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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 __________________________________________________________
FORM 10-Q
 __________________________________________________________
 _________________________________________________________________________________________________
ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017March 31, 2024
OR
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-35004
 __________________________________________________________
FleetCor Technologies,Corpay, Inc.
(Exact name of registrant as specified in its charter)
 __________________________________________________________
Delaware72-1074903
Delaware72-1074903
(State or other jurisdiction of

incorporation or organization)
(I.R.S. Employer

Identification No.)
3280 Peachtree Road, Suite 2400AtlantaGeorgia30305
5445 Triangle Parkway, Peachtree Corners, Georgia30092
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (770) 449-0479
 __________________________________________________________Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockCPAYNYSE
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large"large accelerated filer,” “accelerated" "accelerated filer,” “smaller" "smaller reporting company”company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one:)
Large accelerated filerýAccelerated filer¨
Non-accelerated filer
¨  (Do not check if a smaller reporting company)
Smaller reporting company¨
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
ClassOutstanding at May 2, 2024
ClassOutstanding at October 31, 2017
Common Stock, $0.001 par value89,560,78870,268,506


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FLEETCOR TECHNOLOGIES, INC. AND SUBSIDIARIESCorpay, Inc. and Subsidiaries
FORM 10-Q
For the Three and Nine Month PeriodsMonths Ended September 30, 2017March 31, 2024
INDEX
Page
Page
PART I—FINANCIAL INFORMATION
Item 1.
Unaudited Statements of Cash FlowsFlows for the NineThree Months Ended September 30, 2017March 31, 2024 and 20162023
Item 2.
Item 3.
Item 4.
PART II—OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.


i


Table of Contents


PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
FleetCor Technologies,Corpay, Inc. and Subsidiaries
Consolidated Balance Sheets
(In Thousands, Except Share and Par Value Amounts)
March 31, 2024December 31, 2023
(Unaudited)
Assets
Current assets:
Cash and cash equivalents$1,311,949 $1,389,648 
Restricted cash1,890,727 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 investors1,421,000 1,307,000 
Prepaid expenses and other current assets437,687 474,144 
Total current assets7,437,366 7,084,265 
Property and equipment, net351,831 343,154 
Goodwill5,673,732 5,644,958 
Other intangibles, net2,033,106 2,085,663 
Investments68,299 69,521 
Other assets265,797 248,691 
Total assets$15,830,131 $15,476,252 
Liabilities and equity
Current liabilities:
Accounts payable$1,849,958 $1,624,995 
Accrued expenses408,661 356,118 
Customer deposits2,534,349 2,397,279 
Securitization facility1,421,000 1,307,000 
Current portion of notes payable and lines of credit480,433 819,749 
Other current liabilities256,527 320,612 
Total current liabilities6,950,928 6,825,753 
Notes payable and other obligations, less current portion4,862,621 4,596,156 
Deferred income taxes473,250 470,232 
Other noncurrent liabilities261,062 301,752 
Total noncurrent liabilities5,596,933 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, 2023130 129 
Additional paid-in capital3,382,001 3,266,185 
Retained earnings8,422,428 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’ equity3,254,421 3,282,359 
Noncontrolling interest27,849 — 
Total equity3,282,270 3,282,359 
Total liabilities and equity$15,830,131 $15,476,252 
See accompanying notes to unaudited consolidated financial statements.

  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
1
See accompanying notes to unaudited consolidated financial statements.



FleetCor Technologies,Corpay, Inc. and Subsidiaries
Unaudited Consolidated Statements of Income
(In Thousands, Except Per Share Amounts)
 Three Months Ended March 31,
 20242023
Revenues, net$935,251 $901,333 
Expenses:
Processing207,411 204,967 
Selling94,188 81,592 
General and administrative151,262 154,684 
Depreciation and amortization84,760 84,232 
Other operating, net292 663 
Operating income397,338 375,195 
Other expenses:
Investment gain(167)(190)
Other expense, net3,127 746 
Interest expense, net89,088 79,795 
Total other expense92,048 80,351 
Income before income taxes305,290 294,844 
Provision for income taxes75,487 80,009 
Net income229,803 214,835 
Less: Net income attributable to noncontrolling interest34 — 
Net income attributable to Corpay$229,769 $214,835 
Earnings per share:
Basic earnings per share attributable to Corpay$3.20 $2.92 
Diluted earnings per share attributable to Corpay$3.12 $2.88 
Weighted average shares outstanding:
Basic shares71,769 73,521 
Diluted shares73,545 74,483 

See accompanying notes to unaudited consolidated financial statements.



2
  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

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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,
 20242023
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 tax44,122 (5,473)
Total other comprehensive (loss) income, net of tax(51,990)75,634 
Total comprehensive income177,813 290,469 
Comprehensive loss attributable to noncontrolling interest208 — 
Comprehensive income attributable to Corpay$178,021 $290,469 
See accompanying notes to unaudited consolidated financial statements.



3
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' EquityNoncontrolling InterestTotal 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 stock90,837 — — — 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' EquityNoncontrolling InterestTotal 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.

4

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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
 20242023
Operating activities
Net income$229,803 $214,835 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation28,931 25,980 
Stock-based compensation24,979 26,096 
Provision for credit losses on accounts and other receivables25,342 39,270 
Amortization of deferred financing costs and discounts2,029 1,787 
Amortization of intangible assets and premium on receivables55,829 58,252 
Deferred income taxes647 (499)
Investment gain(167)(190)
Other non-cash operating expense, net292 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, net1,452 (28,223)
Other assets(22,021)25,141 
Accounts payable, accrued expenses and customer deposits398,544 102,112 
Net cash provided by operating activities350,184 877,665 
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 stock90,838 33,399 
Repurchase of common stock(288,833)(9,597)
Borrowings on securitization facility, net114,000 (3,000)
Deferred financing costs(3,176)— 
Proceeds from notes payable325,000 — 
Principal payments on notes payable(25,531)(23,500)
Borrowings from revolver1,570,000 1,964,000 
Payments on revolver(1,866,000)(2,490,000)
(Payments) borrowings on swing line of credit, net(75,429)310,719 
Other580 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 cash61,141 530,221 
Cash and cash equivalents and restricted cash, beginning of period3,141,535 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.

5
FleetCor Technologies,


Corpay, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
September 30, 2017March 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 directlyrecorded 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,
20242023
Foreign exchange losses$3.1 $0.7 
The Company recognizedrecorded foreign exchangecurrency losses and gains on long-term intra-entity transactions included as a component of $0.2 million and $1.5 millionForeign currency translation (losses) gains, net of tax, in the nine month periodsUnaudited Consolidated Statements of Comprehensive Income for the three months ended September 30, 2017March 31, 2024 and 2016, respectively.2023 as follows (in millions):
Derivatives
Three Months Ended March 31,
20242023
Foreign currency losses (gains) on long-term intra-entity transactions$12.4 $(4.9)

Cash, Cash Equivalents, and Restricted Cash
With its acquisitionCash 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 derivativescertain geographies with legal restrictions contractually set aside to facilitatefulfill payment obligations on a customer's behalf, b) collateral received from customers for cross-currency corporatetransactions in our cross-border payments by writing derivatives to customers,business, which are not designated asrestricted 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 majoritypositions in our cross-border payments business.
6

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 fromaccounts 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 exchangeshistorical 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 contractsage 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. Thethe age of asset balances, expected timing of payment, contract terms and conditions, changes in fair value related to these contracts arespecific 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 Payments265.4 28 %226.2 25 %
Lodging Payments111.3 12 %122.3 14 %
Other64.5 %57.3 %
Consolidated revenues, net$935.3 100 %$901.3 100 %
*Columns may not calculate due to rounding.
7


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 %
Brazil148.4 16 %121.7 14 %
United Kingdom121.4 13 %107.7 12 %
Other160.8 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 derivativesspot trade assets, net in "prepaid expensesaccounts receivable and other current assets" and "other current liabilities"all spot trade liabilities, net in accounts payable, each net at the accompanyingcustomer level, in its Consolidated Balance Sheets at their fair value. All cash flows associatedThe 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, 2024December 31, 2023
GrossOffset on the Balance SheetNetGrossOffset on the Balance SheetNet
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 NewRecent Accounting StandardsPronouncements Not Yet Adopted
Revenue RecognitionSegment Reporting
In May 2014,November 2023, the FASBFinancial Accounting Standards Board (FASB) issued ASU 2014-09, "Revenue from Contracts with CustomersNo. 2023-07, "Segment Reporting (Topic 606)280): Improvements to Reportable Segment Disclosures"." The core principle ofamendments 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, including2023, and interim periods with early adoption permitted forwithin fiscal years beginning after December 15, 2016. Since2024, 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, thereforeperiods 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 affectedsignificant 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 2016-02this 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 BreakageIncome Taxes
In March 2016,December 2023, the FASB issued ASU 2016-04, “Liabilities-ExtinguishmentsNo. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09"). The amendments require disclosure of Liabilities: Recognitionspecific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold and further disaggregation of Breakageincome 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 periodsfiscal years beginning after December 15, 2017. Early 2024, with early
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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 usingon a prospective basis, but retrospective transition method to each period presented. The Companyapplication is permitted. We are currently evaluating whatthe impact if any the adoption ofthat this ASUguidance 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 Receivableand 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, 2024December 31, 2023
Gross domestic accounts receivable$999,674 $921,206 
Gross domestic securitized accounts receivable1,421,000 1,307,000 
Gross foreign receivables1,561,216 1,420,543 
Total gross receivables3,981,890 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 maintainsmaintains 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 FleetCorFLEETCOR 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 ofan undivided ownership interestsinterest in this pool of accounts receivable to aunrelated transferees (i.e., multi-seller banks and asset-backed commercial paper conduit (Conduit)conduits). Funding maintainsretains 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 portionto enhance the credit of the receivables sold to the Conduit.transferred receivables. Purchases by the Conduitbanks and conduits are generally financed with the sale of highly-rated commercial paper.
The Company utilizes proceeds from the sale of its accounts receivablesecuritized 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 sheetsConsolidated Balance Sheets and statementsStatements of incomeIncome 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 includematurity 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 rollforwardroll forward of the Company’s allowance for doubtful accountscredit losses related to accounts receivable for ninethe three months ended September 30March 31, 2024 and 2023 is as follows (in thousands):
20242023
Allowance for credit losses beginning of period$180,163 $149,846 
Provision for credit losses25,342 39,270 
Write-offs(19,532)(34,128)
Recoveries3,093 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, aA 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
9


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 valuesvalue on a recurring basis as of September 30, 2017March 31, 2024 and December 31, 2016,2023 (in thousands).:
Fair ValueLevel 1Level 2Level 3
March 31, 2024
Assets:
Overnight deposits$252,146 $— $252,146 $— 
Money market149,686 — 149,686 — 
Certificates of deposit285,313 — 285,313 — 
Treasury bills59,075 — 59,075 — 
Interest rate swaps36,654 — 36,654 — 
Cross-currency interest rate swap7,922 — 7,922 — 
       Foreign exchange contracts252,914 — 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 swap9,498 — 9,498 — 
       Foreign exchange contracts178,895 — 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 market376,465 — 376,465 — 
Certificates of deposit266,316 — 266,316 — 
Treasury bills236,505 — 236,505 — 
Interest rate swaps23,485 — 23,485 — 
Foreign exchange contracts320,216 — 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 swap14,522 — 14,522 — 
Foreign exchange contracts244,745 — 244,745 — 
Total liabilities$315,063 $— $315,063 $— 
Cash collateral obligation for foreign exchange contracts$180,168 
10

  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

$
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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 anin 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 agreementsdeposits 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 tradeabletradable 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 asapproximates the fair value of these instruments. The fair value represents what would be received and or paid by the Companynet 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 paiddeposited 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 2017March 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 footnoteNote 13 for discussion of Masternaut's other than temporary decline inadditional information on the fair value duringof the third quarterCompany’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 quarterlymonthly 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, theThe Company's Board of Directors (the "Board") has approved a stock repurchase program (the(as updated from time to time, the "Program") under whichauthorizing the Company may purchase up to an aggregate of $500 million ofrepurchase its common stock overfrom 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, 4,114,104repurchased 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 duringfor 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. Thefollowing table below summarizes the expense recognized within general and administrative expenses in the Unaudited Consolidated Statements of Income related to share-based payments recognizedstock-based compensation for the three months ended March 31, 2024 and nine month periods ended September 302023 (in thousands):
11


  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
12

Table of Contents

 Three Months Ended March 31,
 20242023
Stock options$6,119 $8,950 
Restricted stock18,860 17,146 
Stock-based compensation$24,979 $26,096 
The tax benefits recorded on stock basedstock-based compensation were $36.1and upon the exercises of options were $15.0 million and $28.4and $4.4 million for the nine month periodsthree months ended September 30, 2017March 31, 2024 and 2016,2023, respectively.
The following table summarizes the Company’s total unrecognized compensation cost related to stock-based compensationoutstanding stock awards as of September 30, 2017March 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
 1.52Stock options$52,539 2.352.35
Restricted stock 12,425
 0.43Restricted stock76,494 1.051.05
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 optionoptions outstanding for the nine month periodthree months ended September 30, 2017March 31, 2024 (shares and aggregate intrinsic value in thousands):
SharesWeighted
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, 20234,983 $192.18 3,182 $163.54 $451,039 
Granted138 251.10 $95.87 
Exercised(539)167.72 $64,000 
Forfeited(14)223.39 
Outstanding at March 31, 20244,568 $197.22 2,851 $167.09 $508,550 
Expected to vest as of March 31, 2024866 $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 weightedweighted 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 ninethree months ended September 30, 2017March 31, 2024 (shares in thousands):

SharesWeighted
Average
Grant Date
Fair Value
Outstanding at December 31, 2023542 $219.63 
Granted233 269.30 
Issued(311)219.07 
Cancelled(36)216.33 
Outstanding at March 31, 2024428 $243.72 
13
  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
20172024 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 acquiredcash. As part of $132.3 million and inclusivethe 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 clientsZapay in making international payments to suppliers and employees.four years from the acquisition date. The purpose of this acquisition is tomajority investment in Zapay further expandscales the Company's corporate payments footprint. TheVehicle 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 financedis 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 usingover the estimated assets acquired and liabilities assumed to goodwill and intangibles on a combinationprovisional 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 outsideprovisional 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 Cambridgethe Zapay acquisition noted above (in thousands):
Trade and other receivables$2,542 
Prepaid expenses and other current assets112 
Other long term assets960 
Goodwill77,846 
Intangibles18,624 
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.
14

Table of Contents

Prepaid expenses and other79,725
Property and equipment7,106
Other long term assets10,025
Goodwill436,138
Customer relationships and other identifiable intangible assets358,168
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 assets46,425 
Other long term assets13,302 
Goodwill383,851 
Intangibles158,689 
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 trademarks2 to Indefinite$12,459 
Proprietary technology5 to 711,885 
Customer relationships6 to 20134,345 
$158,689 
 Useful Lives (in Years)Value
Customer relationships and other identifiable intangible assets10$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 other783
Property and equipment206
Goodwill9,209
Other intangible assets46,034
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 assets8$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 reportedGlobal Reach Group are included in the Company's internationalCorporate 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 other6,998
Deferred tax assets20,644
Property and equipment44,226
Other long term assets14,280
Goodwill663,040
Customer relationships and other identifiable intangible assets548,682
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 relationships8.5-20$348,414
Trade names and trademarks - indefiniteN/A154,851
Technology645,417
  $548,682

In connection with the STP acquisition, the Company recorded contingent liabilities aggregating $15.1 million, recorded within other noncurrent liabilitiesresults for Mina Digital Limited, Business Gateway AG and accrued expensesPayByPhone 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 other5,097
Property and equipment992
Goodwill28,540
Other intangible assets61,823
Deferred tax asset146
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 assets10-18$61,823
  $61,823
7. Goodwill and Other Intangible AssetsIntangibles
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
Goodwill1 Reflects the recognition of goodwill assigned to the Vehicle Payments segment related to ourthe Zapay acquisition of Cambridge is recorded incompleted by the Company's North America segment at September 30, 2017, asCompany 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, 2017March 31, 2024 and December 31, 2016,2023, other intangible assetsintangibles 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, 2024December 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 relationships16.2$3,038,204 $(1,542,504)$1,495,700 $3,044,522 $(1,511,173)$1,533,349 
Trade names and trademarks—indefinite livedN/A436,204 — 436,204 440,900 — 440,900 
Trade names and trademarks—other2.050,684 (16,420)34,264 51,510 (15,334)36,176 
Software5.8297,498 (242,477)55,021 299,780 (238,819)60,961 
Non-compete agreements4.284,256 (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 increasedecrease to the net carrying values of other intangible assetsintangibles in the ninethree months ended September 30, 2017.March 31, 2024. Amortization expense related to intangible assets for the ninethree months ended September 30, 2017March 31, 2024 and 20162023 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.
15



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 creditunder the Credit Agreement and athe Securitization Facility are as follows (in thousands):
March 31, 2024December 31, 2023
Term Loan A note payable, net of discounts$3,185,375 $2,882,595 
Term Loan B note payable, net of discounts1,836,326 1,840,244 
Revolving line of credit facilities320,014 692,318 
Other obligations1,339 748 
Total notes payable, credit agreements, and other obligations5,343,054 5,415,905 
Securitization Facility1,421,000 1,307,000 
Total debt$6,764,054 $6,722,905 
Current portion$1,901,433 $2,126,749 
Long-term portion4,862,621 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 
2025185,250 
2026185,250 
20272,774,312 
20281,778,375 
Thereafter— 
Total principal payments5,362,749 
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. federalCompany's effective tax rate of 35% to income before income taxeswas 24.7% and 27.1% for the three months ended September 30, 2017March 31, 2024 and 20162023, 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.
16
  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 30March 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,
 20242023
Net income attributable to Corpay$229,769 $214,835 
Denominator for basic earnings per share71,769 73,521 
Dilutive securities1,776 962 
Denominator for diluted earnings per share73,545 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 periodsmonths ended September 30, 2017March 31, 2024 and 2023 excludes the effect of 3.50.3 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 sharesan immaterial amount of performance basedperformance-based restricted stock for which the performance criteria have not yet been achieved for both the three month periods ended September 30, 2017March 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’sWe 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 chiefsegments: 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, fromOther. 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.

17


The Company’s segment results are as follows for the three and nine month periods ended September 30March 31, 2024 and 2023 (in thousands):
Three Months Ended March 31,
20241
20232
Revenues, net:
Vehicle Payments$494,061 $495,490 
Corporate Payments265,396 226,172 
Lodging Payments111,295 122,334 
Other64,499 57,337 
$935,251 $901,333 
Operating income:
Vehicle Payments$225,695 $223,480 
Corporate Payments104,711 80,382 
Lodging Payments47,276 54,563 
Other19,656 16,770 
$397,338 $375,195 
Depreciation and amortization:
Vehicle Payments$50,321 $50,350 
Corporate Payments20,803 20,160 
Lodging Payments11,630 11,398 
Other2,006 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.
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 complaintFleetCor 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 allegedlyengage 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 allegedlymaking improper sales of stock. The complaint seeks unspecifiedapproximately $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, benefitsincentive pay and compensation bystock 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
18

Derivative Litigation, CAFN 2023CV383303 (consolidated with CAFN 2023CV381421). The defendants dispute the allegations in the complaintconsolidated 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 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 DispositionsDerivative 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 ofuses 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 givesgive 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
19


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 terminationcounterparty 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 StatesU.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 spot3,174.1
  Written options1,338.6
  Purchased options1,765.0
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, Europound, euro and Australian Dollar.

dollar.
The following table summarizes the fair value of derivatives reported in the Unaudited Consolidated Balance SheetSheets as of September 30, 2017March 31, 2024 and December 31, 2023 (in millions):
March 31, 2024
Fair Value, GrossFair Value, Net
Derivative AssetsDerivative LiabilitiesDerivative AssetsDerivative Liabilities
Derivatives - undesignated:
Foreign exchange contracts$484.4 $410.4 $252.9 $178.9 
Less: Cash collateral36.9 155.8 36.9 155.8 
Total net derivative assets and liabilities$447.5 $254.6 $216.0 $23.1 
Derivative Assets Derivative Liabilities
Fair Value Fair Value
December 31, 2023
December 31, 2023
December 31, 2023
Fair Value, Gross
Fair Value, Gross
Fair Value, Gross
Derivative Assets
Derivative Assets
Derivative Assets
Derivatives - undesignated:   
Over the counter$111.2
 $105.8
Exchange traded
 0.4
Derivatives - undesignated:
Derivatives - undesignated:
Foreign exchange contracts111.2
 106.2
Cash collateral(33.9) (20.3)
Foreign exchange contracts
Foreign exchange contracts
Less: Cash collateral
Less: Cash collateral
Less: Cash collateral
Total net derivative assets and liabilities$77.3
 $85.9
Total net derivative assets and liabilities
Total net derivative assets and liabilities
The fair values of derivative assets and liabilities associated with contracts, thatwhich include netting languageterms that the Company believes to be enforceable, have been netted to present the Company'srecorded net exposure with these counterparties. The Company recognizes all derivative assets inwithin prepaid expenseexpenses and other current assets, and all derivative liabilities inother assets, other current liabilities both net atand 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 leveldeposits 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 rightoperating activities within the Unaudited Consolidated Statements of offset exists, in itsCash 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, 2024December 31, 2023
 Balance Sheet ClassificationFair Value
  
Derivative AssetsPrepaid expenses and other current assets$193.4 $254.2 
Derivative AssetsOther assets$59.5 $66.0 
Derivative LiabilitiesOther current liabilities$131.4 $190.4 
Derivative LiabilitiesOther 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 AmountFixed RatesMaturity Date
$2504.01%7/31/2025
$2504.02%7/31/2025
$5003.80%1/31/2026
$2503.71%7/31/2026
$2503.72%7/31/2026
$1004.35%7/31/2026
$2504.40%7/31/2026
$2504.40%7/31/2026
$4004.33%7/31/2026
$2504.29%1/31/2027
$2504.29%1/31/2027
$2504.19%7/31/2027
$2504.19%7/31/2027
$1503.87%1/31/2027
$503.83%1/31/2027
$503.85%1/31/2027
$1254.00%1/31/2028
$1253.99%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.
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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 lossclassification 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, 2024December 31, 2023
 Balance Sheet ClassificationFair Value
Derivatives designated as cash flow hedges:  
Swap contractsPrepaid expenses and other current assets$34.3 $23.5 
Swap contractsOther assets$2.4 $— 
Swap contractsOther current liabilities$— $— 
Swap contractsOther 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 assetsCash 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 recordedDecember 31, 2023 (in millions). 
March 31, 2024December 31, 2023
Balance Sheet ClassificationFair Value
Cross-currency interest rate swaps designated as a net investment hedge:
Net investment hedgePrepaid expenses and other current assets$7.9 $— 
Net investment hedgeOther current liabilities$— $14.5 
Net investment hedgeOther 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 TranslationUnrealized Gains (Losses) on Derivative InstrumentsTotal 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 $0.2 million.
March 31, 2023
Cumulative Foreign Currency TranslationUnrealized (Losses) Gains on Derivative InstrumentsTotal Accumulated Other Comprehensive Loss Attributable to Corpay
Balance at December 31, 2022$(1,518,640)$8,990 $(1,509,650)
Other comprehensive income (loss) before reclassifications81,107 (3,640)77,467 
Amounts reclassified from AOCL— (5,089)(5,089)
Tax effect— 3,256 3,256 
Other comprehensive income (loss), net of tax81,107 (5,473)75,634 
Balance at March 31, 2023$(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.
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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 OANDAOanda for the applicable periods.
This management’sThe following discussion and analysis shouldof 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 withmagnify the management’s discussionimpact of other risks described herein and analysis and consolidated financial statements and related notes included in our Annual Report on Form 10-K for10-K.
24

Table of Contents

Russia Disposition
We completed the year ended December 31, 2016.
General Business
Fleetcor issale 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 usedbusiness in 53 countries around the world, with our primary geographies in the U.S., Brazil and the U.K., whichRussia 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 solutionsconsolidated 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 iswas 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, 2017March 31, 2024 and 20162023, (in thousands,millions, except per share amounts).
Three Months Ended March 31,
(Unaudited)20242023
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 andAttributable 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, 2017March 31, 2024 and 20162023 (in thousands,millions, except per share amounts).

Three Months Ended March 31,
(Unaudited)20242023
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 margin51.6 %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 useAdjusted net income attributable to Corpay, adjusted revenues asnet 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, netreconciliation of the commissions that are paidnon-GAAP financial measure to merchants that participatethe 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 andattributable 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 incomeThese 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-GAAPnot, 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 bothCorpay 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 illustratedoperate 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 productscommercial businesses (obtained through direct and those of ourindirect channels) and partners for whom we manage cardpayment programs, membersas 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 ourthe 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 businesses2023, our segments generated the following revenue (in millions).
25


26

 Three Months Ended March 31,
(Unaudited)20242023
Revenues by Segment*Revenues, net% of Total
Revenues, net
Revenues, net% of Total
Revenues, net
Vehicle Payments$494.1 53 %$495.5 55 %
Corporate Payments265.4 28 %226.2 25 %
Lodging Payments111.3 12 %122.3 14 %
Other64.5 %57.3 %
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 fromrounding. Other includes our merchantGift 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 Flowtranflowexamplea03.jpg
FromWe generate revenue in our customers and partners, we derive revenue fromVehicle Payments segment through a variety of program fees, including transaction fees, card fees, network fees and charges, which canas well as from interchange. These fees may be charged as fixed fees, costamounts, 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.
FromIn our merchant and network relationships, we deriveCorporate Payments segment, our payables business primarily earns revenue mostly from the difference between the priceamount charged to athe customer for a transaction and the priceamount paid to the merchantthird 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 feescustomer and charges in certain businesses. As illustratedthe rate available in the table below,wholesale foreign exchange market.
In our Lodging Payments segment, we primarily earn revenue from the pricedifference between the amount charged to the customer and the amount paid to the hotel for a merchantgiven 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 illustrativeremaining revenues represent other solutions in our Gift and Payroll card businesses. In these businesses, we primarily earn revenue model for transactions withfrom the merchant, which is primarily applicable to fuel based product transactions, butprocessing of transactions. We may also be applied to our vehicle maintenance, lodging and food, fuel, toll and transportation card and voucher products, substituting transactionscharge 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, 2017March 31, 2024 and 20162023, 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)20242023
Revenues by Geography*Revenues, net% of Total
Revenues, net
Revenues, net% of Total
Revenues, net
United States$504.6 54 %$513.6 57 %
Brazil148.4 16 %121.7 14 %
United Kingdom121.4 13 %107.7 12 %
Other160.8 17 %158.2 18 %
Consolidated revenues, net$935.3 100 %$901.3 100 %
*Columns may not calculate due to impact of rounding.

27

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.
2Fees 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.
4Interchange revenue directly influenced by the absolute price of fuel and other interchange related to fuel products.
5Interchange revenue related to nonfuel products.
6Revenue 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.
7Revenue 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 threeRevenues, net by Key Performance Metric and nine months ended September 30, 2017Organic 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, 2017March 31, 2024 and 20162023, 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)20242023Change% Change20242023Change% Change
VEHICLE PAYMENTS
'- Revenues, net
$494.1$495.5$(1.4)—%$492.1$475.0$17.24%
'- Transactions
199.7148.151.635%199.7186.513.27%
'- Revenues, net per transaction
$2.47$3.35$(0.88)(26)%$2.46$2.55$(0.08)(3)%
'- Tag transactions3
21.319.61.79%21.319.61.79%
'- Parking transactions
60.960.9100%60.954.36.612%
'- Fleet transactions
107.9122.8(14.9)(12)%107.9106.91.01%
'- Other transactions
9.65.73.968%9.65.73.867%
CORPORATE PAYMENTS
'- Revenues, net
$265.4$226.2$39.217%$264.3$226.2$38.117%
'- Spend volume
$36,804$36,518$2861%$36,804$36,518$2861%
'- 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
8.29.4(1.1)(12)%8.29.4(1.1)(12)%
'- Revenues, net per room night
$13.52$13.07$0.453%$13.51$13.07$0.443%
OTHER1
'- Revenues, net
$64.5$57.3$7.212%$64.3$57.3$6.912%
'- Transactions
367.3325.741.613%367.3325.741.613%
'- Revenues, net per transaction
$0.18$0.18$——%$0.17$0.18$—(1)%
CORPAY CONSOLIDATED REVENUES, NET
'- Revenues, net
$935.3$901.3$34.04%$931.8$880.8$51.06%
  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.
32017 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
42016 is pro forma* Columns may not calculate due to include acquisitions and exclude dispositions consistent with 2017 ownership.
52016 and YTD 2017 transactions reflect immaterial corrections from previously disclosed amounts for the prior period.
rounding.

Revenue per transactionrelevant 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 transactionKPI per customer changesmay 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.
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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 expensecredit 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 resultsthat 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 salefollowing: sales of assets or businesses, foreign currency transactions, extinguishment of debt, and investments. This category also includes other miscellaneous operatingnon-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 pricesGlobal economic conditions—Our fleetresults 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
29


2023, respectively. See “Sources"Results of Revenue” aboveOperations" for further information related to the absolutefuel 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-pricefuel 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-pricefuel 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” aboveOperations" 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 ratesOur resultsFrom 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 operations5.25%. 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 resultsrestricted cash. As of operations are materially affected by conditionsMarch 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 bypreviously unhedged interest payments associated with variable rate debt, the economy include our transaction volumes and the credit risksole 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 bywhich 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 dollarSOFR benchmark interest rate.
See "Liquidity and Russian ruble, relative to the U.S. dollar. Approximately 63% and 72% ofcapital 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 expenseexpenses will decrease as a percentage of revenuerevenues 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 InvestmentsDispositions

2024
On August 9, 2017,In March 2024, we acquired Cambridge70% 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.
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2023
In January 2023, we acquired Global Payments (“Cambridge”),Reach, a leading business to business (B2B) internationalU.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 clientscash. 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 cardcloud-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 acquiredcash. 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 acquisitions2023, we disposed of $6.1 million.

In August 2016, we acquired all of the outstanding stock of STPour 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 acquireddisposed and net of $11.1 million.
During 2016, we made additional investments of $7.9a $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 inforeign 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 outsideconversion of the United States and Canada. We are continuingruble-denominated proceeds to evaluate the allocation of Cambridge results toU.S. dollars. Results from our reporting units and segments. The results of operations from the fuel cardRussian 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 beenwere previously included in our North AmericaVehicle Payments segment.

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

We regularly evaluate the carrying value2023 acquisitions provide incremental geographic expansion of our Masternaut investment and duringproducts, 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.

31




Results of Operations
Three months ended September 30, 2017March 31, 2024 compared to the three months ended September 30, 2016March 31, 2023
The following table sets forth selected unaudited consolidated statementstatements of income data for the three months ended September 30, 2017March 31, 2024 and 20162023 (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 Payments265.4 28.4 %226.2 25.1 %39.2 17.3 %
Lodging Payments111.3 11.9 %122.3 13.6 %(11.0)(9.0)%
Other64.5 6.9 %57.3 6.4 %7.2 12.5 %
Total revenues, net935.3 100.0 %901.3 100.0 %33.9 3.8 %
Consolidated operating expenses:
Processing207.4 22.2 %205.0 22.7 %2.4 1.2 %
Selling94.2 10.1 %81.6 9.1 %12.6 15.4 %
General and administrative151.3 16.2 %154.7 17.2 %(3.4)(2.2)%
Depreciation and amortization84.8 9.1 %84.2 9.3 %0.5 0.6 %
Other operating, net0.3 — %0.7 0.1 %(0.4)NM
Operating income397.3 42.5 %375.2 41.6 %22.1 5.9 %
Investment gain(0.2)— %(0.2)— %— NM
Other expense, net3.1 0.3 %0.7 0.1 %2.4 NM
Interest expense, net89.1 9.5 %79.8 8.9 %9.3 11.6 %
Provision for income taxes75.5 8.1 %80.0 8.9 %(4.5)(5.7)%
Net income229.8 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 Payments104.7 80.4 24.3 30.2 %
Lodging Payments47.3 54.6 (7.3)(13.4)%
Other19.7 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
RevenuesConsolidated revenues, net
Our consolidatedConsolidated revenues increased from $484.4were $935.3 million in the three months ended September 30, 2016March 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 revenuerevenues was due primarily due to:

The impact of acquisitions during 2016 and 2017, which contributed approximately $58 million in additional revenue.
Organicto 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 volumespend and revenue per transaction volumes, implementation and ramping of new sales and business initiatives. Consolidated revenues also grew 1% from acquisitions completed in certain2023 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 favorableslightly positive impact on our consolidated revenuerevenues for the three months ended September 30, 2017March 31, 2024 over the comparable period in 2016 of approximately $4 million. This was2023, driven primarily due to by favorable changes in foreign exchange rates of approximately $14 million mostly in our Brazil and the United KingdomU.K. businesses.
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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, 2017March 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 NexTraqour Russia business in July 2017 of approximately $10$2 million.

North America segment revenues
North America revenues increased from $345.9General and administrative. General and administrative expenses were $151.3 million in the three months ended September 30, 2016March 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, anMarch 31, 2024, a slight increase of $18.6 million, or 5.4%. The increase0.6% from the prior period. Depreciation and amortization expenses increased due to incremental investments in our North America segment revenue was primarily due to:

Thecapital 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 $138.6Consolidated operating income was $397.3 million in the three months ended September 30, 2016March 31, 2024, an increase of 5.9% compared to $213.4the 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 wasMarch 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 measurerepresents 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 $28.2Interest expense, net. Interest expense, net was $89.1 million in the three months ended September 30, 2016 to $27.7March 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 decreasenet 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 millionon 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 NextraqRussia business, of $175 millionpartially 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)20242023
Term loan A 2.98% 1.99%Term loan A6.81 %5.98 %
Term loan B 3.32% 3.75%Term loan B7.19 %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 %
The average unused credit facility fee for Domestic Revolver A was 0.35%We have a portfolio of interest rate swaps which are designated as cash flow hedges and 0.30% infour cross-currency interest rate swaps, which are designated as one net investment hedge. During the three month period ending September 30, 2017months ended March 31, 2024, as a result of these swap contracts and 2016, respectively.net investment hedge, we recorded a benefit to interest expense of $14.7 million.
Loss on extinguishment of debt. Loss on early extinguishment of debt of $3.3 million relates to our write-off of debt issuance costs associated with the refinancing of our existing credit facility during the third quarter of 2017.
Provision for income taxes. The provision for income taxes and effective tax rate were $75.5 million and 24.7%, respectively, for the three months ended March 31, 2024, compared to $80.0 million and 27.1%, respectively, for the prior period. Income tax expense is based on an estimated annual effective rate, which requires us to make our best estimate of annual pretax accounting income or loss before consideration of tax or benefit discretely recognized in the period in which such occur. Our effective income tax rate for the three months ended 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 discrete items of $8.5 million mainly attributable to tax benefits arising from stock option exercises and awards vesting.
Net income attributable to Corpay. For the reasons discussed above, our net income attributable to Corpay increased to $229.8 million, or 7.0%, from the prior period, during the three months ended March 31, 2024.
33


Segment Results
Vehicle Payments
Vehicle Payments revenues were $494.1 million in the three months ended March 31, 2024, a decrease of 0.3% from the prior period. The decrease in revenue was primarily driven by the disposition of our Russia business in August 2023, which lowered revenue by approximately $31 million. Excluding the disposition, Vehicle Payments revenues increased primarily due to organic growth of 4% driven by new sales growth in our international markets, as well as the impact of acquisitions, which contributed approximately $11 million in revenue. The macroeconomic environment had a slightly positive impact of approximately $2 million, driven primarily by favorable changes in foreign exchange rates on revenue of $12 million, partially offset by unfavorable fuel price spreads of $6 million, and lower fuel prices of $4 million.
Vehicle Payments operating income was $225.7 million in the three months ended March 31, 2024, an increase of 1.0% compared to the prior period, despite the impact of the disposition of our Russia business, which resulted in lower operating income of approximately $24 million. This negative impact was more than offset by organic growth described above as well as lower bad debt of approximately $15 million, as we shifted away from $40.6micro-SMB clients and to higher credit quality customers in the U.S. in 2023.
Corporate Payments
Corporate Payments revenues were $265.4 million in the three months ended March 31, 2024, an increase of 17.3%, from the prior period. Corporate Payments revenues increased primarily due to organic revenue growth of 17%, driven by strong new sales in our AP and cross-border solutions and a slight increase in spend volume.
Corporate Payments operating income was $104.7 million in the three months ended March 31, 2024, an increase of30.2% from the prior period. Corporate Payments operating income and margin increased primarily due to revenue growth, operating leverage and integration synergies, as revenues grew faster than expenses, partially offset by higher selling expenses driven by growth of the business.
Lodging Payments
Lodging Payments revenues were $111.3 million in the three months ended September 30, 2016March 31, 2024, a decrease of 9.0% from the prior period. In 2023, Lodging Payments benefited from high weather-driven distressed passenger volume and insurance claims. Lodging Payments also continued to $124.7see softness in the base particularly related to smaller, field services companies that are deploying fewer workers as a result of the uncertain macro environment, which provided a tough comparable.
Lodging Payments operating income was $47.3 million in the three months ended September 30, 2017, an increaseMarch 31, 2024, a decrease of $84.1 million, or 207.2%. We provide for13.4% from the prior period. Lodging Payments operating income taxes during interim periods based on an estimate of our effective tax rate for the year. Discrete items and changes in the estimate of the annual tax rate are recorded in the period they occur. Our effective tax rate increased from 23.9% for three months ended September 30, 2016margin declined due to 38.1% for the three months ended September 30, 2017. The 2017 tax rate was impacted by the gain on sale of the NexTraq business of $175 million, all at the higher U.S. tax rate, and the Masternaut impairment charge in the quarter, which had no corresponding tax benefit. Our tax rate in the quarter was 29.4%, excluding the impact of the NexTraq sale, investment impairment and loss on extinguishment of debt. The 2016 tax rate was favorably impacted by a one-time nonrecurring net gain at our Masternaut investment that favorably impacted pre-tax earnings, but was not subject to income tax. The 2016 rate was also favorably impacted by higher excess tax benefits on share-based compensation in the third quarter of 2016 versus the third quarter of 2017.
We pay taxes in many different taxing jurisdictions, including the U.S., most U.S. states and many non-U.S. jurisdictions. The tax rates in certain non-U.S. taxing jurisdictions are lower than the U.S. tax rate. Consequently, as our earnings fluctuate between taxing jurisdictions, our effective tax rate fluctuates. Also, the excess tax benefit on share based compensation is part

of the effective tax rate. As a result, the tax rate is impacted by the number of stock options exercised or restricted shares vested during the reporting period.
Net income. For the reasons discussed above, our net income increased from $129.6above.
Other
Other revenues were $64.5 million in the three months ended September 30, 2016March 31, 2024, an increase of 12.5% from the prior period, primarily due to $202.8organic revenue growth of 12%, driven by the timing of gift card sales and increased transaction volume over the prior period.
Other operating income was $19.7 million in the three months ended September 30, 2017, March 31, 2024, an increase of $73.2 million, or 56.5%.
Operating income and operating margin
Consolidated operating income. Operating income increased17% from $191.1 million in the three months ended September 30, 2016 to $232.6 million inprior period, with the three months ended September 30, 2017, an increase of $41.6 million, or 21.8%. Our operating margin was 39.4% and 40.3% for the three months ended September 30, 2016 and 2017, respectively. The increase in operating income was primarily due to acquisitions completed in 2016 and 2017 and organic growth, as well as the positive impact of the macroeconomic environment of approximately $4 million, driven primarily by favorable fuel prices and fluctuations in foreign exchange rates. These increases were partially offset by the negative impact of higher amortization and depreciation expense related to acquisitions of STP and Travelcard completed in the third quarter of 2016 and Cambridge completed in the third quarter of 2017, additional stock based compensation of approximately $7 million and the disposition of the NexTraq business in July 2017 of approximately $4 million.
For the purpose of segment operating results, we calculate segment operating income by subtracting segment operating expenses from segment revenue. Segment operating margin is calculated by dividing segment operating income by segment revenue.

North America segment operating income. North America operating income increased from $135.8 million in the three months ended September 30, 2016 to $138.7 million in the three months ended September 30, 2017, an increase of $3.0 million, or 2.2%. North America operating margin was 39.3% and 38.1% for the three months ended September 30, 2016 and 2017, respectively. The increase in operating income was due primarily to organicrevenue growth and the positive impact of the macroeconomic environment of approximately $1 million, driven by favorable fuel prices. These increases were partially offset by additional stock based compensation of approximately $6 million, the negative impact of higher amortization and depreciation expense related to our acquisition of Cambridge in the third quarter of 2017 and the disposition of the NexTraq business in July 2017 of approximately $4 million.operating leverage, as revenues grew faster than expenses.

International segment operating income. International operating income increased from $55.3 million in the three months ended September 30, 2016 to $93.9 million in the three months ended September 30, 2017, an increase of $38.6 million, or 69.8%. International operating margin was 39.9% and 44.0% for the three months ended September 30, 2016 and 2017, respectively. The increase in operating income was due primarily to the impact of acquisitions completed in 2016 and organic growth, as well as the positive impact of the macroeconomic environment of approximately $3 million, driven primarily by favorable fluctuations in foreign exchange rates. The higher operating margin was driven by the positive impact of process improvements in our recently acquired STP business, offset by higher amortization and depreciation expense related to acquisitions of STP and Travelcard completed in the third quarter of 2016 and additional stock based compensation expense of approximately $1 million.

Nine months ended September 30, 2017 compared to the nine months ended September 30, 2016
The following table sets forth selected consolidated statement of income data for the nine months ended September 30, 2017 and 2016 (in thousands).
(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)% 
NM = Not Meaningful
The sum of the columns and rows may not calculate due to rounding.

Revenues
Our consolidated revenues increased from $1,316.6 million in the nine months ended September 30, 2016 to $1,639.5 million in the nine months ended September 30, 2017, an increase of $323.0 million, or 24.5%. The increase in our consolidated revenue was primarily due to:

The impact of acquisitions during 2016 and 2017, which contributed approximately $175 million in additional revenue.
Organic growth of approximately 9% on a constant fuel price, fuel spread margin, foreign currency 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 positive impact on our consolidated revenue for the nine months ended September 30, 2017 over the comparable period

in 2016 of approximately $17 million. We believe the favorable impact of higher fuel prices and fuel spread margins, primarily in the U.S., had a favorable impact on consolidated revenues of approximately $22 million. Conversely, changes in foreign exchange rates had an unfavorable impact on consolidated revenues of approximately $5 million due to unfavorable fluctuations in foreign exchange rates primarily in Brazil and the United Kingdom in the nine months ended September 30, 2017 compared to 2016.

These increases were partially offset by the impact of the disposition of the NexTraq business in July 2017 of approximately $10 million.
North America segment revenues
North America revenues increased from $950.5 million in the nine months ended September 30, 2016 to $1,037.4 million in the nine months ended September 30, 2017, an increase of $86.8 million, or 9.1%. The increase in our North America segment revenue was primarily due to:

The impact of our Cambridge acquisition during the third quarter of 2017, which contributed approximately $12 million in additional revenue.
Organic growth of approximately 8%, 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 positive impact on our North America segment revenue in nine months ended September 30, 2017 over the comparable period in 2016 of approximately $19 million. This was primarily due to the favorable impact of changes in fuel prices and slightly higher fuel spread margins.

These increases were partially offset by the impact of the disposition of the NexTraq business in July 2017 of approximately $10 million.

International segment revenues
International segment revenues increased from $366.1 million in the nine months ended September 30, 2016 to $602.2 million in the nine months ended September 30, 2017, an increase of $236.1 million, or 64.5%. The increase in our International segment revenue was primarily due to:
The impact of acquisitions during 2016 and 2017, which contributed approximately $163 million in additional revenue.
Organic growth of approximately 10% 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 the impact of the macroeconomic environment, in total we believe it had a negative impact on our International segment revenue for the nine months ended September 30, 2017 over the comparable period in 2016 of approximately $2 million. This was primarily due to unfavorable fluctuations in foreign exchange rates, partially offset by the impact of higher fuel prices.
Consolidated operating expenses
Merchant commissions. Merchant commissions increased from $78.8 million in the nine months ended September 30, 2016 to $82.7 million in the nine months ended September 30, 2017, an an increase of $3.9 million, or 5.0%. This increase was primarily due to the fluctuation of the margin between the wholesale cost and retail price of fuel and the impact of higher volume in certain revenue streams where merchant commissions are paid.
Processing. Processing expenses increased from $256.7 million in the nine months ended September 30, 2016 to $316.4 million in the nine months ended September 30, 2017, an increase of $59.7 million, or 23.2%. Increases in processing expenses were primarily due to expenses related to acquisitions completed in 2016 and 2017 of approximately $45 million, inclusive of incremental bad debt expense of $11 million, as well as the impact of changes in foreign exchange rates, partially offset by the impact of negotiated lower vendor processing costs. The increase in bad debt was primarily due to bad debt inherent in the acquired STP business. These increases were partially offset by the impact of disposition of the NexTraq business of approximately $3 million.
Selling. Selling expenses increased from $92.7 million in the nine months ended September 30, 2016 to $122.9 million in the nine months ended September 30, 2017, an increase of $30.2 million, or 32.6%. Increases in spending were primarily due to ongoing expenses related to acquisitions completed in 2016 and 2017 of approximately $19 million and additional spending in certain lines of business. 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 $209.1 million in the nine months ended September 30, 2016 to $275.0 million in the nine months ended September 30, 2017, an increase of $66.0 million, or 31.5%. The increase was primarily due to ongoing expenses related to acquisitions completed in 2016 and 2017 of approximately $28 million, increased stock based compensation expense of approximately $19 million and increases in other professional fees of approximately $7 million. 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 $141.8 million in the nine months ended September 30, 2016 to $198.7 million in the nine months ended September 30, 2017, an increase of $56.9 million, or 40.1%. The increase was primarily due to amortization of intangible assets related to acquisitions completed in 2016 and 2017 of approximately $39 million and incremental expense related to capitalized development of software. These increases were partially offset by the impact of disposition of the NexTraq business of approximately $2 million.

Investment loss (income). Investment loss was $52.5 million in the nine months ended September 30, 2017, compared to investment income of $2.2 million in the nine 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 nine months ended September 30, 2017, in the accompanying Unaudited Consolidated Statements of Income.

Other (income) expense, net. Other income, net was $173.6 million in the nine months ended September 30, 2017, compared to other expense, net of $1.1 million in the nine months ended September 30, 2016. The increase was due primarily to the pre-tax gain on the sale of our Nextraq business of $175 million in the third quarter of 2017.

Interest expense, net. Interest expense increased from $49.9 million in the nine months ended September 30, 2016 to $76.3 million in the nine months ended September 30, 2017, an increase of $26.4 million, or 52.9%. 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. The following table sets forth the average interest rates paid on borrowings under our Credit Facility, excluding the related unused credit facility fees.
  Nine Months Ended September 30,
(Unaudited) 2017 2016
Term loan A 2.74% 1.96%
Term loan B 3.28% 3.75%
Domestic Revolver A 2.78% 2.00%
Foreign Revolver A 2.01% 1.77%
Foreign swing line 1.97% 1.73%
The average unused credit facility fee for Domestic Revolver A was 0.35% and 0.30% in the nine month period ending September 30, 2017 and 2016, respectively.
Loss on extinguishment of debt. Loss on extinguishment of debt of $3.3 million relates to our write-off of debt issuance costs associated with the refinancing of our existing credit facility during the third quarter of 2017.
Provision for income taxes. The provision for income taxes increased from $132.5 million in the nine months ended September 30, 2016 to $227.8 million in the nine months ended September 30, 2017, an increase of $95.3 million, or 71.9%. We provide for income taxes during interim periods based on an estimate of our effective tax rate for the year. Discrete items and changes in the estimate of the annual tax rate are recorded in the period they occur. Our effective tax rate was 33.2% for the nine months ended September 30, 2017 as compared to 27.1% in the nine months ended September 30, 2016. The increase in the provision for income taxes was due primarily to the pretax gain on sale of the Nextraq business of $175 million at the higher U.S. tax rate, all at the higher U.S. tax rate, and the Masternaut impairment charge in the quarter, which had no corresponding tax benefit. The 2016 tax rate was favorably impacted by a one-time nonrecurring net gain at our Masternaut investment that favorably impacted pre-tax earnings, but was not subject to income tax. The 2016 rate was also favorably impacted by higher excess tax benefits on share-based compensation in 2016 versus 2017.

We pay taxes in many different taxing jurisdictions, including the U.S., most U.S. states and many non-U.S. jurisdictions. The tax rates in certain non-U.S. taxing jurisdictions are lower than the U.S. tax rate. Consequently, as our earnings fluctuate between taxing jurisdictions, our effective tax rate fluctuates. Also, the excess tax benefit on share based compensation is part of the effective tax rate. As a result, the tax rate is impacted by the number of stock options exercised or restricted shares vested during the reporting period.
Net income. For the reasons discussed above, our net income increased from $357.0 million in the nine months ended September 30, 2016 to $457.5 million in the nine months ended September 30, 2017, an increase of $100.5 million, or 28.2%.
Operating income and operating margin
Consolidated operating income. Operating income increased from $538.2 million in the nine months ended September 30, 2016 to $643.7 million in the nine months ended September 30, 2017, an increase of $105.6 million, or 19.6%. Our operating margin was 40.9% and 39.3% for the nine months ended September 30, 2016 and 2017, respectively. The increase in operating income was primarily due to acquisitions completed in 2016 and 2017, organic growth, as well as the positive impact of the macroeconomic environment of approximately $14 million, driven primarily by favorable fuel prices, partially offset by the unfavorable impact of fluctuations in foreign exchange rates. These increases were partially offset by the negative impact of higher amortization and depreciation expense related to acquisitions completed in 2016 and 2017, additional bad debt expense of $11 million, due to bad debt inherent in the acquired STP business, additional stock based compensation of approximately $19 million and the disposition of the NexTraq business in July 2017 of approximately $4 million.
For the purpose of segment operating results, we calculate segment operating income by subtracting segment operating expenses from segment revenue. Segment operating margin is calculated by dividing segment operating income by segment revenue.

North America segment operating income. North America operating income increased from $367.2 million in the nine months ended September 30, 2016 to $394.6 million in the nine months ended September 30, 2017, an increase of $27.4 million, or 7.5%. North America operating margin was 38.6% and 38.0% for the nine months ended September 30, 2016 and 2017, respectively. The increase in operating income was due primarily to organic growth and the positive impact of the macroeconomic environment of approximately $18 million, driven by primarily by higher fuel prices. These increases were partially offset by additional stock based compensation of approximately $14 million, additional bad debt expense of approximately $4 million, the negative impact of higher amortization and depreciation expense related to our acquisition of Cambridge in the third quarter of 2017 and the disposition of the NexTraq business in July 2017 of approximately $4 million.

International segment operating income. International operating income increased from $171.0 million in the nine months ended September 30, 2016 to $249.1 million in the nine months ended September 30, 2017, an increase of $78.1 million, or 45.7%. International operating margin was 46.7% and 41.4% for the nine months ended September 30, 2016 and 2017, respectively. The increase in operating income was due primarily to the impact of acquisitions completed in 2016 and 2017, organic growth. These increases were partially offset by the negative impact of higher amortization and depreciation expense related to acquisitions of STP and Travelcard completed in the third quarter of 2016, additional bad debt expense of $9 million, due to bad debt inherent in the acquired STP business, additional stock based compensation of approximately $5 million and the negative impact of the macroeconomic environment of approximately $4 million, driven primarily by the unfavorable impact of fluctuations in foreign exchange rates.
Liquidity and capital resources
Our principal liquidity requirements are to service and repay our indebtedness, make acquisitions of businesses and commercial account portfolios, repurchase shares of our common stock and meet working capital, needs, tax and capital expenditure needs.
Sources of liquidity
At September 30, 2017,liquidity. We believe that our current level of cash balances totaled $1,018.3 million,and borrowing capacity under our Credit Facility and Securitization Facility (each defined below), together with expected future cash flows from operations, will be sufficient to meet the needs of our existing operations and planned requirements for at least the next 12 months and into the foreseeable future, based on our current assumptions. At March 31, 2024, we had approximately $183.5 million restricted. $2.8 billion in total liquidity, consisting of approximately $1.5 billion available under our Credit Facility and unrestricted cash of $1.3 billion, a portion of which is required for working capital purposes. Restricted cash primarily represents customer deposits repayable on demand held in the Czech Republic andcertain geographies with legal restrictions, collateral received from customers for cross-currency transactions in our Comdatacross-border payments business, in the U.S., which we areis restricted from usinguse other than to repay customer deposits.
At September 30, 2017, cashdeposits and cash equivalents held in foreign subsidiaries where we have determined we are permanently reinvested is $509.3 million. All of the cashsecure and cash equivalents held by our foreign subsidiaries, excluding restricted cash, are availablesettle cross-currency transactions, and collateral posted with banks for general corporate purposes. Our current intent is to permanently reinvest these funds outside of the U.S. Our current expectation for funds heldhedging positions in our foreign subsidiaries is to use the funds to finance foreign organic growth, to pay for potential future foreign acquisitions and to repay any foreign borrowings that may arise from time to time. We currently believe that funds generated from our U.S. operations, along with available borrowing capacity in the U.S. will be sufficient to fund our

U.S. operations for the foreseeable future, and therefore do not foresee a need to repatriate cash held by our foreign subsidiaries in a taxable transaction to fund our U.S. operations. However, if at a future date or time these funds are needed for our operations in the U.S. or we otherwise believe it is in our best interests to repatriate all or a portion of such funds, we may be required to accrue and pay U.S. taxes to repatriate these funds. No assurances can be provided as to the amount or timing thereof, the tax consequences related thereto or the ultimate impact any such action may have on our results of operations or financial condition.

cross-border payments business.
We also utilize an accounts receivablethe Securitization Facility to finance a majorityportion of our domestic fuel card receivables, to lower our cost of borrowing and more efficiently use capital. We generate and record accountsAccounts receivable when a customer makes a purchase from a merchant using one ofcollateralized within our card products and generally pay merchants before collecting the receivable. As a result, we utilize the Securitization Facility as a source of liquidityrelate to providetrade receivables resulting primarily from charge card activity in Vehicle Payments and receivables related to our Lodging Payments business in the cash flow required to fund merchant payments while we collect customer balances. These balances are primarily composed of charge balances, which are typically billed to the customer on a weekly, semimonthly or monthly basis, and are generally required to be paid within 14 days of billing.U.S. We also consider the available and undrawn amounts under our Securitization Facility and Credit Facility as funds available for working capital purposes and acquisitions. At September 30, 2017,March 31, 2024, we had no additional liquidity under our Securitization Facility. At September 30, 2017, we had approximately $612 million available under
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We have determined that outside basis differences associated with our Credit Facility.
Based oninvestments in foreign subsidiaries would not result in a material deferred tax liability, and, consistent with our current forecasts and anticipated market conditions, we believeassertion that our current cash balances, our available borrowing capacity and our abilitythese amounts continue to generate cash from operations, will be sufficient to fund our liquidity needsindefinitely invested, have not recorded incremental income taxes for at least the next twelve months. However, we regularly evaluate our cash requirements for current operations, commitments, capital requirements and acquisitions, and we may elect to raise additional funds for these purposes in the future, either through the issuance of debt or equity securities. We may not be able to obtain additional financing on terms favorable to us, if at all.outside basis differences.
Cash flows
The following table summarizes our cash flows for the nine monthsthree month periods ended September 30, 2017March 31, 2024 and 20162023 (in millions).
Three Months Ended March 31,
(Unaudited)20242023
Net cash provided by operating activities$350.2 $877.7 
Net cash used in investing activities$(102.3)$(159.0)
Net cash used in financing activities$(158.6)$(217.7)
  Nine Months Ended September 30,
(Unaudited) 2017 2016
Net cash provided by operating activities $419.5
 $404.3
Net cash used in investing activities (341.6) (1,371.5)
Net cash provided by financing activities 250.1
 976.4
Operating activities. Net cash provided by operating activities increased from $404.3was $350.2 million in the ninethree months ended September 30, 2016March 31, 2024, compared to $419.5$877.7 million in the nine months ended September 30, 2017. Includedcomparable prior period. The decrease in operating cash flows from operating activities were favorable non-cash adjustments of $151.7 millionwas primarily driven by an increase in the nine months ended September 30, 2017. Non-cash adjustments were driven primarily by higher depreciation and amortization and an impairment charge in our Masternaut investment, partially offset by the gain on the sale of our Nextraq business in the third quarter of 2017. Also included inrestricted cash flows from operating activities were unfavorable working capital adjustments of $189.7 million. Working capital adjustments are primarily due to the timing of cash receipts and payments during the nine months ended September 30, 2017 over the comparable period in 2016.2023.
Investing activities. Net cash used in investing activities decreased from $1,371.5was $102.3 million in the ninethree months ended September 30, 2016March 31, 2024 compared to $341.6$159.0 million in the nine months ended September 30, 2017.comparable prior period. The decreasereduction in cash used for investing activities was primarily due to less spending on acquisitions completed in 2024 as compared to 2023. Our capital expenditures were $41.2 million in the reductionthree months ended March 31, 2024, an increase of $4.5 million, or 12%, from $36.7 million in cash outlay forthe comparable prior period due to the impact of acquisitions and the proceeds received from the sale of our Nextraq business during the third quarter of 2017.continued investments in technology.
Financing activities. Net cash providedused in financing activities was $158.6 million in the three months ended March 31, 2024, compared to $217.7 million in the comparable prior period. The decrease in net cash used by financing activities decreased from $976.4 million in the nine months ended September 30, 2016 to $250.1 million in the nine months ended September 30, 2017. The decrease in cash provided by financing activities iswas primarily due to an increase in debt repayments of $437.4 millioni) net borrowings on our credit facility inand securitization facility of $42.0 million during the ninethree months ended September 30, 2017March 31, 2024 as compared to 2016, increased spending to repurchase ournet repayments of $241.8 million during the comparable period in 2023 and (ii) an increase in proceeds from the issuance of common stock of $367$57.4 million, and a decrease in borrowings of $76.8 million on our credit facility, partially offset by an increase in borrowingsrepurchases of $161 million on our Securitization Facility.
Capital spending summary
Our capital expenditures increased from $41.9common stock of $279.2 million in the ninethree months ended September 30, 2016 to $49.5 millionMarch 31, 2024 over the comparable period in the nine months ended September 30, 2017, an increase of $7.6 million, or 18.1%. This increase is primarily due to increased spending on strategic projects, including continued investment in our operating systems, as well as incremental spending related to acquisitions in 2016 and 2017.

2023.
Credit Facility
FleetCorCorpay Technologies Operating Company, LLC, and certain of our domestic and foreign owned subsidiaries, as designated co-borrowers (the “Borrowers”"Borrowers"), hasare parties to a $4.33$7.0 billion Credit Agreement (the "Credit Agreement"), with Bank of America, N.A., as administrative agent, swing line lender and local currencyletter of credit issuer, and a syndicate of financial institutions (the “Lenders”"Lenders"), which has been amended multiple times. The Credit Agreement provides for senior secured credit facilities (collectively, the "Credit Facility") consisting of a revolving A credit facility in the amount of $1.285$1.775 billion, a term loan A facility in the amount of $2.69$3.325 billion and a term loan B facility in the amount of $350.0 million as of September 30, 2017.$1.9 billion. The revolving credit facility consists of (a) a revolving A credit facility in the amount of $800 million,$1.275 billion, with sublimits for letters of credit and swing line loans and (b) a revolving B facility in the amount of $450$500 million with borrowings in U.S. dollars, euros, British pounds, Japanese yen or other currency as agreed in advance, and a sublimit for swing line loans 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, we entered into the second amendment to the Credit Agreement, which established a new term B loan. On August 2, 2017, we 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, we pay 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.
loans. The Credit Agreement also containsincludes an accordion feature for borrowing an additional $750 million in term loan A, term loan B, revolving A or revolver Arevolving B facility debt and term B.an unlimited amount when the leverage ratio on a pro-forma basis is less than 3.75 to 1.00. Proceeds from the Credit Facilitycredit facilities may be used for working capital purposes, acquisitions, and other general corporate purposes.
The maturity date for the term loan A and revolving credit facilities A and B is June 24, 2027. The term loans are payable in quarterly installments and are dueloan B has a maturity date of April 30, 2028.
At March 31, 2024, the interest rate on the last business day of each March, June, September, and December withterm loan A was 6.80%, the final principal payment dueinterest rate on the respective maturity date. Borrowingsterm loan B was 7.18%, the interest rate on the revolving line ofA and B facilities (USD borrowings) was 6.80%, and the interest rate on the revolving B facility (GBP borrowings) was 6.60%. The unused credit are repayablefacility fee was 0.25% at our option of one, two, three or nine months after borrowing, dependingMarch 31, 2024.
At March 31, 2024, we had $3.2 billion in borrowings outstanding on the term loan A, net of the borrowingdiscounts and debt issuance costs, and $1.8 billion in borrowings outstanding on the facility. Borrowingsterm loan B, net of discounts and debt issuance costs. We have unamortized debt issuance costs of $4.5 million related to the revolving facilities as of March 31, 2024 recorded within other assets in the Unaudited Consolidated Balance Sheets. We have unamortized debt discounts and debt issuance costs of $19.7 million related to our term loans at March 31, 2024 recorded in notes payable and other obligations, net of current potion within the Unaudited Consolidated Balance Sheets.
During the three months ended March 31, 2024, we made principal payments of $25.5 million on the foreign swing lineterm loans and net repayments of credit are due no later than ten business days after such loan is made.
The Credit Facility contains representations, warranties and events of default, as well as certain affirmative and negative covenants, customary for financings of this nature. These covenants include limitations$371.4 million on the ability to pay dividends and make other restricted payments under certain circumstances and compliance with certain financial ratios. revolving facilities.
As of September 30, 2017,March 31, 2024, we were in compliance with each of the covenants under the Credit Facility.Agreement.
At September 30, 2017, we had $2,690 million in borrowings outstanding on the term A loan, excluding the related debt discount, $350 million in borrowings outstanding on Term B loan, excluding the related debt discount, $595 million in borrowings outstanding on the domestic revolving A facility, $38 million in borrowings outstanding on the foreign revolving A facility and $40.2 million in borrowings outstanding on the swing line revolving A facility. We have unamortized debt discounts of $6.4 million related to the term A facility and $0.7 million related to the term B facility at September 30, 2017.
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During the nine months ended September 30, 2017, we made principal payments of $388.7 million on the term loans, $715.0 million on the domestic revolving A facility, $89.8 million on the foreign revolving A facility and $52.7 million on the swing line revolving A facility.

Securitization Facility
We are a party to a $1.7 billion receivables purchase agreement among FleetCorFLEETCOR Funding LLC, as seller, PNC Bank, National Association as administrator, and various purchaser agents, conduit purchasers and related committed purchasers parties thereto which was amended and restated for(the "Securitization Facility"). The Securitization Facility matures on August 18, 2025. At March 31, 2024, the fifth time as of November 14, 2014. We refer to this arrangement as the Securitization Facility. There have been several amendments to the Securitization Facility. The current purchase limit underinterest rate on the Securitization Facility is $950 million and the Securitization Facility expires on November 14, 2017. The Securitization Facility contains certain customary financial covenants. There is a program fee equal to one month LIBOR or 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% as of September 30, 2017 and December 31, 2016, respectively.was 6.36%.
The Securitization Facility provides for certain termination events, which includes nonpayment, upon the occurrence of which the administrator may declare the facility termination date to have occurred, may exercise certain enforcement rights with respect to the receivables, and may appoint a successor servicer, among other things.
We were in compliance with theall financial and non-financial covenant requirements related to our Securitization Facility as of September 30, 2017.March 31, 2024.
Cross-Border Facilities
We carefully monitor and manage initial and variation margin requirements for our cross-border solutions, which can result in transitory periods of elevated liquidity needs in cases where the currency market experiences disruption. In order to help mitigate that liquidity risk, we have recently entered into facilities intended to provide additional means to manage working capital needs for our cross-border solutions.
During 2023, we entered into two unsecured overdraft facilities with a combined capacity of $105.0 million, which may be accessible via written request and corresponding authorization from the applicable lenders. There is no guarantee the uncommitted capacity will be available to us on a future date. Interest on drawn balances accrues under the agreements at either (a) at a fixed rate equal to the lender's reference rate or the Federal Funds Effective Rate (as defined in the respective agreements) plus 1% or (b) SOFR plus 1.25%. As of March 31, 2024, we had no borrowings outstanding under the uncommitted credit facilities.
During 2023, we also entered into a 364-day committed revolving credit facility with a total commitment of $40.0 million. This committed facility matures on October 10, 2024. Borrowings under the new facility will bear interest at the borrower’s option at a rate equal to (a) Term SOFR (as defined in the agreement) plus 1.25% or (b) the Base Rate (determined by reference to the greatest of (i) the Federal Funds Effective Rate, at that time, plus 0.50%, (ii) the Prime Rate, at that time, and (iii) Term SOFR (as defined in the agreement) at such time plus 1.00%). As of March 31, 2024, we had no borrowings outstanding under the committed credit facility.
Cash Flow Hedges
On January 22, 2019, we entered into three LIBOR-based swap contracts. One contract (which matured in January 2022) had a notional value of $1.0 billion, while the two remaining contracts (which matured in January and December 2023, respectively) 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 variable rate debt, the sole source of which is due to changes in the LIBOR benchmark interest rate. These swap contracts qualify as hedging instruments and have been designated as cash flow hedges. On May 4, 2023, we amended the remaining LIBOR-based swap. The amendment replaced LIBOR on the swap with one-month term SOFR resulting in a pay-fixed monthly rate of 2.50%, without further changes to the terms of the swap.
During January 2023, we entered into five receive-variable 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.
In August 2023, we 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, we entered into five additional receive-variable SOFR, pay-fixed interest rate swap derivative contracts with a cumulative notional U.S. dollar value of $500 million as shown disaggregated in the table below.
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As of March 31, 2024, we 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 AmountFixed RatesMaturity Date
$2504.01%7/31/2025
$2504.02%7/31/2025
$5003.80%1/31/2026
$2503.71%7/31/2026
$2503.72%7/31/2026
$1004.35%7/31/2026
$2504.40%7/31/2026
$2504.40%7/31/2026
$4004.33%7/31/2026
$2504.29%1/31/2027
$2504.29%1/31/2027
$2504.19%7/31/2027
$2504.19%7/31/2027
$1503.87%1/31/2027
$503.83%1/31/2027
$503.85%1/31/2027
$1254.00%1/31/2028
$1253.99%1/31/2028
The purpose of these contracts is to reduce the variability of cash flows in interest payments associated with $4.0 billion of unspecified variable rate debt, the sole source of which is due to changes in the SOFR benchmark interest rate. For each of these swap contracts, we pay a fixed monthly rate and receive one month SOFR.
Our cash flow hedges resulted in a $12.7 million reduction in interest expense, net during the three months ended March 31, 2024.
Net Investment Hedge
In February 2023, we entered into a cross-currency interest rate swap that we designated as a net investment hedge of our investments in euro-denominated operations. This contract effectively converts $500 million of U.S. dollar equivalent to an obligation denominated in euro, and partially offsets the impact of changes in currency rates on our euro-denominated net investments. This contract also 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. We 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.
On February 2, 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. We anticipate perfect effectiveness of the designated hedging relationship and record changes in the fair value of the cross-currency interest rate swap associated with changes in the spot rate through accumulated other comprehensive loss. Excluded components associated with the forward differential are recognized directly in earnings as interest expense, net. We recognized a benefit of $2.0 million in interest expense, net for the three months ended March 31, 2024 related to these excluded components.
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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.
Stock Repurchase Program

On February 4, 2016, we announced that our Board of Directors approved a stock repurchase program (the(as updated from time to time, the "Program") under which we may purchase upauthorizing us to an aggregate of $500 million ofrepurchase our common stock overfrom time to time until February 4, 2025. On January 25, 2024, the following 18 month period. On July 27, 2017, our Board of Directors authorized an increase into the aggregate size of the Program by an additional $250 million and an extension$1.0 billion to $8.1 billion. Since the beginning of the Program bythrough March 31, 2024, 29,975,624 shares have been repurchased for an additional 18 months. On November 1, 2017, we announced that our Boardaggregate purchase price of Directors had authorized an increase in the size$6.9 billion, leaving us up to $1.2 billion of the Program by an additional $350 million, resulting in total aggregate repurchases authorizedremaining authorization available under the Program of $1.1 billion. With the increase and giving effect to our $590 million of previousfor future repurchases we may repurchase up to $510 million in shares of our common stock atstock. Subsequent to March 31, 2024 and through the date of this filing, we repurchased an additional 1.4 million shares for an aggregate purchase price of $412.4 million.
Under the Program, any time prior to February 1, 2019.
Any stock repurchases may be made at times and in such amounts as deemed appropriate.appropriate by management. 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 Companywe 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, we 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, we 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 completed on September 7, 2017, at which time we received 263,012 additional shares based on a final weighted average per share purchase price during the repurchase period of $142.48.
We 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 our 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, 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 shares for an aggregate purchase price of $590 million have been repurchased. There were 2,854,959 shares totaling $402.4 million repurchased under the Program during the nine months ended September 30, 2017.
Sale of NexTraq
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 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 included in the Company's North America segment.
Critical accounting policies and estimates
In applying the accounting policies that we use to prepare our consolidated financial statements, we necessarily make accounting estimates that affect our reported amounts of assets, liabilities, revenuerevenues and expenses. Some of these estimates require us to make assumptions about matters that are highly uncertain at the time we make the accounting estimates. We base these assumptions and the resulting estimates on historical information and other factors that we believe to be reasonable under the circumstances, and we evaluate these assumptions and estimates on an ongoing basis. In many instances, however, we reasonably could have used different accounting estimates and, in other instances, changes in our accounting estimates could occur from period to period, with the result in each case being a material change in the financial statement presentation of our financial condition or results of operations. We refer to estimates of this type as critical accounting estimates.
Accounting estimates necessarily require subjective determinations about future events and conditions. During the ninethree months ended September 30, 2017, other than noted in footnote 1, "Summary of Significant Accounting Policies",March 31, 2024, we have not adopted any new critical accounting policies that had a significant impact upon our consolidated financial statements, have not changed any critical accounting policies and have not changed the application of any critical accounting policies from the year ended December 31, 2016.2023. For critical accounting policies, refer to the Critical Accounting Estimates in Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 20162023 and our summary of significant accounting policies in Note 1 of our notesNotes to the unaudited consolidated financial statementsUnaudited Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
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Management’s Use of Non-GAAP Financial Measures
We have included in the discussion above certain financial measures that were not prepared in accordance with GAAP. Any analysis of non-GAAP financial measures should be used only in conjunction with results presented in accordance with GAAP.

Below, we define the non-GAAP financial measures, provide a reconciliation of theeach non-GAAP financial measure to the most directly comparable financial measure calculated in accordance with GAAP, and discuss the reasons that we believe this information is useful to management and may be useful to investors.
Adjusted revenues
We have defined Because our non-GAAP financial measures are not standardized measures, they may not be directly comparable with the non-GAAP financial measures of other companies using the same or similar non-GAAP financial measures. Although management uses these non-GAAP measures to set goals and measure performance, they have no standardized meaning prescribed by GAAP. These non-GAAP measures are presented solely to permit investors to more fully understand how our management assesses underlying performance. These non-GAAP measures are not, and should not be viewed as, a substitute for GAAP measures, and should be viewed in conjunction with our GAAP financial statements and financial measures. As a result, such non-GAAP measures have limits in their usefulness to investors.
Organic Revenues, net by KPI. Organic revenue growth is calculated as revenue in the current period adjusted revenuesfor the impact of changes in the macroeconomic environment (to include fuel price, fuel price spreads and changes in foreign exchange rates) over revenue in the comparable prior period adjusted to include or remove the impact of acquisitions and/or divestitures and non-recurring items that have occurred subsequent to that period.We define the pro forma and macro adjusted revenue as revenues,revenue, net less merchant commissions as reflected in our statement of income, statement.
adjusted to eliminate the impact of the macroeconomic environment and the impact of acquisitions and dispositions. The macroeconomic environment impact includes the impact that market fuel price spreads, fuel prices and foreign exchange rates have on our business. We use pro forma and macro adjusted revenues as a basisrevenue and transactions to evaluate our revenues, net of the commissions that are paid to merchants to participateorganic growth in our card programs. The commissions paid to merchants can vary when market spreads fluctuate in muchrevenue and the same way as revenues are impacted when market spreads fluctuate.associated transactions. We believe that adjustedorganic revenue growth is an appropriate supplemental measure of financial performance and may be useful to investors tofor understanding our revenuethe performance on a consistent basis. Adjusted revenues are not intended to be a substitute for GAAP financial measures and should not be used as such.of Corpay.

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Set forth below is a reconciliation of pro forma and macro adjusted revenuesrevenue and key performance metric by segment, used to calculate organic revenue growth, to the most directly comparable GAAP measure, revenues,revenue, net and key performance metric (in thousands)millions):*
Revenues, netKey Performance Metric
Three Months Ended March 31,Three Months Ended March 31,
(Unaudited)2024202320242023
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 rates12.0 — — — 
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 rates1.1 — — — 
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 rates0.1 — — — 
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 rates0.2 — — — 
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.
  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
Merchant commissions (27,687) (28,214) (82,690) (78,755)
Total adjusted revenues $550,190

$456,212

$1,556,857

$1,237,838

Adjusted net income attributable to Corpay and adjusted net income per diluted share
attributable to Corpay. We have defined the non-GAAP measure adjusted net income attributable to Corpay as net income attributable to Corpay as reflected in our statement of income, adjusted to eliminate (a) non-cash stock based compensation expense related to share based compensation awards, (b) amortization of deferred financing costs, discounts, and intangible assets, (c)and amortization of the premium recognized on the purchase of receivables, (c) integration and deal related costs, and (d) our proportionate shareother non-recurring items, including the impact of amortization of intangible assets at our Masternaut investment, (e) a non-recurring net gain at our Masternaut investment (f) impairment of our Masternaut investment, (g) net gain on dispositioncertain discrete tax items, the impact of business (h)dispositions, impairment charges, asset write-offs, restructuring and related costs, loss on extinguishment of debt, and (i) a non-recurring loss duelegal settlements and regulatory-related legal fees. We adjust net income for the tax effect of adjustments using our effective income tax rate, exclusive of certain discrete tax items. We calculate adjusted net income and adjusted net income per diluted share to mergereliminate the effect of entities.items that we do not consider indicative of our core operating performance.
We have defined the non-GAAP measure adjusted net income per diluted share attributable to Corpay as the calculation previously noted divided by the weighted average diluted shares outstanding as reflected in our statement of income.
We useAdjusted net income attributable to Corpay and adjusted net income per diluted share attributable to eliminate the effectCorpay are supplemental measures of itemsoperating performance that we do not consider indicative of our core operating performance.represent and should not be considered as an alternative to net income, net income per diluted share or cash flow from operations, as determined by GAAP. We believe it is useful to exclude non-cash stock
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share based compensation expense from adjusted net income because non-cash equity grants made at a certain price and point in time do not necessarily reflect how our business is performing at any particular time and stockshare based compensation expense is not a key measure of our core operating performance. We also believe that amortization expense can vary substantially from company to company and from period to period depending upon their financing and accounting methods, the fair value and average expected life of their acquired intangible assets, their capital structures and the method by which their assets were acquired. Therefore,acquired; therefore, we have excluded amortization expense from our adjusted net income. Integration and deal related costs represent business acquisition transaction costs, professional services fees, short-term retention bonuses and system migration costs, etc., that are not indicative of the performance of the underlying business. We also believe one-time non-recurringthat certain expenses, certain discrete tax items, gains losses, andon business disposition, impairment charges, asset write-offs, restructuring and related costs, losses on extinguishment of debt, and legal settlements and regulatory-related legal fees do not necessarily reflect how our investment and business is performing.We believe thatperforming. We adjust net income for the tax effect of each of these adjustments using our effective income tax rate during the period, exclusive of certain discrete tax items.
Management uses adjusted net income andattributable to Corpay, adjusted net income per diluted share are appropriate supplemental measuresattributable to Corpay, organic revenue growth and EBITDA:
as measurements of financialoperating performance and may be useful to investors to understandingbecause they assist us in comparing our operating performance on a consistent basis. Adjusted net incomebasis;
for planning purposes, including the preparation of our internal annual operating budget;
to allocate resources to enhance the financial performance of our business; and adjusted net income per diluted share are not intended
to be a substitute for GAAP financial measuresevaluate the performance and should not be used as such.effectiveness of our operational strategies.

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)20242023
Net income attributable to Corpay$229,769 $214,835 
Net income per diluted share attributable to Corpay$3.12 $2.88 
Stock-based compensation24,979 26,096 
Amortization1
57,858 60,039 
Integration and deal related costs4,235 5,885 
Restructuring and related costs2
4,382 619 
Other2,3
3,612 1,023 
Total pre-tax adjustments95,066 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 shares73,545 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)*:*

41


  Revenue Transactions
  Three Months Ended September 30,Three Months Ended September 30,
(Unaudited) 2017 2016 2017 
20164
FUEL CARDS        
Pro forma and macro adjusted2,3
 $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 adjusted2,3
 $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 adjusted2,3
 $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 adjusted2,3
 $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 adjusted2,3
 $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 adjusted2,3
 $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 adjusted2,3
 $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)20242023
Net income from operations$229.8 $214.8 
Provision for income taxes75.5 80.0 
Interest expense, net89.1 79.8 
Other expense, net3.1 0.7 
Investment gain(0.2)(0.2)
Depreciation and amortization84.8 84.2 
Other operating, net0.3 0.7 
EBITDA$482.4 $460.1 
Revenues, net$935.3 $901.3 
EBITDA margin51.6 %51.0 %
* Columns may not calculate due to rounding.

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Special Cautionary Notice Regarding Forward-Looking Statements
This reportQuarterly 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'sCorpay’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; changesincluding 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, 20172023 filed with the Securities and Exchange Commission on March 1, 2017 and August 8, 2017, respectively. These factorsFebruary 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;
43


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.
ThereAs 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.

45


PART II—OTHER INFORMATION

Item 1.Legal Proceedings

In the ordinary course of business, we are subject tothe Company is involved in various pending and potentialor 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.
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 complaintFleetCor 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 allegedlyengage 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 allegedlymaking improper sales of stock. The complaint seeks unspecifiedapproximately $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, benefitsincentive pay and compensation bystock 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 complaintconsolidated 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.
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
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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 arethe 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, 20162023 and in Part II, Item 1A.1A, "Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 filedother 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, thereThere have been no material changes from thein our risk factors previouslyfrom those disclosed inunder the Company’s Annual Reportcaption "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 andfinancial 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 ourthat its Board of Directors approved a stock repurchase program (the(as updated from time to time, the "Program") under which we may begin purchasing upauthorizing the Company to an aggregate of $500 million of the Company'srepurchase its common stock overfrom 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 inincrease 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 4,114,104through 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, 2017March 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 ShareTotal Number of Shares Purchased as Part of the Publicly Announced PlanMaximum Value that May Yet be Purchased Under the Publicly Announced Plan (in thousands)
January 1, 2024 through January 31, 202417,054 $288.95 — 
February 1, 2024 through February 29, 202418,803 $272.53 — 
March 1, 2024 through March 31, 20241,060,905 $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.”
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Item 6. Exhibits

Exhibit
No.
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)
Amended and Restated Certificate of Incorporation of FleetCorFLEETCOR 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 Annualregistrant’s Current Report on Form 10-K, File No. 001-35004, filed with the SEC on March 25, 2011)February 28, 2023)
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)
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 AnnualCurrent Report on Form 8-K, File No. 001-35004, filed with the SEC on March 7, 2024)
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)
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)
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)
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and rule 15d-14(a) of the Securities Exchange Act, as amended
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and rule 15d-14(a) of the Securities Exchange Act, as amended
Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 20012002
Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 20012002
101101*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 NovemberMay 9, 2017.2024.
FleetCor Technologies,Corpay, Inc.
(Registrant)
SignatureTitle
SignatureTitle
/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. DeyTom PantherChief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
Eric R. DeyTom Panther



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