representative model may not include all of our businesses.~~ancillary services provided.

~~Illustrative Revenue Model for Fuel Purchases~~

~~(unit of one gallon)~~

Merchant Payment Methods
Retail Price $ 3.00
i) Cost Plus Mark-up: ii) Percentage Discount: iii) Fixed Fee:
Wholesale Cost (2.86 ) Wholesale Cost $ 2.86
Retail Price $ 3.00
Retail Price $ 3.00
Mark-up 0.05
Discount (3%) (0.09 ) Fixed Fee (0.09 )
FleetCor Revenue $ 0.14

Merchant Commission $ (0.05 ) Price Paid to Merchant $ 2.91
Price Paid to Merchant $ 2.91
Price Paid to Merchant $ 2.91
Price Paid to Merchant $ 2.91

Revenues, net, by Geography. Revenues, net by geography ~~product and source.~~ ~~Set forth below are further breakdowns of revenue by geography, product and source~~ for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023, were as follows (in millions).

Three Months Ended September 30, Nine Months Ended September 30,
Revenue by Geography* 2017
2016 2017 2016
(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
United States $ 358
62 % $ 346
71 % $ 1,031
63 % $ 951
72 %
United Kingdom 61
11 % 56
12 % 174
11 % 175
13 %
Brazil 101
17 % 43
9 % 287
17 % 78
6 %
Other 58
10 % 40
8 % 148
9 % 113
9 %
Consolidated revenues, net $ 578
100 % $ 484
100 % $ 1,640
100 % $ 1,317
100 %


	Three Months Ended March 31,
(Unaudited)	2024				2023
Revenues by Geography*	Revenues, net		% of Total Revenues, net		Revenues, net		% of Total Revenues, net
United States	$	504.6	54	%	$	513.6	57	%
Brazil	148.4		16	%	121.7		14	%
United Kingdom	121.4		13	%	107.7		12	%
Other	160.8		17	%	158.2		18	%
Consolidated revenues, net	$	935.3	100	%	$	901.3	100	%

^*Columns may not calculate due to ~~impact of~~ rounding.

Subsequent to 2016, as we continued to refine the level of detail behind the product category splits, we reclassified certain amounts into "Other" that we believe are more representative of that category. This reclassification has been applied to the 2016 and 2017 comparable data disclosed in the "Revenue by Product Category" table below.

Three Months Ended September 30,
Nine Months Ended September 30,⁸
Revenue by Product Category* 2017 2016 2017 2016
(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
Fuel cards $ 276
48 % $ 259
53 % $ 815
50 % $ 741
56 %
Corporate Payments 72
12 % 46
10 % 169
10 % 132
10 %
Tolls 83
14 % 26
5 % 236
14 % 30
2 %
Lodging 33
6 % 28
6 % 86
5 % 74
6 %
Gift 55
9 % 58
12 % 144
9 % 138
10 %
Other 59
10 % 67
14 % 189
12 % 201
15 %
Consolidated revenues, net $ 578
100 % $ 484
100 % $ 1,640
100 % $ 1,317
100 %

^*~~Columns may not calculate due to impact of rounding.~~

Three Months Ended September 30,
Nine Months Ended September 30,⁸
Major Sources of Revenue* 2017 2016 2017 2016
(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
Customer
Processing and program revenue¹
$ 288
50 % $ 218
45 % $ 781
48 % $ 563
43 %
Late fees and finance charges²
34
6 % 31
6 % 105
6 % 86
7 %
Miscellaneous fees³
32
5 % 34
7 % 97
6 % 93
7 %
354
61 % 283
58 % 983
60 % 742
56 %
Merchant

Discount revenue (fuel)⁴
77
13 % 68
14 % 223
14 % 194
15 %
Discount revenue (nonfuel)⁵
45
8 % 40
8 % 130
8 % 116
9 %
Tied to fuel-price spreads⁶
53
9 % 53
11 % 165
10 % 145
11 %
Program revenue⁷
49
8 % 41
8 % 139
8 % 119
9 %
224
39 % 202
42 % 657
40 % 574
44 %
Consolidated revenues, net $ 578
100 % $ 484
100 % $ 1,640
100 % $ 1,317
100 %

¹Includes revenue from customers based on accounts, cards, devices, transactions, load amounts and/or purchase amounts, etc. for participation in our various fleet and workforce related programs; as well as, revenue from partners (e.g., major retailers, leasing companies, oil companies, petroleum marketers, etc.) for processing and network management services. Primarily represents revenue from North American trucking, lodging, prepaid benefits, telematics, gifts cards and toll related businesses.

²~~Fees for late payment and interest charges for carrying a balance charged to a customer.~~

³Non-standard fees charged to customers based on customer behavior or optional participation, primarily including high credit risk surcharges, over credit limit charges, minimum processing fees, printing and mailing fees, environmental fees, etc.

⁴~~Interchange revenue directly influenced by the absolute price of fuel and other interchange related to fuel products.~~

⁵~~Interchange revenue related to nonfuel products.~~

⁶~~Revenue derived from the difference between the price charged to a fleet customer for a transaction and the price paid to the merchant for the same transaction.~~

⁷~~Revenue derived primarily from the sale of equipment, software and related maintenance to merchants.~~

⁸Amounts shown for the nine months ended September 30, 2017 and 2016 reflect immaterial corrections in estimated allocation of revenue by product and sources of revenue from previously disclosed amounts for the prior period.

*We may not be able to precisely calculate revenue by source, as certain estimates were made in these allocations. Columns may not calculate due to impact of rounding. This table reflects how management views the sources of revenue and may not be consistent with prior disclosure.

~~Revenue per transaction.~~ ~~Set forth below is revenue per transaction information for the three~~Revenues, net by Key Performance Metric and ~~nine months ended September 30, 2017~~Organic Growth. Revenues, net by key performance metric and ~~2016:~~

Three Months Ended September 30, Nine Months Ended September 30,
(Unaudited) 2017 2016 2017 2016
Transactions (in millions)
North America 398.4
370.1
1,301.1
1,214.3
International 280.7
127.4
823.0
233.3
Total transactions 679.1

497.5

2,124.1

1,447.6
Revenue per transaction

North America $ 0.91
$ 0.93
$ 0.80
$ 0.78
International 0.76
1.09
0.73
1.57
Consolidated revenue per transaction 0.85
0.97
0.77
0.91

For the three months ended September 30, 2017, total transactions increased from 497.5 million to 679.1 million, an increase of 181.6 million transactions, or 37%. For the nine months ended September 30, 2017, total transactions increased from 1,447.6 million to 2,124.1 million, an increase of 676.4 million transactions, or 47%. North Americanorganic growth by segment transactions increased approximately 8% and 7% in the three and nine months ended September 30, 2017 as compared to 2016, respectively, due primarily to growth in our SVS and fuel card businesses. Transaction volumes in our international segment increased by 120% and 253% in the three and nine months ended September 30, 2017 as compared to 2016, respectively, primarily due to the acquisition of STP and Travelcard during the third quarter of 2016.

~~Set forth below is further breakdown of revenue and revenue per transaction, by product category~~ for the three months ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023, were as follows (in millions except revenues, net per ~~transaction)~~key performance indicator)*:


	As Reported				Pro Forma and Macro Adjusted2
	Three Months Ended March 31,				Three Months Ended March 31,
(Unaudited)	2024	2023	Change	% Change	2024	2023	Change	% Change
VEHICLE PAYMENTS
'- Revenues, net	$494.1	$495.5	$(1.4)	—%	$492.1	$475.0	$17.2	4%
'- Transactions	199.7	148.1	51.6	35%	199.7	186.5	13.2	7%
'- Revenues, net per transaction	$2.47	$3.35	$(0.88)	(26)%	$2.46	$2.55	$(0.08)	(3)%
'- Tag transactions3	21.3	19.6	1.7	9%	21.3	19.6	1.7	9%
'- Parking transactions	60.9	—	60.9	100%	60.9	54.3	6.6	12%
'- Fleet transactions	107.9	122.8	(14.9)	(12)%	107.9	106.9	1.0	1%
'- Other transactions	9.6	5.7	3.9	68%	9.6	5.7	3.8	67%
CORPORATE PAYMENTS
'- Revenues, net	$265.4	$226.2	$39.2	17%	$264.3	$226.2	$38.1	17%
'- Spend volume	$36,804	$36,518	$286	1%	$36,804	$36,518	$286	1%
'- Revenue, net per spend $	0.72%	0.62%	0.10%	16%	0.72%	0.62%	0.10%	16%
LODGING PAYMENTS
'- Revenues, net	$111.3	$122.3	$(11.0)	(9)%	$111.2	$122.3	$(11.2)	(9)%
'- Room nights	8.2	9.4	(1.1)	(12)%	8.2	9.4	(1.1)	(12)%
'- Revenues, net per room night	$13.52	$13.07	$0.45	3%	$13.51	$13.07	$0.44	3%
OTHER1
'- Revenues, net	$64.5	$57.3	$7.2	12%	$64.3	$57.3	$6.9	12%
'- Transactions	367.3	325.7	41.6	13%	367.3	325.7	41.6	13%
'- Revenues, net per transaction	$0.18	$0.18	$—	—%	$0.17	$0.18	$—	(1)%
CORPAY CONSOLIDATED REVENUES, NET
'- Revenues, net	$935.3	$901.3	$34.0	4%	$931.8	$880.8	$51.0	6%

As Reported
Pro Forma and Macro Adjusted²
Three Months Ended September 30, Three Months Ended September 30,
(Unaudited) 2017 2016 Change
%
Change

2017³

2016⁴
Change
%
Change
FUEL CARDS
‑Transactions⁵
119.6
112.5
7.1
6 % 119.6
113.6
6.0
5 %
‑Revenues, net per transaction $ 2.31
$ 2.30
$ 0.01
— % $ 2.29
$ 2.28
$ 0.01
— %
‑ Revenues, net $ 276.2
$ 258.8
$ 17.4
7 % $ 274.0
$ 259.5
$ 14.5
6 %
CORPORATE PAYMENTS

‑Transactions 10.9
10.0
0.9
9 % 10.9
10.2
0.7
7 %
‑Revenues, net per transaction $ 6.63
$ 4.61
$ 2.02
44 % $ 6.58
$ 5.99
$ 0.58
10 %
‑ Revenues, net $ 72.2
$ 46.1
$ 26.1
57 % $ 71.7
$ 61.3
$ 10.4
17 %
TOLLS

‑Transactions 231.0
81.1
149.8
185 % 231.0
225.0
5.9
3 %
‑Revenues, net per transaction $ 0.36
$ 0.32
$ 0.04
13 % $ 0.35
$ 0.30
$ 0.05
16 %
‑ Revenues, net $ 82.9
$ 25.8
$ 57.1
221 % $ 80.8
$ 67.8
$ 13.0
19 %
LODGING

‑Transactions 4.1
3.5
0.6
17 % 4.1
3.5
0.6
17 %
‑Revenues, net per transaction $ 8.14
$ 8.04
$ 0.10
1 % $ 8.14
$ 8.04
$ 0.10
1 %
‑ Revenues, net $ 33.2
$ 28.1
$ 5.2
18 % $ 33.2
$ 28.1
$ 5.2
18 %
GIFT

‑Transactions 294.1
269.5
24.6
9 % 294.1
269.5
24.6
9 %
‑Revenues, net per transaction $ 0.19
$ 0.22
$ (0.03 ) (14 )% $ 0.19
$ 0.22
$ (0.03 ) (14 )%
‑ Revenues, net $ 54.8
$ 58.3
$ (3.5 ) (6 )% $ 54.8
$ 58.3
$ (3.5 ) (6 )%
OTHER¹

‑Transactions⁵
19.4
20.8
(1.4 ) (7 )% 19.4
20.4
(1.0 ) (5 )%
‑Revenues, net per transaction $ 3.01
$ 3.24
$ (0.22 ) (7 )% $ 2.99
$ 2.80
$ 0.20
7 %
‑ Revenues, net $ 58.5
$ 67.4
$ (8.8 ) (13 )% $ 58.1
$ 57.1
$ 1.0
2 %
FLEETCOR CONSOLIDATED REVENUES

‑Transactions⁵
679.1
497.5
181.6
37 % 679.1
642.2
36.8
6 %
‑Revenues, net per transaction $ 0.85
$ 0.97
$ (0.12 ) (13 )% $ 0.84
$ 0.83
$ 0.01
2 %
‑ Revenues, net $ 577.9
$ 484.4
$ 93.5
19 % $ 572.6
$ 532.1
$ 40.6
8 %



*Columns may not calculate due to impact of rounding.
¹Other includes ~~telematics, maintenance, food,~~Gift and ~~transportation related businesses.~~Payroll Card operating segments.
² Pro forma and macro adjusted revenue is a non-GAAP financial measure defined as revenues, net adjusted for the impact of the macroeconomic environment and acquisitions and dispositions and other one-time items. We use pro forma and macro adjusted revenue as a basis to evaluate our organic growth. See ~~the~~ heading entitled ~~“Management’s~~"Managements' Use of Non-GAAP Financial ~~Measures”~~Measures" for a reconciliation of pro forma and macro adjusted revenue by product and metric non-GAAP measures to the ~~GAAP equivalent.~~comparable financial measure calculated in accordance with GAAP. The calculated change represents organic growth rate.
³~~2017 is adjusted to remove the impact of changes~~ Represents total tag subscription transactions in the ~~macroeconomic environment to be consistent with the same period of prior year, using constant fuel prices, fuel price spreads and foreign exchange rates.~~quarter. Average monthly tag subscriptions for 2024 is 7.1 million
⁴~~2016 is pro forma~~* Columns may not calculate due to ~~include acquisitions and exclude dispositions consistent with 2017 ownership.~~
⁵~~2016 and YTD 2017 transactions reflect immaterial corrections from previously disclosed amounts for the prior period.~~ rounding.

Revenue per ~~transaction~~relevant key performance indicator (KPI), which may include transactions, spend volume, room nights, or other metrics, is derived from the various revenue types as discussed above and 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 ~~spread margins.~~price spreads. Relevant KPI is derived by broad product type and may differ from how we describe the business. Revenue per ~~transaction~~KPI per customer ~~changes~~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 of transaction volumes and revenue per transaction.

Organic revenue growth is a supplemental non-GAAP financial measure of operating performance. Organic revenue growth is calculated as revenue growth 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 Corpay.

Table of Contents

Sources of Expenses

We incur expenses in the following categories:

~~Merchant commissions~~—In certain of our card programs, we incur merchant commissions expense when we reimburse merchants with whom we have direct, contractual relationships for specific transactions where a customer purchases products or services from the merchant. In the card programs where it is paid, merchant commissions equal the difference between the price paid by us to the merchant and the merchant’s wholesale cost of the underlying products or services.

•Processing—Our processing expense consists of expenses related to processing transactions, servicing our customers and merchants, ~~bad debt expense~~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)~~compensation and bonuses) for our ~~executives,~~employees, 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 ~~unusual to the period and presented separately.~~

~~Investment loss (income)—Our investment results~~that do not relate to our minority interest in Masternaut, a provider of telematics solutions to commercial fleets in Europe, which we historically accounted for using the equity method. On September 30, 2017, we entered into an amended Masternaut investment agreementcore operations or that ~~resulted in the loss of significant influence, and we began accounting for the Masternaut investment by applying the cost method.~~

occur infrequently.

•Other expense, ~~(income),~~ net—Our other expense, ~~(income),~~ net includes ~~foreign currency transaction~~ gains or losses ~~proceeds/costs~~ from the ~~sale~~following: sales of assets or businesses, foreign currency transactions, extinguishment of debt, and investments. This category also includes other miscellaneous ~~operating~~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 ~~income on our cash balances and interest~~ expense on our outstanding debt, interest income on cash balances and interest on our ~~Securitization Facility. We have historically invested our cash primarily in short-term money market funds.~~

interest rate and cross-currency swaps.

~~Loss on extinguishment of debt—Loss on extinguishment of debt relates to our write-off of debt issuance costs associated with the refinancing of our existing credit facility.~~

•Provision for income taxes—Our provision for income taxes consists ~~primarily~~ of corporate income taxes related primarily to profits resulting from the sale of our products and services ~~in the United States and internationally.~~

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:

~~Fuel prices~~•Global economic conditions—Our ~~fleet~~results of operations are materially affected by conditions in the economy generally, in North America, Brazil, the U.K., and in other locations internationally, including the current conflict between Russia and Ukraine and other geopolitical events in the Middle East, 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 (for periods prior to the disposition of our Russian business), relative to the U.S. dollar. Approximately 54% and 57% of our revenue in the three months ended March 31, 2024 and 2023, 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 risk management business aggregates foreign currency 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.

We further manage the impact of economic changes in the value of certain foreign-denominated net assets by utilizing cross currency interest rate swaps. See "Liquidity and capital resources" below for information regarding our cross currency interest rate swaps.

•Fuel price volatility—Our vehicle payments 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 8% and 12% of revenues, net were directly impacted by changes in fuel price in the three months ended March 31, 2024 and

2023, respectively. See ~~“Sources~~"Results of ~~Revenue” above~~Operations" for ~~further~~ information related to the ~~absolute~~fuel price ~~of fuel.~~

impact on our total revenues, net.

•Fuel-price spread volatility—A portion of our revenue involves transactions where we derive revenue from ~~fuel-price~~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~~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 the three months ended March 31, 2024 and 2023. See ~~“Sources~~"Results of ~~Revenue” above~~Operations" for ~~further~~ information related to ~~fuel-price spreads.~~

the fuel price spread impact on our total revenues, net.

•Acquisitions—Since 2002, we have completed over 7595 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—~~Our results~~From January 1, 2022 to July 27, 2023, the U.S. Federal Open Market Committee increased the target federal funds rate eleven times for a total rate increase of ~~operations~~5.25%. Additional increases are ~~affected by interest rates.~~possible in future periods. We are exposed to market risk to changes in interest rates on our debt, particularly in rising interest rate environments, which is partially offset by incremental interest income earned on cash ~~investments~~ and ~~debt.~~

~~Global economic conditions—Our results~~restricted cash. As of ~~operations are materially affected by conditions~~March 31, 2024, we have a number of receive-variable SOFR, pay-fixed interest rate swap derivative contracts with a cumulative notional U.S. dollar value of $4.0 billion. The objective of these contracts is to reduce the variability of cash flows in the ~~economy generally, both in North America and internationally. Factors affected by~~previously unhedged interest payments associated with variable rate debt, the ~~economy include our transaction volumes and the credit risk~~sole source of ~~our customers. These factors affected our businesses in both our North America and International segments.~~

~~Foreign currency changes—Our results of operations are significantly impacted by~~which is due to changes in ~~foreign currency rates; namely, by movements of the Australian dollar, Brazilian real, British pound, Canadian dollar, Czech koruna, Euro, Mexican peso, New Zealand dollar~~SOFR benchmark interest rate.

See "Liquidity and ~~Russian ruble, relative to the U.S. dollar. Approximately 63% and 72% of~~capital resources" section below for additional information regarding our revenue in the nine months ended September 30, 2017 and 2016, 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.

derivatives.

•Expenses—Over the long term, we expect that our ~~general and administrative expense~~expenses will decrease as a percentage of ~~revenue~~revenues as our ~~revenue increases.~~revenues increase, 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 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.

The Organization for Economic Co-operation and Development (“OECD”), continues to put forth various initiatives, including Pillar Two rules which include the introduction of a global minimum tax at a rate of 15%. European Union member states agreed to implement the OECD’s Pillar Two rules with effective dates of January 1, 2024 and January 1, 2025, for different aspects of the directive and most have already enacted legislation. A number of other countries are also implementing similar legislation. As of March 31, 2024, based on the countries in which we do business that have enacted legislation effective January 1, 2024, the impact of these rules to our financial statements was not material. This may change as other countries enact similar legislation and further guidance is released. We continue to closely monitor regulatory developments to assess potential impacts.

Acquisitions, Investments and ~~Investments~~Dispositions

2024

~~On August 9, 2017,~~•In March 2024, we acquired ~~Cambridge~~70% of Zapay, a Brazil-based digital mobility solution for paying vehicle-related taxes and compliance fees, for approximately $56.3 million, net of cash. As part of the agreement, we have the right to acquire the remainder of Zapay in four years. The majority investment in Zapay further scales our Vehicle Payments business in Brazil.

•In May 2024, we signed definitive agreements to acquire 100% of Paymerang, a U.S.-based leader in accounts payables automation solutions, for approximately $475 million. The acquisition expands our presence in several vertical markets. The transaction is expected to close in the second quarter of 2024, subject to regulatory approval and standard closing conditions.

Table of Contents

2023

•In January 2023, we acquired Global ~~Payments (“Cambridge”),~~Reach, a ~~leading business to business (B2B) international~~U.K.-based cross-border payments provider, for approximately ~~$584.1~~$102.9 million, ~~in cash,~~ net of ~~cash acquired of $132.3 million and inclusive of a note payable of $23.9 million. Cambridge processes B2B cross-border payments, assisting business clients~~cash. Results from Global Reach Group are reported in ~~making international payments to suppliers and employees. The purpose of this acquisition is to further expand~~ our ~~corporate payments footprint.~~Corporate Payments segment.

~~On September 26, 2017,~~•In February 2023, we acquired the remainder of Mina Digital Limited, a ~~fuel card~~cloud-based electric vehicle ("EV") charging software platform, and we also acquired Business Gateway AG, a European-based vehicle maintenance provider, for a total of approximately $23.8 million, net of cash. Results from Mina Digital Limited and Business Gateway AG are reported in ~~Russia. On October 13, 2017,~~our Vehicle Payments segment.

•In September 2023, we ~~completed the acquisition of Creative Lodging Solutions ("CLS")~~acquired PayByPhone Technologies, Inc., a ~~small lodging tuck-in business.~~

~~During 2016, we completed acquisitions with an aggregate purchase price of $1.30 billion,~~global mobile parking payment application, for approximately $301.6 million, net of ~~cash acquired~~cash. Results from PaybyPhone are reported in our Vehicle Payments segment.

•In the third quarter of ~~$51.3 million, which includes deferred payments made during the period related to prior year acquisitions~~2023, we disposed of ~~$6.1 million.~~

~~In August 2016, we acquired all of the outstanding stock of STP~~our Russian business for $1.23 billion, net of cash acquired of $40.2 million. STP is an electronic toll payments company in Brazil and provides cardless fuel payments at a number of Shell sites throughout Brazil. The purpose of this acquisition was to expand our presence in the toll market in Brazil. We financed the acquisition using a combination of existing cash and borrowings under our credit facility.

~~During 2016, we acquired additional fuel card portfolios in the U.S. and the United Kingdom, additional Shell fuel card markets in Europe and Travelcard in the Netherlands totaling $76.7~~$197.0 million, net of cash ~~acquired~~disposed and net of ~~$11.1 million.~~

~~During 2016, we made additional investments of $7.9~~a $5.6 million ~~related to our investment in Masternaut. We also received a $9.2 million return of our investment in Masternaut.~~

~~We report our results from Cambridge acquired in~~foreign exchange loss upon the ~~third quarter of 2017 in our North America segment for Cambridge's business in the United States and Canada and within our International segment for Cambridge's business in all other countries outside~~conversion of the ~~United States and Canada. We are continuing~~ruble-denominated proceeds to ~~evaluate the allocation of Cambridge results to~~U.S. dollars. Results from our ~~reporting units and segments. The results of operations from the fuel card~~Russian business in Russia are included within our International segment, from the date of acquisition. The results of operations from the fuel card portfolio acquired in the U.S. are included within our North America segment, from the date of acquisition. The results of operations of STP, the fuel card portfolio in the United Kingdom, the additional Shell markets, the Travelcard business in the Netherlands and the small business in Brazil are included within our International segment, from the date of acquisition.

~~Asset Dispositions~~

~~Telematics Businesses~~

As part of our plan to exit the telematics business, on July 27, 2017, we sold NexTraq, a U.S. fleet telematics business, to Michelin Group for $316 million. We recorded a pre-tax gain on the disposal of NexTraq of $175.0 million during the third quarter of 2017, which is net of transaction closing costs. We recorded tax on the gain of disposal of $65.8 million. The gain

~~on the disposal is included in other (income) expense, net in the accompanying Unaudited Consolidated Statements of Income. NexTraq has historically been~~were previously included in our ~~North America~~Vehicle Payments segment.

~~On September 30, 2017, we entered into an amended Masternaut investment agreement that resulted in~~Each of the ~~loss of significant influence, and we began accounting for the Masternaut investment by applying the cost method.~~

~~We regularly evaluate the carrying value~~2023 acquisitions provide incremental geographic expansion of our ~~Masternaut investment and during~~products, with PayByPhone specifically intended to progress our broader strategy to expand our vehicle payments business into the third quarter of 2017, we determined that the fair value of our 44% investment in Masternaut had declined as a result of our loss of significant influence due to the amendment of the Masternaut investment agreement, executed September 30, 2017. As a result, we determined that the carrying value of our investment exceeded its fair value, and concluded that this decline in value was other than temporary. We recorded a $44.6 million impairment loss in the Masternaut investment that includes adjustment for $31.4 million of currency losses previously recognized in accumulated other comprehensive income, in the three and nine months ended September 30, 2017, in the accompanying Unaudited Consolidated Statements of Income.consumer market.

Results of Operations

Three months ended ~~September 30, 2017~~March 31, 2024 compared to the three months ended ~~September 30, 2016~~March 31, 2023

The following table sets forth selected unaudited consolidated ~~statement~~statements of income ~~data~~ for the three months ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023 (in ~~thousands)~~millions, except percentages)*.

(Unaudited) Three Months Ended September 30, 2017
% of total
revenue
Three Months Ended September 30, 2016
% of total
revenue

Increase
(decrease)
% Change
Revenues, net:
North America $ 364,443
63.1 % $ 345,868
71.4 % $ 18,575
5.4 %
International 213,434
36.9 % 138,558
28.6 % 74,876
54.0 %
Total revenues, net 577,877
100.0 % 484,426
100.0 % 93,451
19.3 %
Consolidated operating expenses:
Merchant commissions 27,687
4.8 % 28,214
5.8 % (527 ) (1.9 )%
Processing 111,283
19.3 % 96,233
19.9 % 15,050
15.6 %
Selling 45,060
7.8 % 34,180
7.1 % 10,880
31.8 %
General and administrative 92,043
15.9 % 77,904
16.1 % 14,139
18.1 %
Depreciation and amortization 69,156
12.0 % 57,084
11.8 % 12,072
21.1 %
Other operating, net 11
— % (244 ) (0.1 )% 255
104.5 %
Operating income 232,637
40.3 % 191,055
39.4 % 41,582
21.8 %
Investment loss 47,766
8.3 % 2,744
0.6 % 45,022
1,640.7 %
Other (income) expense, net (175,271 ) (30.3 )% 293
0.1 % 175,564
NM
Interest expense, net 29,344
5.1 % 17,814
3.7 % 11,530
64.7 %
Loss on extinguishment of debt 3,296
0.6 % —
— % 3,296
— %
Provision for income taxes 124,679
21.6 % 40,586
8.4 % 84,093
207.2 %
Net income $ 202,823
35.1 % $ 129,618
26.8 % $ 73,205
56.5 %
Operating income for segments:
North America $ 138,748
$ 135,760
$ 2,988
2.2 %
International 93,889
55,295
38,594
69.8 %
Operating income $ 232,637
$ 191,055
$ 41,582
21.8 %
Operating margin for segments:
North America 38.1 % 39.3 % (1.2 )%
International 44.0 % 39.9 % 4.1 %
Consolidated 40.3 % 39.4 % 0.8 %


(Unaudited)	Three Months Ended March 31, 2024		% of Total Revenues, net		Three Months Ended March 31, 2023		% of Total Revenues, net		Increase (decrease)		% Change
Revenues, net:
Vehicle Payments	$	494.1	52.8	%	$	495.5	55.0	%	$	(1.4)	(0.3)	%
Corporate Payments	265.4		28.4	%	226.2		25.1	%	39.2		17.3	%
Lodging Payments	111.3		11.9	%	122.3		13.6	%	(11.0)		(9.0)	%
Other	64.5		6.9	%	57.3		6.4	%	7.2		12.5	%
Total revenues, net	935.3		100.0	%	901.3		100.0	%	33.9		3.8	%
Consolidated operating expenses:
Processing	207.4		22.2	%	205.0		22.7	%	2.4		1.2	%
Selling	94.2		10.1	%	81.6		9.1	%	12.6		15.4	%
General and administrative	151.3		16.2	%	154.7		17.2	%	(3.4)		(2.2)	%
Depreciation and amortization	84.8		9.1	%	84.2		9.3	%	0.5		0.6	%
Other operating, net	0.3		—	%	0.7		0.1	%	(0.4)		NM
Operating income	397.3		42.5	%	375.2		41.6	%	22.1		5.9	%
Investment gain	(0.2)		—	%	(0.2)		—	%	—		NM
Other expense, net	3.1		0.3	%	0.7		0.1	%	2.4		NM
Interest expense, net	89.1		9.5	%	79.8		8.9	%	9.3		11.6	%
Provision for income taxes	75.5		8.1	%	80.0		8.9	%	(4.5)		(5.7)	%
Net income	229.8		24.6	%	214.8		23.8	%	15.0		7.0	%
Less: Net income attributable to noncontrolling interest	—		—	%	—		—	%	—		NM
Net income attributable to Corpay	$	229.8	24.6	%	$	214.8	23.8	%	$	14.9	7.0	%

Operating income by segment:
Vehicle Payments	$	225.7			$	223.5			$	2.2	1.0	%
Corporate Payments	104.7				80.4				24.3		30.2	%
Lodging Payments	47.3				54.6				(7.3)		(13.4)	%
Other	19.7				16.8				2.9		17.3	%
Total operating income	$	397.3			$	375.2			$	22.1	5.9	%

NM = Not Meaningful

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

Consolidated Results

~~Revenues~~Consolidated revenues, net

~~Our consolidated~~Consolidated revenues ~~increased from $484.4~~were $935.3 million in the three months ended ~~September 30, 2016~~March 31, 2024, an increase of 3.8% compared to ~~$577.9 million in~~ the ~~three months ended September 30, 2017, an increase of $93.5 million, or 19.3%.~~prior period. The increase in ~~our~~ consolidated ~~revenue~~revenues was due primarily ~~due to:~~

~~The impact of acquisitions during 2016 and 2017, which contributed approximately $58 million in additional revenue.~~

~~Organic~~to organic growth of ~~approximately 8% on a constant fuel price, fuel spread margin, foreign currency and pro forma basis,~~6%, driven by increases in ~~both volume~~spend and ~~revenue per~~ transaction volumes, implementation and ramping of new sales and business initiatives. Consolidated revenues also grew 1% from acquisitions completed in ~~certain~~2023 and 2024 and due to the slightly positive impact of the macroeconomic environment but were negatively impacted by approximately $31 million, or 3%, from the disposition of our ~~payment programs.~~Russia business in August 2023.

Although we cannot precisely measure the impact of the macroeconomic environment, in total we believe it had a ~~favorable~~slightly positive impact on our consolidated ~~revenue~~revenues for the three months ended ~~September 30, 2017~~March 31, 2024 over the comparable period in ~~2016 of approximately $4 million. This was~~2023, driven primarily ~~due to~~ by favorable ~~changes in~~ foreign exchange rates of approximately $14 million mostly in our Brazil and ~~the United Kingdom~~U.K. businesses.

Table of Contents

These increases were partially offset by lower fuel price spreads and fuel prices of approximately $6 million and $4 million, respectively.

Consolidated operating expenses

Processing. Processing expenses were $207.4 million in the three months ended ~~September 30, 2017~~March 31, 2024, an increase of 1.2% compared to ~~2016.~~the prior period. Increases in processing expenses were primarily due to approximately $5 million of expenses related to acquisitions completed in 2023 and 2024, higher variable expenses driven by increased transaction volumes, investments to drive future growth and the unfavorable impact of foreign exchange rates of approximately $3 million. The increases were partially offset by lower bad debt of $15 million due to our shift away from micro-SMB (small-medium business) clients in the U.S. and the impact of the disposition of our Russia business of approximately $1 million.

Selling. Selling expenses were $94.2 million in the three months ended March 31, 2024, an increase of 15.4% from the prior period. Increases in selling expenses were primarily due to increased commissions from higher sales volume, approximately $2 million of expenses related to acquisitions completed in 2023 and 2024 and the slightly unfavorable impact of foreign exchange rates. These increases were ~~partially~~ offset by the impact of the disposition of ~~the NexTraq~~our Russia business ~~in July 2017~~ of approximately ~~$10~~$2 million.

~~North America segment revenues~~

~~North America revenues increased from $345.9~~General and administrative. General and administrative expenses were $151.3 million in the three months ended ~~September 30, 2016~~March 31, 2024, a decrease of2.2% from the prior period. The decrease in general and administrative expenses was primarily due to ~~$364.4~~ lower overhead expense due to disciplined expense management andthe impact of the disposition of our Russia business of approximately $3 million. These decreases were partially offset by the impact of acquisitions completed in 2023 and 2024 of approximately $6 million and the slightly unfavorable impact of foreign exchange rates.

Depreciation and amortization. Depreciation and amortization expenses were $84.8 million in the three months ended ~~September 30, 2017, an~~March 31, 2024, a slight increase of ~~$18.6 million, or 5.4%. The increase~~0.6% from the prior period. Depreciation and amortization expenses increased due to incremental investments in ~~our North America segment revenue was primarily due to:~~

~~The~~capital expenditures, acquisitions completed in 2023 and 2024 and the slightly unfavorable impact of ~~our Cambridge acquisition during the third quarter of 2017, which contributed approximately $12 million in additional revenue.~~

~~Organic growth of approximately 5%, on a constant fuel price, fuel spread margin and pro forma basis, driven by increases in both volume and revenue per transaction in certain of our payment programs.~~

Although we cannot precisely measure the impact of the macroeconomic environment, in total we believe it had a negative impact on our North America segment revenue in three months ended September 30, 2017 over the comparable period in 2016 of approximately $2 million, primarily due to the impact of lower fuel spread margins.

foreign exchange rates. These increases were ~~partially~~ offset by the impact of the disposition of ~~the NexTraq business in July 2017 of approximately $10 million.~~our Russia business.

Consolidated operating income

~~International segment revenues~~

~~International segment revenues increased from $138.6~~Consolidated operating income was $397.3 million in the three months ended ~~September 30, 2016~~March 31, 2024, an increase of 5.9% compared to ~~$213.4~~the prior period. The increase in operating income was primarily due to the reasons discussed above, resulting in EBITDA margin expansion of 53 basis points over the prior period.

Other expense, net. Other expense, net was $3.1 million in the three months ended ~~September 30, 2017, an increase of $74.9 million, or 54.0%. The increase in our International segment revenue was~~March 31, 2024, which primarily ~~due to:~~

~~The impact of acquisitions during 2016 and 2017, which contributed approximately $~~46 ~~million in additional revenue.~~

~~Organic growth of approximately 12% on a constant macroeconomic and pro forma basis, driven by increases in both volume and revenue per transaction in certain of our payment programs.~~

~~Although we cannot precisely measure~~represents the impact of the macroeconomic environment, in total we believe it had a positive impact on our International segment revenue for the three months ended September 30, 2017 over the comparable period in 2016 of approximately $6 million. Changesfluctuations in foreign exchange rates ~~and fuel price had favorable impacts~~ on ~~consolidated revenues of approximately $4 million and $2 million, respectively.~~non-functional currency balances.

~~Consolidated operating expenses~~

~~Merchant commissions.~~ ~~Merchant commissions decreased from $28.2~~Interest expense, net. Interest expense, net was $89.1 million in the three months ended ~~September 30, 2016 to $27.7~~March 31, 2024, an increase of $9.3 million from the prior period. The increase in ~~the three months ended September 30, 2017, a decrease of $0.5 million, or 1.9%. This decrease~~net interest expense was primarily due to ~~the fluctuation of the margin between the wholesale cost and retail price of fuel.~~

~~Processing.~~ Processing expenses increased from $96.2 million in the three months ended September 30, 2016 to $111.3 million in the three months ended September 30, 2017, an increase of $15.1 million, or 15.6%. Increases in processing expenses were primarily due to expenses related to acquisitions completed in 2016 and 2017 of approximately $14 million and the impact of foreign exchangerising interest rates ~~and incremental spend due to increases in volume. These increases were partially offset by the impact of disposition of the NexTraq business of approximately $3 million~~on our borrowings and lower ~~bad debt expense of approximately $2 million.~~

~~Selling.~~ Selling expenses increased from $34.2 million in the three months ended September 30, 2016 to $45.1 million in the three months ended September 30, 2017, an increase of $10.9 million, or 31.8%. Increases in spending were primarilyinterest income due to ongoing incremental expenses related to acquisitions completed in 2016 and 2017 of approximately $9 million, additional spending in certain lines of business and the impact of foreign exchange rates. These increases were partially offset by the impact of disposition of the NexTraq business of approximately $1 million.

~~General and administrative.~~ General and administrative expenses increased from $77.9 million in the three months ended September 30, 2016 to $92.0 million in the three months ended September 30, 2017, an increase of $14.1 million, or 18.1%. The increase was primarily due to ongoing expenses related to acquisitions completed in 2016 and 2017 of approximately $10 million, increased stock based compensation expense of approximately $7 million and the impact of foreign exchange rates. These increases were partially offset by the impact of disposition of the NexTraq business of approximately $1 million.

~~Depreciation and amortization.~~ Depreciation and amortization increased from $57.1 million in the three months ended September 30, 2016 to $69.2 million in the three months ended September 30, 2017, an increase of $12.1 million, or 21.1%. The increase was primarily due to amortization of intangible assets related to acquisitions completed in 2016 and 2017 of approximately $13 million, incremental expense related to capitalized development of software and the impact of foreign exchange rates. These increases were partially offset by the impact of disposition of the NexTraq business of approximately $2 million.

~~Investment loss.~~ Investment loss was $47.8 million in the three months ended September 30, 2017, compared to $2.7 million in the three months ended September 30, 2016. We regularly evaluate the carrying value of our Masternaut investment and during the third quarter of 2017, we determined that the fair value of our 44% investment in Masternaut had declined as a result of our loss of significant influence due to the amendment of the Masternaut investment agreement, executed September 30, 2017. As a result, we determined that the carrying value of our investment exceeded its fair value, and concluded that this decline in value was other than temporary. We recorded a $44.6 million impairment loss in the Masternaut investment that includes adjustment for $31.4 million of currency losses previously recognized in accumulated other comprehensive income, in the three months ended September 30, 2017, in the accompanying Unaudited Consolidated Statements of Income. There was also a non-recurring net recovery of purchase price of approximately $11 million during the second quarter of 2016.

~~Other (income) expense, net.~~ Other income, net was $175.3 million in the three months ended September 30, 2017, compared to other expense, net of $0.3 million in the three months ended September 30, 2016. The increase was due primarily to the pre-tax gain on the sale of our ~~Nextraq~~Russia business, ~~of $175 million~~partially offset by lower debt balances and higher cash balances in ~~the third quarter of 2017.~~

~~Interest expense, net.~~ Interest expense increased from $17.8 million in the three months ended September 30, 2016 to $29.3 million in the three months ended September 30, 2017, an increase of $11.5 million, or 64.7%. The increase in interest expense is primarily due to the impact of additional borrowings to finance the acquisitions of STP and Travelcard completed during the third quarter of 2016 and Cambridge completed during the third quarter of 2017, and increases in LIBOR.certain foreign jurisdictions. The following table sets forth the average interest rates paid on borrowings under our Credit Facility, excluding the related unused ~~credit~~ facility ~~fees.~~fees and swaps.


	Three Months Ended September 30,					Three Months Ended March 31,
(Unaudited)	2017		2016		(Unaudited)	2024		2023
Term loan A	2.98	%	1.99	%	Term loan A	6.81	%	5.98	%
Term loan B	3.32	%	3.75	%	Term loan B	7.19	%	6.28	%
Domestic Revolver A	2.99	%	2.08	%
Foreign Revolver A	2.00	%	1.77	%
Foreign swing line	1.97	%	1.73	%
Revolving line of credit A & B (USD)					Revolving line of credit A & B (USD)	6.76	%	6.01	%
Revolving line of credit B (GBP)					Revolving line of credit B (GBP)	6.60	%	5.13	%

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

Three Months Ended September 30, Nine Months Ended September 30,
(Unaudited) 2017 2016 2017 2016
Net income $ 202,823
$ 129,618
$ 457,503
$ 356,961
Net income per diluted share 2.18
1.36
4.87
3.75
Stock based compensation 24,654
17,405
68,897
50,025
Amortization of intangible assets 54,003
46,341
158,897
112,455
Amortization of premium on receivables 1,650
1,348
4,738
3,687
Amortization of deferred financing costs and discounts 1,611
1,917
5,411
5,568
Amortization of intangibles at Masternaut investment 2,965
2,406
8,341
7,533
Impairment of Masternaut investment 44,600
—
44,600
—
Net gain on disposition of business (109,205 ) —
(109,205 ) —
Loss on extinguishment of debt 3,296
—
3,296
—
Non recurring loss due to merger of entities 2,028
—
2,028
—
Non-recurring net gain at Masternaut investment —
—
—
(10,845 )
Total pre-tax adjustments 25,602

69,417
187,003

168,423
Income tax impact of pre-tax adjustments at the effective tax rate¹
(25,656 ) (15,726 ) (69,711 ) (46,425 )
Adjusted net income $ 202,769
$ 183,310
$ 574,795
$ 478,959
Adjusted net income per diluted share $ 2.18
$ 1.92
$ 6.12
$ 5.03
Diluted shares 93,001
95,307
93,923
95,204


	Three Months Ended March 31,
(Unaudited)	2024		2023
Net income attributable to Corpay	$	229,769	$	214,835
Net income per diluted share attributable to Corpay	$	3.12	$	2.88
Stock-based compensation	24,979		26,096
Amortization1	57,858		60,039
Integration and deal related costs	4,235		5,885
Restructuring and related costs2	4,382		619

Other2,3	3,612		1,023


Total pre-tax adjustments	95,066		93,662
Income taxes4	(23,515)		(25,416)

Adjusted net income attributable to Corpay	$	301,320	$	283,081
Adjusted net income per diluted share attributable to Corpay	$	4.10	$	3.80
Diluted shares	73,545		74,483


1 Includes amortization related to intangible assets, premium on receivables, deferred financing costs and debt discounts.
2 Certain prior period amounts have been reclassified to conform with current period presentation.
3 Includes losses and gains on foreign currency transactions, legal expenses, and removes the amortization attributable to the Company's noncontrolling interest.
4 Represents provision for income taxes of pre-tax adjustments
*Columns may not calculate due to ~~impact of~~ rounding.
¹Excludes the results of our Masternaut investment on our effective tax rate, as results from our Masternaut investment are reported within the Consolidated Income Statements on a post-tax basis and no tax-over-book outside basis differences related to our investment reversed during 2016 or are expected to reverse in 2017. Also excludes the net gain realized upon our disposition of NexTraq, representing a pretax gain of $175.0 and tax on gain of $65.8. The tax on the gain is included in "Net gain on disposition of business".

EBITDA and EBITDA margin. EBITDA is defined as earnings before interest, income taxes, interest expense, net, other expense, net, depreciation and amortization, investment gain and other operating, net.

~~Pro Forma~~

The following table reconciles EBITDA and ~~Macro Adjusted Revenue and Transactions by Product~~

~~We define pro forma and macro adjusted revenue as revenue,~~EBITDA margin to 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 includes the impact that market fuel spread margins, 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. Set forth below is a reconciliation of pro forma and macro adjusted revenue and transactions to the most directly comparable GAAP measure, revenue, net and transactions (in millions)*:*

Revenue Transactions
Three Months Ended September 30, Three Months Ended September 30,
(Unaudited) 2017 2016 2017
2016⁴
FUEL CARDS
Pro forma and macro adjusted^2,3
$ 274.0
$ 259.5
$ 119.6
$ 113.6
Impact of acquisitions/dispositions —
(0.7 ) —
(1.0 )
Impact of fuel prices/spread (0.6 ) —
—
—
Impact of foreign exchange rates 2.9
—
—
—
As reported $ 276.3
$ 258.8
$ 119.6
$ 112.5
CORPORATE PAYMENTS
Pro forma and macro adjusted^2,3
$ 71.7
$ 61.3
$ 10.9
$ 10.2
Impact of acquisitions/dispositions —
(15.2 ) —
(0.2 )
Impact of fuel prices/spread 0.1
—
—
—
Impact of foreign exchange rates 0.4
—
—
—
As reported $ 72.2
$ 46.1
$ 10.9
$ 10.0
TOLLS
Pro forma and macro adjusted^2,3
$ 80.8
$ 67.8
$ 231.0
$ 225.0
Impact of acquisitions/dispositions —
(42.0 ) —
(143.9 )
Impact of fuel prices/spread —
—
—
—
Impact of foreign exchange rates 2.1
—
—
—
As reported $ 82.9
$ 25.8
$ 231.0
$ 81.1
LODGING
Pro forma and macro adjusted^2,3
$ 33.2
$ 28.1
$ 4.1
$ 3.5
Impact of acquisitions/dispositions —
—
—
—
Impact of fuel prices/spread —
—
—
—
Impact of foreign exchange rates —
—
—
—
As reported $ 33.2
$ 28.1
$ 4.1
$ 3.5
GIFT
Pro forma and macro adjusted^2,3
$ 54.8
$ 58.3
$ 294.1
$ 269.5
Impact of acquisitions/dispositions —
—
—
—
Impact of fuel prices/spread —
—
—
—
Impact of foreign exchange rates —
—
—
—
As reported $ 54.8
$ 58.3
$ 294.1
$ 269.5
OTHER¹

Pro forma and macro adjusted^2,3
$ 58.1
$ 57.1
$ 19.4
$ 20.4
Impact of acquisitions/dispositions —
10.3
—
0.4
Impact of fuel prices/spread —
—
—
—
Impact of foreign exchange rates 0.4
—
—
—
As reported $ 58.5
$ 67.4
$ 19.4
$ 20.8

FLEETCOR CONSOLIDATED REVENUES
Pro forma and macro adjusted^2,3
$ 572.6
$ 532.1
$ 679.1
$ 642.2
Impact of acquisitions/dispositions —
(47.6 ) —
(144.7 )
Impact of fuel prices/spread (0.5 ) —
—
—
Impact of foreign exchange rates 5.8
—
—
—
As reported $ 577.9
$ 484.4
$ 679.1
$ 497.5

* Columns may not calculate due to impact of rounding.
¹Other includes telematics, maintenance, food and transportation related businesses.

²2016 is pro forma to include acquisitions and exclude dispositions, consistent with 2017 ownership.
³2017 is adjusted to remove the impact of changes in the macroeconomic environment to be consistent with the same period of prior year, using constant fuel prices, fuel price spreads and foreign exchange rates.
⁴2016 transactions reflect immaterial corrections from previously disclosed amounts for the prior period.


	Three Months Ended March 31,
(Unaudited)	2024			2023
Net income from operations	$	229.8		$	214.8
Provision for income taxes	75.5			80.0
Interest expense, net	89.1			79.8
Other expense, net	3.1			0.7
Investment gain	(0.2)			(0.2)
Depreciation and amortization	84.8			84.2

Other operating, net	0.3			0.7
EBITDA	$	482.4		$	460.1

Revenues, net	$	935.3		$	901.3
EBITDA margin	51.6		%	51.0		%
* Columns may not calculate due to rounding.

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Special Cautionary Notice Regarding Forward-Looking Statements

This ~~report~~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~~Corpay’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”~~"anticipate," "intend," "believe," "estimate," "plan," "seek," "project" or ~~“expect,” “may,” “will,” “would,” “could”~~"expect," "may," "will," "would," "could" or ~~“should,”~~"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, ~~such as delays or failures associated with implementation; fuel price and spread volatility; changes~~including those discussed in credit risk of customers and associated losses; the actions of regulators relating to payment cards or investigations; failure to maintain or renew key business relationships; failure to maintain competitive offerings; failure to maintain or renew sources of financing; failure to complete, or delays in completing, anticipated new partnership arrangements or acquisitions and the failure to successfully integrate or otherwise achieve anticipated benefits from such partnerships or acquired businesses; failure to successfully expand business internationally; other risks related to our international operations, including the potential impact to our business as a result of the United Kingdom's referendum to leave the European Union; the impact of foreign exchange rates on operations, revenue and income; the effects of general economic and political conditions on fueling patterns and the commercial activity of fleets, risks related to litigation; our ability to complete an accelerated share repurchase, as well as the other risks and uncertainties identified under the caption “Risk Factors”"Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, ~~2016, and 10-Q for the quarter ended June 30, 2017~~2023 filed with the Securities and Exchange Commission on ~~March 1, 2017 and August 8, 2017, respectively. These factors~~February 29, 2024, 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 global military conflicts between Russia and Ukraine and in the Middle East, 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 and related requirements relating to privacy, information security and data protection; derivative contracts and hedging activities; 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;

•our ability to remediate material weaknesses and the ongoing effectiveness of internal control over financial reporting;

•our restatement of prior quarterly financial statements discussed in our Annual Report on Form 10-K for the year ended December 31, 2023 may affect investor confidence and raise reputational issues and may subject us to additional risks and uncertainties, including increased professional costs and the increased possibility of legal proceedings and regulatory inquiries; and

•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, 2023 filed with the Securities and Exchange Commission on February 29, 2024.

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 Corpay’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 Corpay 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.



Item 3.	Quantitative and Qualitative Disclosures About Market Risk

With the acquisition of Cambridge in August 2017, we have additional foreign exchange risk and associated foreign exchange risk management requirements due to the nature of our international payments provider business. The majority of this business' revenue is from exchanges of currency at spot rates, which enable customers to make cross-currency payments. In addition, this business also writes foreign currency forward and option contracts for our customers to facilitate future payments. The duration of these derivative contracts at inception is generally less than one year. Cambridge aggregates its foreign exchange exposures arising from customer contracts, including the derivative contracts described above, and hedges (economic hedge) the resulting net currency risks by entering into offsetting contracts with established financial institution counterparties.

A hypothetical uniform 10% strengthening or weakening in the value of the U.S. dollar relative to all other currencies in which our net income is generated would have resulted in a decrease/increase to pre-tax income of approximately $1.5 million based on our unhedged exposure to foreign currency at September 30, 2017.

As of ~~September 30, 2017, other than noted above,~~March 31, 2024, there have been no material changes to our market risk from that disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2023.



Item 4.	Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of ~~September 30, 2017,~~March 31, 2024, management carried out, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on this evaluation, and as a result of the material weaknesses described below, our Chief Executive Officer and Chief Financial Officer concluded that, as of ~~September 30, 2017,~~March 31, 2024, our disclosure controls and procedures were not effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and are not designed to ensure that information required to be disclosed in those reports is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

~~There~~As discussed in our Annual Report on Form 10-K for the year ended December 31, 2023, we identified the following material weaknesses in internal controls:

(1) A material weakness in internal control related to ineffective information technology general controls (ITGCs) in the area of user access management over certain information technology systems used in the execution of controls that support the Company’s financial reporting processes. Our business process application and manual controls that are dependent on the affected ITGCs were also deemed ineffective because they could have been adversely impacted.

(2) A material weakness resulting from ineffective controls over the application of U.S. GAAP guidance related to the balance sheet recognition of customer funds held for the benefit of others, which resulted in the restatement of previously issued 2023 interim consolidated financial statements as further discussed within our Annual Report on Form 10-K.

As a result of the material weaknesses, identified, the Company has begun updating its internal control over financial reporting as discussed in its remediation plan updated below.

Remediation Update

(1) Our management has been implementing and continues to implement measures designed to ensure that control deficiencies contributing to the ITGC material weakness are remediated, such that these controls are designed, implemented, and operating effectively. The remediation actions include: (i) enhancing the information technology compliance oversight function; (ii) developing a training program addressing ITGCs and policies, including educating

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control owners concerning the principles and requirements of internal controls, with a focus on those related to user access over information technology systems impacting financial reporting; (iii) developing and maintaining documentation underlying ITGCs to enhance the information evidencing the performance of ITGCs; (iv) developing enhanced integration functionality and controls related to the ongoing implementation of user access information technology system; (v) enhancing the information technology management review and testing plan to monitor ITGCs with a specific focus on systems supporting our financial reporting processes; and (vi) enhancing quarterly reporting on the remediation measures to the Audit Committee of the Board.

We believe that these actions will remediate the material weakness. The material weakness will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and our management has concluded, through testing, that these controls are operating effectively.

(2) Management has developed enhanced monitoring and oversight controls in the application of U.S. GAAP guidance pertaining to customer funds held for the benefit of others. We believe that these actions have remediated the material weakness, but the material weakness cannot be considered fully remediated until the improved controls have been in place and operate for a sufficient period of time to enable testing of the operating effectiveness of the controls. We expect that the remediation of this material weakness will be completed by the end of 2024.

Changes in Internal Control over Financial Reporting

Other than the changes to our internal control over financial reporting described above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) during the quarter ended ~~September 30, 2017,~~March 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION



Item 1.	Legal Proceedings

In the ordinary course of business, ~~we are subject to~~the Company is involved in various pending ~~and potential~~or threatened legal actions, arbitration proceedings, claims, subpoenas, and matters relating to compliance with laws and regulations (collectively, ~~legal proceedings)~~"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.

~~Shareholder Class Action and~~ Derivative Lawsuits

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 ~~the Company. The derivative complaint~~FleetCor Technologies, Inc. v. Ronald F. Clarke and Eric R. Dey, alleges that the ~~defendants issued a false and misleading proxy statement in violation of the federal securities laws; that~~ defendants breached their fiduciary duties by causing or permitting the Company to ~~make allegedly~~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;~~prospects, and ~~that certain defendants breached their fiduciary duties through allegedly~~making improper sales of stock. The complaint seeks ~~unspecified~~approximately $118 million in monetary damages on behalf of the Company, ~~corporate governance reforms,~~including contribution by defendants as joint tortfeasors with the Company in unfair and deceptive practices, and disgorgement of ~~profits, benefits~~incentive pay and ~~compensation by~~stock compensation. On January 24, 2023, the ~~defendants, restitution, costs,~~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 ~~attorneys’~~Eric R. Dey, against Mr. Clarke and ~~experts’ fees.~~Mr. Dey in Gwinnett County, Georgia. On ~~August 18, 2017,~~May 1, 2024, both pending derivative cases were transferred to the ~~court entered an order deferring the case pending a ruling on the defendants' motion to dismiss the putative shareholder class action, or until otherwise agreed to by the parties.~~Fulton County Metro Atlanta Business Case Division and consolidated as In re Corpay, Inc. Shareholder Derivative Litigation, CAFN 2023CV383303 (consolidated with CAFN 2023CV381421). The defendants dispute the allegations in the ~~complaint~~consolidated derivative action and intend to vigorously defend against the claims.

FTC Investigation

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 Ron 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 and these matters are not and will not be material to the Company’s financial performance. 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. FLEETCOR 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 Company opposed the FTC’s motion for a stay or to voluntarily dismiss, and the court denied the FTC’s motion on February 7, 2022. In the meantime, the FTC’s administrative action is stayed. 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. The Company intends to appeal this decision after final judgment is issued. On October 20-21, 2022, the court held a hearing on the scope of injunctive relief. At the conclusion of the hearing, the Court did not enter either the FTC’s proposed order or the Company’s proposed order, and instead suggested that the parties enter mediation. Following mediation, both parties filed proposed orders with the Court.

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ordered that the stay of the parallel Section 5 administration action will remain in place during the pendency of the Eleventh Circuit appeal. 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, ~~we are~~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.



Item 1A.	Risk Factors

InIn addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. ~~“Risk Factors”~~"Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2023 and in Part II, Item ~~1A.~~1A, "Risk Factors" in ~~our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 filed~~other reports we file with the Securities and Exchange Commission, ~~on March 1, 2017 and August 8, 2017, respectively,~~from time to time, all of which could materially affect our business, financial condition or future results. ~~Other than the risk factors set forth below, there~~There have been no material changes ~~from the~~in our risk factors ~~previously~~from those disclosed inunder the ~~Company’s Annual Report~~caption "Item 1A. Risk factors" to our annual report on Form 10-K for the year ended December 31, ~~2016.~~2023.

~~Derivatives Regulations~~

Rules adopted under the Dodd-Frank Act by the Commodity Futures Trading Commission (the "CFTC"), as well as the provisions of the European Market Infrastructure Regulation and its technical standards, which are directly applicable in the member states of the European Union, have subjected certain of the foreign exchange derivative contracts we offer to our customers as part of Cambridge's business, to reporting, recordkeeping, and other requirements. Additionally, certain foreign exchange derivatives transactions we may enter into in the future may be subject to centralized clearing requirements, or may be subject to margin requirements in the United States and European Union. Other jurisdictions outside the United States and the European Union are considering, have implemented, or are implementing regulations similar to those described above. Derivatives regulations have added costs to our business and any additional requirements, such as future registration requirements and increased regulation of derivative contracts, may result in additional costs or impact the way we conduct our hedging activities, as well as impact how we

conduct our business within our international payments provider operations. In particular, the CFTC has recently issued a proposed rule that, if adopted as proposed, would increase the likelihood that we will have to register one or more of our subsidiaries with the CFTC as swap dealers. Swap dealers are subject to a comprehensive regulatory framework and compliance with this framework will lead to additional costs, including costs relating to regulatory capital and margin requirements, and may impact how we conduct our hedging activities and derivatives business with customers. We are currently evaluating the impact the proposed rule, if adopted, would have on our hedging activities and operations.

Our compliance with these requirements has resulted, and may continue to result, in additional costs to our business and may impact our international payments provider business operations. Furthermore, our failure to comply with these requirements could result in fines and other sanctions, as well as necessitate a temporary or permanent cessation to some or all of our derivative related activities. Any such fines, sanctions or limitations on our business could adversely affect our operations and financial results. Additionally, the regulatory regimes for derivatives in the United States and European Union, such as under the Dodd-Frank Act and the European Markets in Financial Instruments Directive known as "MiFID II," are continuing to evolve and changes to such regimes, our designation under such regimes, or the implementation of new rules under such regimes, such as future registration requirements and increased regulation of derivative contracts, may result in additional costs to our business. Other jurisdictions outside the United States and the European Union are considering, have implemented, or are implementing regulations similar to those described above and these may result in greater costs to us as well.

Global economic downturns or slower growth or declines in the money transfer, payment service, and other markets in which we operate, including downturns or declines related to interruptions in migration patterns, and difficult conditions in global financial markets and~~financial market disruptions could adversely affect our business, financialcondition, results of operations, and cash flows.~~

~~The global economy has experienced in recent years, and may experience, downturns, volatility and disruption, and we face certain risks relating to such events, including:~~

Our international payments provider business provides currency conversion and foreign exchange hedging services to our customers, exposing us to foreign currency exchange risk. In order to help mitigate these risks, we enter into derivative contracts. However, these contracts do not eliminate all of the risks related to fluctuating foreign currency rates.

Our international payments provider business is heavily dependent on global trade. A downturn in global trade or the failure of long-term import growth rates to return to historic levels could have an adverse effect on our business, financial condition, results of operations, cash flows, and our cash management strategies. Additionally, as customer hedging activity in our international payments provider business generally varies with currency volatility, we have experienced and may experience in the future lower foreign exchange revenues in periods of lower currency volatility.

The counterparties to the derivative financial instruments that we use in our international payments provider business to reduce our exposure to various market risks, including changes in foreign exchange rates, may fail to honor their obligations, which could expose us to risks we had sought to mitigate. This includes the exposure generated when we write derivative contracts to our customers as part of our cross-currency payments business, and we typically hedge the net exposure through offsetting contracts with established financial institution counterparties. That failure could have an adverse effect on our financial condition, results of operations, and cash flows.

~~Risks associated with operations outside the United States and foreign currencies could adversely affect our business, financial condition, results of operations, and cash flows.~~

We have additional foreign exchange risk and associated foreign exchange risk management requirements due to the nature of our international payments provider business. The majority of this business' revenue is from exchanges of currency at spot rates, which enable customers to make cross-currency payments. Additionally, this business also writes foreign currency forward and option contracts for our customers. The duration of these derivative contracts at inception is generally less than one year. The credit risk associated with our derivative contracts increases when foreign currency exchange rates move against our customers, possibly impacting their ability to honor their obligations to deliver currency to us or to maintain appropriate collateral with us.

Our international payments provider business aggregates its foreign exchange exposures arising from customer contracts, including the derivative contracts described above, and hedges the resulting net currency risks by entering into offsetting contracts with established financial institution counterparties. If we are unable to obtain offsetting positions, our business, financial condition, results of operations, and cash flows could be adversely affected.

We face credit, liquidity and fraud risks from our agents, consumers, businesses, and third-party processors that could adversely affect our business, financial condition, results of operations, and cash flows.

We are exposed to credit risk in our international payments provider business relating to: (a) derivatives written by us to our customers and (b) the extension of trade credit when transactions are paid to recipients prior to our receiving cleared funds from the sending customers. The credit risk associated with our derivative contracts increases when foreign currency exchange rates move against our customers, possibly impacting their ability to honor their obligations to deliver currency to us or

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

If we are unable to maintain our relationships with banks needed to conduct our services, or fail to comply with our contract requirements, our business, financial condition, results of operations, and cash flows would be adversely affected.

In our international payments provider business, we facilitate payment and foreign exchange solutions, primarily cross-border, cross-currency transactions, for small and medium size enterprises and other organizations. Increased regulation and compliance requirements are impacting these businesses by making it more costly for us to provide our services or by making it more cumbersome for businesses to do business with us. We may also have difficulty establishing or maintaining banking relationships needed to conduct our services due to banks’ policies. If we are unable to maintain our current business or banking relationships or establish new relationships under terms consistent with those currently in place, our ability to continue to offer our services may be adversely impacted, which could have an adverse effect on our business, financial condition, results of operations, and cash flows.



Item 2.	Unregistered Sales of Equity Securities, ~~and~~ Use of Proceeds, and Issuer Purchases of Securities

OnThe Company announced on February 4, 2016 ~~our~~that its Board ~~of Directors~~ approved a stock repurchase program ~~(the~~(as updated from time to time, the "Program") ~~under which we may begin purchasing up~~authorizing the Company to ~~an aggregate of $500 million of the Company's~~repurchase its common stock ~~over~~from time to time until February 4, 2025. On January 25, 2024, the ~~following 18 month period. On July 27, 2017, the Company's~~ Board ~~of Directors~~ authorized an ~~increase in~~increase to the aggregate size of the Program by an additional $250 million and an extension of the Program by an additional 18 months. On November 1, 2017, the Company announced that its Board of Directors had authorized an increase in the size of the Program by an additional $350 million, resulting in total aggregate repurchases authorized under the Program of $1.1$1.0 billion to $8.1 billion. Since the beginning of the Program ~~4,114,104~~through March 31, 2024, 29,975,624 shares have been repurchased for an aggregate purchase price of ~~$590 million have been repurchased.~~$6.9 billion, leaving the Company up to $1.2 billion of remaining authorization available under the Program for future repurchases in shares of its common stock.

The following table presents information as of March 31, 2024, with respect to purchases of common stock of the Company made during the three months ended ~~September 30, 2017~~March 31, 2024 by the Company as defined in Rule 10b-18(a)(3) under the Exchange ~~Act:~~Act.


Period	Total Number of Shares Purchased1	Average Price Paid Per Share		Total Number of Shares Purchased as Part of the Publicly Announced Plan	Maximum Value that May Yet be Purchased Under the Publicly Announced Plan (in thousands)
January 1, 2024 through January 31, 2024	17,054	$	288.95	—
February 1, 2024 through February 29, 2024	18,803	$	272.53	—
March 1, 2024 through March 31, 2024	1,060,905	$	293.37	948,985	$	1,237,560


1 During the quarter ended March 31, 2024, pursuant to our Stock Incentive Plan, we withheld 147,777 shares, at an average price per share of $285.96, in order to satisfy employees' tax withholding obligations in connection with the vesting of awards of restricted stock.

Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of the Publicly Announced Plan Maximum Value that May Yet be Purchased Under the Publicly Announced Plan (in thousands)
August 1, 2017 through August 31, 2017 1,491,647
$ 142.46
3,161,958
$ 647,430
September 1, 2017 through September 30, 2017 952,146
$ 144.38
4,114,104
$ 509,957



Item 3.	Defaults Upon Senior Securities

Not applicable.



Item 4.	Mine Safety Disclosures

Not applicable.



Item 5.	Other Information

~~Not applicable.~~Rule 10b5-1 Trading Plans

During the period covered by this Quarterly Report on Form 10-Q, no director or executive officer of the Company adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Item 6. Exhibits




Exhibit No.
~~2.1~~3.1		Acquisition agreement to acquire Serviços e Tecnologia de Pagamentos S.A. (incorporated by reference to Exhibit 2.1 to the Registrant's Form 8-K, File No. 001-35004, filed with the Securities and Exchange Commission ("SEC") on March 18, 2016)

~~3.1~~	Amended and Restated Certificate of Incorporation of ~~FleetCor~~FLEETCOR Technologies, Inc., now known as Corpay, Inc., conformed to reflect amendments through June 9, 2022 (incorporated by reference to Exhibit 3.1 to the ~~Registrant’s Annual~~registrant’s Current Report on Form 10-K, File No. 001-35004, filed with the SEC on ~~March 25, 2011)~~February 28, 2023)

3.2		Certificate of Ownership and Merger Merging CPAY Merger Sub, Inc. into FLEETCOR Technologies, Inc. effective on March 24, 2024 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, File No. 001-35004, filed with the SEC on March 7, 2024)

~~3.2~~3.3		Corpay, Inc. Amended and Restated Bylaws, effective as of ~~FleetCor Technologies, Inc.~~March 24, 2024 (incorporated by reference to Exhibit 3.2 to the Registrant’s ~~Annual~~Current Report on Form 8-K, File No. 001-35004, filed with the SEC on March 7, 2024)

10.1		Fourteenth Amendment to the Credit Agreement, dated as of January 31, 2024 among FLEETCOR Technologies Operating Company, LLC, as the Company, Corpay, Inc, as the Parent, Cambridge Mercantile Corp. (USA) as the additional borrower, Bank of America, N.A., as administrative agent, a domestic swing line lender, the foreign swing line lender and the L/C issuer, and the other lenders party hereto (incorporated by reference to Exhibit 10.64 to the registrant's Form 10-K, File No. 001-35004, filed with the SEC on ~~October 28, 2016)~~February 29, 2024)

~~4.1~~31.1*		Form of Stock Certificate for Common Stock (incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the Registrant’s Registration Statement on Form S-1, File No. 333-166092, filed with the SEC on June 29, 2010)

~~10.1~~	Third Amendment to Credit Agreement, date as of August 2, 2017, among FleetCor Technologies Operating Company, LLC, as the Company, FleetCor Technologies, Inc., as the Parent, the designated borrowers party hereto, the other guarantors party hereto, Bank of America, N.A., as administrative agent, swing line lender and l/c issuer, and the other lenders party hereto Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sole lead arranger and sole book runner (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, File No. 001-35004, filed with the SEC on August 8, 2017)

~~31.1~~	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and rule 15d-14(a) of the Securities Exchange Act, as amended

31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and rule 15d-14(a) of the Securities Exchange Act, as amended

32.1*		Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2001~~2002

32.2*		Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2001~~2002

~~101~~101*		The following financial information for the Registrant formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Unaudited Consolidated Statements of Income, (iii) the Unaudited Consolidated Statements of Comprehensive Income; (iv) the Unaudited Consolidated Statements of Cash Flows and (v) the Notes to Unaudited Consolidated Financial Statements

104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Filed Herein

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned; thereunto duly authorized, in their capacities indicated on ~~November~~May 9, ~~2017.~~2024.

~~FleetCor Technologies,~~Corpay, Inc.

(Registrant)

Signature

Title

~~Signature~~

~~Title~~

/s/ Ronald F. Clarke

President, Chief Executive Officer and Chairman of the Board of Directors (Duly Authorized Officer and Principal

Executive Officer)

Ronald F. Clarke

/s/ ~~Eric R. Dey~~Tom Panther

Chief Financial Officer (Principal Financial ~~Officer and Principal Accounting~~ Officer)

~~Eric R. Dey~~Tom Panther


Delaware						72-1074903

~~Delaware~~	~~72-1074903~~
(State or other jurisdiction of incorporation or organization)					(I.R.S. Employer Identification No.)

3280 Peachtree Road, Suite 2400		Atlanta		Georgia		30305
~~5445 Triangle Parkway, Peachtree Corners, Georgia~~			~~30092~~
(Address of principal executive offices)					(Zip Code)



Large accelerated filer	ý☒		Accelerated filer		¨☐
Non-accelerated filer		¨ ~~(Do not check if a smaller reporting company)~~ ☐		Smaller reporting company		¨☐
Emerging growth company		¨ ☐


Class			Outstanding at May 2, 2024

~~Class~~	~~Outstanding at October 31, 2017~~
Common Stock, $0.001 par value		~~89,560,788~~70,268,506


			Page

	~~Page~~
PART I—FINANCIAL INFORMATION

Item 1.		FINANCIAL STATEMENTS

		Consolidated Balance Sheets at ~~September 30, 2017 (unaudited)~~March 31, 2024 (una udited) and December 31, ~~2016~~2023	1

		Unaudited Consolidated Statements of Income for the Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023	2

		Unaudited Consolidated Statements of Comprehensive Income for the Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023	3

		Unaudited Consolidated Statements of Equity for the Three Months Ended March 31, 2024 and 2023		4

		Unaudited Statements of Cash ~~Flows~~Flow s for the ~~Nine~~Three Months Ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023	45

		Notes to Unaudited Consolidated Financial Statements	6

Item 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2123

Item 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	4442

Item 4.		CONTROLS AND PROCEDURES	4442

PART II—OTHER INFORMATION

Item 1.		LEGAL PROCEEDINGS	4544

Item 1A.		RISK FACTORS	45

Item 2.		UNREGISTERED SALES OF EQUITY SECURITIES, ~~AND~~ USE OF PROCEEDS AND ISSUER PURCHASE OF EQUITY SECURITIES	4745

Item 3.		DEFAULTS UPON SENIOR SECURITIES	4745

Item 4.		MINE SAFETY DISCLOSURES	4745

Item 5.		OTHER INFORMATION	4745

Item 6.		EXHIBITS	4846

SIGNATURES			4947


	March 31, 2024		December 31, 2023
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	1,311,949	$	1,389,648
Restricted cash	1,890,727		1,751,887
Accounts and other receivables (less allowance for credit losses of $184,887 at March 31, 2024 and $180,163 at December 31, 2023)	2,376,003		2,161,586
Securitized accounts receivable—restricted for securitization investors	1,421,000		1,307,000
Prepaid expenses and other current assets	437,687		474,144

Total current assets	7,437,366		7,084,265
Property and equipment, net	351,831		343,154

Goodwill	5,673,732		5,644,958
Other intangibles, net	2,033,106		2,085,663
Investments	68,299		69,521
Other assets	265,797		248,691
Total assets	$	15,830,131	$	15,476,252
Liabilities and equity
Current liabilities:
Accounts payable	$	1,849,958	$	1,624,995
Accrued expenses	408,661		356,118
Customer deposits	2,534,349		2,397,279
Securitization facility	1,421,000		1,307,000
Current portion of notes payable and lines of credit	480,433		819,749
Other current liabilities	256,527		320,612
Total current liabilities	6,950,928		6,825,753
Notes payable and other obligations, less current portion	4,862,621		4,596,156
Deferred income taxes	473,250		470,232
Other noncurrent liabilities	261,062		301,752
Total noncurrent liabilities	5,596,933		5,368,140
Commitments and contingencies (Note 12)
Stockholders’ equity:
Common stock, $0.001 par value; 475,000,000 shares authorized; 129,604,492 shares issued and 71,463,894 shares outstanding at March 31, 2024; and 128,759,639 shares issued and 71,715,804 shares outstanding at December 31, 2023	130		129
Additional paid-in capital	3,382,001		3,266,185
Retained earnings	8,422,428		8,192,659
Accumulated other comprehensive loss	(1,340,847)		(1,289,099)
Less treasury stock, 58,140,598 shares at March 31, 2024 and 57,043,835 shares at December 31, 2023	(7,209,291)		(6,887,515)
Total Corpay stockholders’ equity	3,254,421		3,282,359
Noncontrolling interest	27,849		—
Total equity	3,282,270		3,282,359
Total liabilities and equity	$	15,830,131	$	15,476,252


☒
ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	CPAY	NYSE



	September 30, 2017			December 31, 2016
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	834,756		$	475,018
Restricted cash	183,515			168,752
Accounts and other receivables (less allowance for doubtful accounts of $47,779 and $32,506 at September 30, 2017 and December 31, 2016)	1,456,255			1,202,009
Securitized accounts receivable—restricted for securitization investors	794,000			591,000
Prepaid expenses and other current assets	252,975			90,914
Total current assets	3,521,501			2,527,693
Property and equipment, net	168,065			142,504
Goodwill	4,644,559			4,195,150
Other intangibles, net	2,876,440			2,653,233
Investments	33,526			36,200
Other assets	86,203			71,952
Total assets	$	11,330,294		$	9,626,732
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	1,435,585		$	1,151,432
Accrued expenses	285,841			238,812
Customer deposits	731,501			530,787
Securitization facility	794,000			591,000
Current portion of notes payable and lines of credit	808,507			745,506
Other current liabilities	117,464			38,781
Total current liabilities	4,172,898			3,296,318
Notes payable and other obligations, less current portion	2,933,976			2,521,727
Deferred income taxes	742,498			668,580
Other noncurrent liabilities	50,504			56,069
Total noncurrent liabilities	3,726,978			3,246,376
Commitments and contingencies (Note 12)
Stockholders’ equity:
Common stock, $0.001 par value; 475,000,000 shares authorized; 121,837,990 shares issued and 89,558,913 shares outstanding at September 30, 2017; and 121,259,960 shares issued and 91,836,938 shares outstanding at December 31, 2016	122			121
Additional paid-in capital	2,165,326			2,074,094
Retained earnings	2,676,224			2,218,721
Accumulated other comprehensive loss	(466,367		)	(666,403		)
Less treasury stock 32,279,077 shares at September 30, 2017 and 29,423,022 shares at December 31, 2016	(944,887		)	(542,495		)
Total stockholders’ equity	3,430,418			3,084,038
Total liabilities and stockholders’ equity	$	11,330,294		$	9,626,732



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Revenues, net	$	577,877		$	484,426		$	1,639,547		$	1,316,593
Expenses:
Merchant commissions	27,687			28,214			82,690			78,755
Processing	111,283			96,233			316,429			256,738
Selling	45,060			34,180			122,854			92,680
General and administrative	92,043			77,904			275,046			209,084
Depreciation and amortization	69,156			57,084			198,731			141,848
Other operating, net	11			(244		)	49			(690		)
Operating income	232,637			191,055			643,748			538,178
Investment loss (income)	47,766			2,744			52,497			(2,247		)
Other (income) expense, net	(175,271		)	293			(173,626		)	1,056
Interest expense, net	29,344			17,814			76,322			49,905
Loss on extinguishment of debt	3,296			—			3,296			—
Total other (income) expense	(94,865		)	20,851			(41,511		)	48,714
Income before income taxes	327,502			170,204			685,259			489,464
Provision for income taxes	124,679			40,586			227,756			132,503
Net income	$	202,823		$	129,618		$	457,503		$	356,961
Basic earnings per share	$	2.23		$	1.40		$	4.99		$	3.85
Diluted earnings per share	$	2.18		$	1.36		$	4.87		$	3.75
Weighted average shares outstanding:
Basic shares	90,751			92,631			91,619			92,604
Diluted shares	93,001			95,307			93,923			95,204



	2017			2016
Allowance for doubtful accounts beginning of period	$	32,506		$	21,903
Provision for bad debts	35,949			24,512
Write-offs	(20,676		)	(16,343		)
Allowance for doubtful accounts end of period	$	47,779		$	30,072



	September 30,
	2017		2016
Risk-free interest rate	1.65	%	1.09	%
Dividend yield	—		—
Expected volatility	28.02	%	27.37	%
Expected life (in years)	3.4		3.4



	Shares		Weighted Average Grant Date Fair Value
Outstanding at December 31, 2016	379		$	140.39
Granted	204		149.95
Vested	(204	)	136.85
Cancelled or forfeited	(48	)	153.24
Outstanding at September 30, 2017	331		$	149.24



Prepaid expenses and other	79,725
Property and equipment	7,106
Other long term assets	10,025
Goodwill	436,138
Customer relationships and other identifiable intangible assets	358,168
Liabilities assumed	(187,664		)
Deferred tax liabilities	(119,419		)
Aggregate purchase price	$	584,079



Trade and other receivables	$	8,175
Prepaid expenses and other	783
Property and equipment	206
Goodwill	9,209
Other intangible assets	46,034
Liabilities assumed	(11,078		)
Deferred tax liabilities	(9,211		)
Aggregate purchase prices	$	44,118



Trade and other receivables	$	243,157
Prepaid expenses and other	6,998
Deferred tax assets	20,644
Property and equipment	44,226
Other long term assets	14,280
Goodwill	663,040
Customer relationships and other identifiable intangible assets	548,682
Liabilities assumed	(315,082		)
Aggregate purchase price	$	1,225,945



Trade and other receivables	$	27,810
Prepaid expenses and other	5,097
Property and equipment	992
Goodwill	28,540
Other intangible assets	61,823
Deferred tax asset	146
Liabilities assumed	(42,550		)
Deferred tax liabilities	(5,123		)
Aggregate purchase prices	$	76,735



	December 31, 2016		Acquisitions		Dispositions			Acquisition Accounting Adjustments		Foreign Currency		September 30, 2017
Segment
North America	$	2,640,409	$	436,138	$	(92,046	)	$	—	$	707	$	2,985,208
International	1,554,741		9,209		—			3,751		91,650		1,659,351
	$	4,195,150	$	445,347	$	(92,046	)	$	3,751	$	92,357	$	4,644,559



	September 30, 2017		December 31, 2016
Term notes payable—domestic(a), net of discounts	$	3,027,472	$	2,639,279
Revolving line of credit A Facility—domestic(a)	595,000		465,000
Revolving line of credit A Facility—foreign(a)	38,047		123,412
Revolving line of credit A Facility—swing line(a)	40,193		26,608
Other debt(c)	41,771		12,934
Total notes payable and other obligations	3,742,483		3,267,233
Securitization Facility(b)	794,000		591,000
Total notes payable, credit agreements and Securitization Facility	$	4,536,483	$	3,858,233
Current portion	$	1,602,507	$	1,336,506
Long-term portion	2,933,976		2,521,727
Total notes payable, credit agreements and Securitization Facility	$	4,536,483	$	3,858,233



	2017					2016
Computed tax expense at the U.S. federal tax rate	$	114,626		35.0	%	$	59,571		35.0	%
Changes resulting from:
Foreign income tax differential	(9,247		)	(2.8	)%	(4,265		)	(2.5	)%
Excess tax benefits related to stock-based compensation	(4,360		)	(1.3	)%	(8,247		)	(4.9	)%
State taxes net of federal benefits	5,926			1.8	%	1,678			1.0	%
Foreign-sourced nontaxable income	1,558			0.5	%	(6,691		)	(3.9	)%
Valuation allowance on investment loss	16,718			5.1	%	960			0.6	%
Other	(542		)	(0.2	)%	(2,420		)	(1.4	)%
Provision for income taxes	$	124,679		38.1	%	$	40,586		23.9	%



	Net Notional
Foreign exchange contracts:
Swaps	$	272.8
Futures, forwards and spot	3,174.1
Written options	1,338.6
Purchased options	1,765.0
Total	$	6,550.5



	Three Months Ended September 30,								Nine Months Ended September 30,
	2017				2016				2017				2016
(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
North America	$	364.4	63.1	%	$	345.9	71.4	%	$	1,037.4	63.3	%	$	950.5	72.2	%
International	213.4		36.9	%	138.6		28.6	%	602.2		36.7	%	366.1		27.8	%
	$	577.9	100.0	%	$	484.4	100.0	%	$	1,639.5	100.0	%	$	1,316.6	100.0	%



				Merchant Payment Methods
Retail Price	$	3.00		i) Cost Plus Mark-up:			ii) Percentage Discount:				iii) Fixed Fee:
Wholesale Cost	(2.86		)	Wholesale Cost	$	2.86	Retail Price	$	3.00		Retail Price	$	3.00
				Mark-up	0.05		Discount (3%)	(0.09		)	Fixed Fee	(0.09		)
FleetCor Revenue	$	0.14
Merchant Commission	$	(0.05	)	Price Paid to Merchant	$	2.91	Price Paid to Merchant	$	2.91		Price Paid to Merchant	$	2.91
Price Paid to Merchant	$	2.91



	Three Months Ended September 30,								Nine Months Ended September 30,
Revenue by Geography*	2017				2016				2017				2016
(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
United States	$	358	62	%	$	346	71	%	$	1,031	63	%	$	951	72	%
United Kingdom	61		11	%	56		12	%	174		11	%	175		13	%
Brazil	101		17	%	43		9	%	287		17	%	78		6	%
Other	58		10	%	40		8	%	148		9	%	113		9	%
Consolidated revenues, net	$	578	100	%	$	484	100	%	$	1,640	100	%	$	1,317	100	%



	Three Months Ended September 30,								Nine Months Ended September 30,⁸
Revenue by Product Category*	2017				2016				2017				2016
(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
Fuel cards	$	276	48	%	$	259	53	%	$	815	50	%	$	741	56	%
Corporate Payments	72		12	%	46		10	%	169		10	%	132		10	%
Tolls	83		14	%	26		5	%	236		14	%	30		2	%
Lodging	33		6	%	28		6	%	86		5	%	74		6	%
Gift	55		9	%	58		12	%	144		9	%	138		10	%
Other	59		10	%	67		14	%	189		12	%	201		15	%
Consolidated revenues, net	$	578	100	%	$	484	100	%	$	1,640	100	%	$	1,317	100	%



	Three Months Ended September 30,								Nine Months Ended September 30,⁸
Major Sources of Revenue*	2017				2016				2017				2016
(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
Customer
Processing and program revenue¹	$	288	50	%	$	218	45	%	$	781	48	%	$	563	43	%
Late fees and finance charges²	34		6	%	31		6	%	105		6	%	86		7	%
Miscellaneous fees³	32		5	%	34		7	%	97		6	%	93		7	%
	354		61	%	283		58	%	983		60	%	742		56	%
Merchant
Discount revenue (fuel)⁴	77		13	%	68		14	%	223		14	%	194		15	%
Discount revenue (nonfuel)⁵	45		8	%	40		8	%	130		8	%	116		9	%
Tied to fuel-price spreads⁶	53		9	%	53		11	%	165		10	%	145		11	%
Program revenue⁷	49		8	%	41		8	%	139		8	%	119		9	%
	224		39	%	202		42	%	657		40	%	574		44	%
Consolidated revenues, net	$	578	100	%	$	484	100	%	$	1,640	100	%	$	1,317	100	%



	As Reported									Pro Forma and Macro Adjusted²
	Three Months Ended September 30,									Three Months Ended September 30,
(Unaudited)	2017		2016		Change			% Change		2017³		2016⁴		Change			% Change
FUEL CARDS
‑Transactions⁵	119.6		112.5		7.1			6	%	119.6		113.6		6.0			5	%
‑Revenues, net per transaction	$	2.31	$	2.30	$	0.01		—	%	$	2.29	$	2.28	$	0.01		—	%
‑ Revenues, net	$	276.2	$	258.8	$	17.4		7	%	$	274.0	$	259.5	$	14.5		6	%
CORPORATE PAYMENTS
‑Transactions	10.9		10.0		0.9			9	%	10.9		10.2		0.7			7	%
‑Revenues, net per transaction	$	6.63	$	4.61	$	2.02		44	%	$	6.58	$	5.99	$	0.58		10	%
‑ Revenues, net	$	72.2	$	46.1	$	26.1		57	%	$	71.7	$	61.3	$	10.4		17	%
TOLLS
‑Transactions	231.0		81.1		149.8			185	%	231.0		225.0		5.9			3	%
‑Revenues, net per transaction	$	0.36	$	0.32	$	0.04		13	%	$	0.35	$	0.30	$	0.05		16	%
‑ Revenues, net	$	82.9	$	25.8	$	57.1		221	%	$	80.8	$	67.8	$	13.0		19	%
LODGING
‑Transactions	4.1		3.5		0.6			17	%	4.1		3.5		0.6			17	%
‑Revenues, net per transaction	$	8.14	$	8.04	$	0.10		1	%	$	8.14	$	8.04	$	0.10		1	%
‑ Revenues, net	$	33.2	$	28.1	$	5.2		18	%	$	33.2	$	28.1	$	5.2		18	%
GIFT
‑Transactions	294.1		269.5		24.6			9	%	294.1		269.5		24.6			9	%
‑Revenues, net per transaction	$	0.19	$	0.22	$	(0.03	)	(14	)%	$	0.19	$	0.22	$	(0.03	)	(14	)%
‑ Revenues, net	$	54.8	$	58.3	$	(3.5	)	(6	)%	$	54.8	$	58.3	$	(3.5	)	(6	)%
OTHER¹
‑Transactions⁵	19.4		20.8		(1.4		)	(7	)%	19.4		20.4		(1.0		)	(5	)%
‑Revenues, net per transaction	$	3.01	$	3.24	$	(0.22	)	(7	)%	$	2.99	$	2.80	$	0.20		7	%
‑ Revenues, net	$	58.5	$	67.4	$	(8.8	)	(13	)%	$	58.1	$	57.1	$	1.0		2	%
FLEETCOR CONSOLIDATED REVENUES
‑Transactions⁵	679.1		497.5		181.6			37	%	679.1		642.2		36.8			6	%
‑Revenues, net per transaction	$	0.85	$	0.97	$	(0.12	)	(13	)%	$	0.84	$	0.83	$	0.01		2	%
‑ Revenues, net	$	577.9	$	484.4	$	93.5		19	%	$	572.6	$	532.1	$	40.6		8	%



(Unaudited)	Three Months Ended September 30, 2017			% of total revenue		Three Months Ended September 30, 2016			% of total revenue		Increase (decrease)			% Change
Revenues, net:
North America	$	364,443		63.1	%	$	345,868		71.4	%	$	18,575		5.4	%
International	213,434			36.9	%	138,558			28.6	%	74,876			54.0	%
Total revenues, net	577,877			100.0	%	484,426			100.0	%	93,451			19.3	%
Consolidated operating expenses:
Merchant commissions	27,687			4.8	%	28,214			5.8	%	(527		)	(1.9	)%
Processing	111,283			19.3	%	96,233			19.9	%	15,050			15.6	%
Selling	45,060			7.8	%	34,180			7.1	%	10,880			31.8	%
General and administrative	92,043			15.9	%	77,904			16.1	%	14,139			18.1	%
Depreciation and amortization	69,156			12.0	%	57,084			11.8	%	12,072			21.1	%
Other operating, net	11			—	%	(244		)	(0.1	)%	255			104.5	%
Operating income	232,637			40.3	%	191,055			39.4	%	41,582			21.8	%
Investment loss	47,766			8.3	%	2,744			0.6	%	45,022			1,640.7	%
Other (income) expense, net	(175,271		)	(30.3	)%	293			0.1	%	175,564			NM
Interest expense, net	29,344			5.1	%	17,814			3.7	%	11,530			64.7	%
Loss on extinguishment of debt	3,296			0.6	%	—			—	%	3,296			—	%
Provision for income taxes	124,679			21.6	%	40,586			8.4	%	84,093			207.2	%
Net income	$	202,823		35.1	%	$	129,618		26.8	%	$	73,205		56.5	%
Operating income for segments:
North America	$	138,748				$	135,760				$	2,988		2.2	%
International	93,889					55,295					38,594			69.8	%
Operating income	$	232,637				$	191,055				$	41,582		21.8	%
Operating margin for segments:
North America	38.1		%			39.3		%			(1.2		)%
International	44.0		%			39.9		%			4.1		%
Consolidated	40.3		%			39.4		%			0.8		%



(Unaudited)	Nine Months Ended September 30, 2017			% of total revenue		Nine Months Ended September 30, 2016			% of total revenue		Increase (decrease)			% Change
Revenues, net:
North America	$	1,037,386		63.3	%	$	950,542		72.2	%	$	86,844		9.1	%
International	602,161			36.7	%	366,051			27.8	%	236,110			64.5	%
Total revenues, net	1,639,547			100.0	%	1,316,593			100.0	%	322,954			24.5	%
Consolidated operating expenses:
Merchant commissions	82,690			5.0	%	78,755			6.0	%	3,935			5.0	%
Processing	316,429			19.3	%	256,738			19.5	%	59,691			23.2	%
Selling	122,854			7.5	%	92,680			7.0	%	30,174			32.6	%
General and administrative	275,046			16.8	%	209,084			15.9	%	65,962			31.5	%
Depreciation and amortization	198,731			12.1	%	141,848			10.8	%	56,883			40.1	%
Other operating, net	49			—	%	(690		)	(0.1	)%	739			107.1	%
Operating income	643,748			39.3	%	538,178			40.9	%	105,570			19.6	%
Investment loss (income)	52,497			3.2	%	(2,247		)	(0.2	)%	54,744			(2,436.3	)%
Other (income) expense, net	(173,626		)	(10.6	)%	1,056			0.1	%	174,682			NM
Interest expense, net	76,322			4.7	%	49,905			3.8	%	26,417			52.9	%
Loss on extinguishment of debt	3,296			0.2	%	—			—	%	3,296			—	%
Provision for income taxes	227,756			13.9	%	132,503			10.1	%	95,253			71.9	%
Net income	$	457,503		27.9	%	$	356,961		27.1	%	$	100,542		28.2	%
Operating income for segments:
North America	$	394,646				$	367,221				$	27,425		7.5	%
International	249,102					170,957					78,145			45.7	%
Operating income	$	643,748				$	538,178				$	105,570		19.6	%
Operating margin for segments:
North America	38.0		%			38.6		%			(0.6		)%
International	41.4		%			46.7		%			(5.3		)%
Consolidated	39.3		%			40.9		%			(1.6		)%


	Revenues, net				Key Performance Metric
	Three Months Ended March 31,				Three Months Ended March 31,
(Unaudited)	2024		2023		2024		2023
VEHICLE PAYMENTS - TRANSACTIONS
Pro forma and macro adjusted	$	492.1	$	475.0	199.7		186.5
Impact of acquisitions/dispositions	—		20.5		—		(38.4)
Impact of fuel prices/spread	(10.1)		—		—		—
Impact of foreign exchange rates	12.0		—		—		—
As reported	$	494.1	$	495.5	199.7		148.1
CORPORATE PAYMENTS - SPEND
Pro forma and macro adjusted	$	264.3	$	226.2	$	36,804	$	36,518
Impact of acquisitions/dispositions	—		—		—		—
Impact of fuel prices/spread	—		—		—		—
Impact of foreign exchange rates	1.1		—		—		—
As reported	$	265.4	$	226.2	$	36,804	$	36,518
LODGING PAYMENTS - ROOM NIGHTS
Pro forma and macro adjusted	$	111.2	$	122.3	8.2		9.4
Impact of acquisitions/dispositions	—		—		—		—
Impact of fuel prices/spread	—		—		—		—
Impact of foreign exchange rates	0.1		—		—		—
As reported	$	111.3	$	122.3	8.2		9.4
OTHER1- TRANSACTIONS
Pro forma and macro adjusted	$	64.3	$	57.3	367.3		325.7
Impact of acquisitions/dispositions	—		—		—		—
Impact of fuel prices/spread	—		—		—		—
Impact of foreign exchange rates	0.2		—		—		—
As reported	$	64.5	$	57.3	367.3		325.7

CORPAY CONSOLIDATED REVENUES, NET
Pro forma and macro adjusted	$	931.8	$	880.8	Intentionally Left Blank
Impact of acquisitions/dispositions	—		20.5
Impact of fuel prices/spread2	(10.1)		—
Impact of foreign exchange rates2	13.5		—
As reported	$	935.3	$	901.3

* Columns may not calculate due to rounding.
1 Other includes Gift and Payroll Card operating segments.
2 Revenues reflect an estimated $4 million and $6 million negative impact from fuel prices and fuel price spreads, respectively, as well as the positive impact of movements in foreign exchange rates of approximately $14 million.



	Revenue						Transactions
	Three Months Ended September 30,						Three Months Ended September 30,
(Unaudited)	2017			2016			2017		2016⁴
FUEL CARDS
Pro forma and macro adjusted^2,3	$	274.0		$	259.5		$	119.6	$	113.6
Impact of acquisitions/dispositions	—			(0.7		)	—		(1.0		)
Impact of fuel prices/spread	(0.6		)	—			—		—
Impact of foreign exchange rates	2.9			—			—		—
As reported	$	276.3		$	258.8		$	119.6	$	112.5
CORPORATE PAYMENTS
Pro forma and macro adjusted^2,3	$	71.7		$	61.3		$	10.9	$	10.2
Impact of acquisitions/dispositions	—			(15.2		)	—		(0.2		)
Impact of fuel prices/spread	0.1			—			—		—
Impact of foreign exchange rates	0.4			—			—		—
As reported	$	72.2		$	46.1		$	10.9	$	10.0
TOLLS
Pro forma and macro adjusted^2,3	$	80.8		$	67.8		$	231.0	$	225.0
Impact of acquisitions/dispositions	—			(42.0		)	—		(143.9		)
Impact of fuel prices/spread	—			—			—		—
Impact of foreign exchange rates	2.1			—			—		—
As reported	$	82.9		$	25.8		$	231.0	$	81.1
LODGING
Pro forma and macro adjusted^2,3	$	33.2		$	28.1		$	4.1	$	3.5
Impact of acquisitions/dispositions	—			—			—		—
Impact of fuel prices/spread	—			—			—		—
Impact of foreign exchange rates	—			—			—		—
As reported	$	33.2		$	28.1		$	4.1	$	3.5
GIFT
Pro forma and macro adjusted^2,3	$	54.8		$	58.3		$	294.1	$	269.5
Impact of acquisitions/dispositions	—			—			—		—
Impact of fuel prices/spread	—			—			—		—
Impact of foreign exchange rates	—			—			—		—
As reported	$	54.8		$	58.3		$	294.1	$	269.5
OTHER¹
Pro forma and macro adjusted^2,3	$	58.1		$	57.1		$	19.4	$	20.4
Impact of acquisitions/dispositions	—			10.3			—		0.4
Impact of fuel prices/spread	—			—			—		—
Impact of foreign exchange rates	0.4			—			—		—
As reported	$	58.5		$	67.4		$	19.4	$	20.8

FLEETCOR CONSOLIDATED REVENUES
Pro forma and macro adjusted^2,3	$	572.6		$	532.1		$	679.1	$	642.2
Impact of acquisitions/dispositions	—			(47.6		)	—		(144.7		)
Impact of fuel prices/spread	(0.5		)	—			—		—
Impact of foreign exchange rates	5.8			—			—		—
As reported	$	577.9		$	484.4		$	679.1	$	497.5

* Columns may not calculate due to impact of rounding.
¹Other includes telematics, maintenance, food and transportation related businesses.
²2016 is pro forma to include acquisitions and exclude dispositions, consistent with 2017 ownership.
³2017 is adjusted to remove the impact of changes in the macroeconomic environment to be consistent with the same period of prior year, using constant fuel prices, fuel price spreads and foreign exchange rates.
⁴2016 transactions reflect immaterial corrections from previously disclosed amounts for the prior period.



Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of the Publicly Announced Plan	Maximum Value that May Yet be Purchased Under the Publicly Announced Plan (in thousands)
August 1, 2017 through August 31, 2017	1,491,647	$	142.46	3,161,958	$	647,430
September 1, 2017 through September 30, 2017	952,146	$	144.38	4,114,104	$	509,957