UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 __________________________________________________________

FORM 10-Q

 _________________________________________________________________________________________________

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

For the quarterly period ended March 31, 2021

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, Inc.

(Exact name of registrant as specified in its charter)

 __________________________________________________________

Delaware			72-1074903
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
3280 Peachtree Road	Atlanta	Georgia	30305
(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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	FLT	NYSE

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  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).    Yes  ☒    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 accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	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  ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at April 16, 2021
Common Stock, $0.001 par value	83,349,560

FLEETCOR TECHNOLOGIES, INC. AND SUBSIDIARIES

FORM 10-Q

For the Three Months Ended March 31, 2021

INDEX

 

		Page
PART I—FINANCIAL INFORMATION
Item 1.	FINANCIAL STATEMENTS
	Consolidated Balance Sheets at March 31, 2021 (unaudited) and December 31, 2020	1
	Unaudited Consolidated Statements of Income for the Three Months Ended March 31, 2021 and 2020	2
	Unaudited Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2021 and 2020	3
	Unaudited Consolidated Statements of Stockholder's Equity for the Three Months Ended March 31, 2021 and 2020	4
	Unaudited Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020	5
	Notes to Unaudited Consolidated Financial Statements	6
Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	24
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	40
Item 4.	CONTROLS AND PROCEDURES	40
PART II—OTHER INFORMATION
Item 1.	LEGAL PROCEEDINGS	41
Item 1A.	RISK FACTORS	41
Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	42
Item 3.	DEFAULTS UPON SENIOR SECURITIES	42
Item 4.	MINE SAFETY DISCLOSURES	42
Item 5.	OTHER INFORMATION	42
Item 6.	EXHIBITS	43
SIGNATURES		44

i

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

FLEETCOR Technologies, Inc. and Subsidiaries

Consolidated Balance Sheets

(In Thousands, Except Share and Par Value Amounts)

	March 31, 2021		December 31, 2020
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	958,322	$	934,900
Restricted cash	473,200		541,719
Accounts and other receivables (less allowance for credit losses of $87,902 at March 31, 2021 and $86,886 at December 31, 2020)	1,590,624		1,366,775
Securitized accounts receivable—restricted for securitization investors	915,000		700,000
Prepaid expenses and other current assets	348,227		412,924
Total current assets	4,285,373		3,956,318
Property and equipment, net	200,161		202,509
Goodwill	4,693,469		4,719,181
Other intangibles, net	2,050,919		2,115,882
Investments	11,857		7,480
Other assets	185,695		193,209
Total assets	$	11,427,474	$	11,194,579
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	1,348,983	$	1,054,478
Accrued expenses	278,663		282,681
Customer deposits	1,118,965		1,175,322
Securitization facility	915,000		700,000
Current portion of notes payable and lines of credit	449,165		505,697
Other current liabilities	203,202		250,133
Total current liabilities	4,313,978		3,968,311
Notes payable and other obligations, less current portion	3,081,955		3,126,926
Deferred income taxes	501,302		498,154
Other noncurrent liabilities	233,740		245,777
Total noncurrent liabilities	3,816,997		3,870,857
Commitments and contingencies (Note 12)
Stockholders’ equity:
Common stock, $0.001 par value; 475,000,000 shares authorized; 126,759,124 shares issued and 83,336,476 shares outstanding at March 31, 2021; and 126,448,078 shares issued and 83,666,163 shares outstanding at December 31, 2020	127		126
Additional paid-in capital	2,794,991		2,749,900
Retained earnings	5,601,184		5,416,945
Accumulated other comprehensive loss	(1,481,019)		(1,363,158)
Less treasury stock, 43,422,648 shares at March 31, 2021 and 42,781,915 shares at December 31, 2020	(3,618,784)		(3,448,402)
Total stockholders’ equity	3,296,499		3,355,411
Total liabilities and stockholders’ equity	$	11,427,474	$	11,194,579

See accompanying notes to unaudited consolidated financial statements.

1

FLEETCOR Technologies, Inc. and Subsidiaries

Unaudited Consolidated Statements of Income

(In Thousands, Except Per Share Amounts)

 

	Three Months Ended March 31,
	2021		2020
Revenues, net	$	608,623	$	661,093
Expenses:
Processing	116,428		233,703
Selling	52,082		55,859
General and administrative	108,362		106,110
Depreciation and amortization	65,729		64,476
Other operating, net	57		(38)
Operating income	265,965		200,983
Investment (gain) loss	(9)		2,371
Other expense (income), net	1,743		(9,366)
Interest expense, net	28,551		35,679
Total other expense	30,285		28,684
Income before income taxes	235,680		172,299
Provision for income taxes	51,441		25,239
Net income	$	184,239	$	147,060
Basic earnings per share	$	2.21	$	1.73
Diluted earnings per share	$	2.15	$	1.67
Weighted average shares outstanding:
Basic shares	83,475		84,902
Diluted shares	85,764		88,205

See accompanying notes to unaudited consolidated financial statements.

2

FLEETCOR Technologies, Inc. and Subsidiaries

Unaudited Consolidated Statements of Comprehensive Income (Loss)

(In Thousands)

 

	Three Months Ended March 31,
	2021		2020
Net income	$	184,239	$	147,060
Other comprehensive loss:
Foreign currency translation losses, net of tax	(129,157)		(575,118)
Net change in derivative contracts, net of tax	11,296		(44,541)
Total other comprehensive loss	(117,861)		(619,659)
Total comprehensive income (loss)	$	66,378	$	(472,599)

See accompanying notes to unaudited consolidated financial statements.

3

FLEETCOR Technologies, Inc. and Subsidiaries

Unaudited Consolidated Statements of Stockholders’ Equity

(In Thousands)

 

	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total
Balance at December 31, 2020	$	126	$	2,749,900	$	5,416,945	$	(1,363,158)	$	(3,448,402)	$	3,355,411
Net income	—		—		184,239		—		—		184,239
Other comprehensive loss, net of tax	—		—		—		(117,861)		—		(117,861)
Acquisition of common stock	—		—		—		—		(170,382)		(170,382)
Share-based compensation	—		17,747		—		—		—		17,747
Issuance of common stock	1		27,344		—		—		—		27,345
Balance at March 31, 2021	127		$	2,794,991	$	5,601,184	$	(1,481,019)	$	(3,618,784)	$	3,296,499

	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total
Balance at December 31, 2019	$	124	$	2,494,721	$	4,712,729	$	(972,465)	$	(2,523,493)	$	3,711,616
Net income	—		—		147,060		—		—		147,060
Other comprehensive loss, net of tax	—		—		—		(619,659)		—		(619,659)
Acquisition of common stock	—		75,000		—		—		(605,237)		(530,237)
Share-based compensation	—		14,175		—		—		—		14,175
Issuance of common stock	1		73,273		—		—		—		73,274
Balance at March 31, 2020	125		$	2,657,169	$	4,859,789	$	(1,592,124)	$	(3,128,730)	$	2,796,229

See accompanying notes to unaudited consolidated financial statements.

4

FLEETCOR Technologies, Inc. and Subsidiaries

Unaudited Consolidated Statements of Cash Flows

(In Thousands)

	Three Months Ended March 31,
	2021		2020
Operating activities
Net income	$	184,239	$	147,060
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	17,624		15,788
Stock-based compensation	17,747		14,175
Provision for losses on accounts and other receivables	2,477		117,746
Amortization of deferred financing costs and discounts	1,471		1,354
Amortization of intangible assets and premium on receivables	48,105		48,688
Deferred income taxes	7,992		(7,322)
Investment (gain) loss	(9)		2,371
Other	57		(38)
Changes in operating assets and liabilities (net of acquisitions/dispositions):
Accounts and other receivables	(468,593)		156,052
Prepaid expenses and other current assets	59,269		(45,149)
Other assets	4,609		(3,046)
Accounts payable, accrued expenses and customer deposits	202,862		(27,646)
Net cash provided by operating activities	77,850		420,033
Investing activities
Acquisitions, net of cash acquired	(43,727)		(467)
Purchases of property and equipment	(19,526)		(18,257)
Proceeds from disposal of a business	9		—
Net cash used in investing activities	(63,244)		(18,724)
Financing activities
Proceeds from issuance of common stock	27,345		73,274
Repurchase of common stock	(162,041)		(530,237)
Borrowings (payments) on securitization facility, net	215,000		(151,973)
Principal payments on notes payable	(41,188)		(51,722)
Borrowings from revolver	330,000		573,500
Payments on revolver	(353,851)		(204,460)
Payments on swing line of credit, net	(33,311)		(22,741)
Other	1,467		(92)
Net cash used in financing activities	(16,579)		(314,451)
Effect of foreign currency exchange rates on cash	(43,124)		(209,859)
Net decrease in cash and cash equivalents and restricted cash	(45,097)		(123,001)
Cash and cash equivalents and restricted cash, beginning of period	1,476,619		1,675,237
Cash and cash equivalents and restricted cash, end of period	$	1,431,522	$	1,552,236
Supplemental cash flow information
Cash paid for interest	$	27,732	$	40,394
Cash paid for income taxes	$	32,041	$	32,939

See accompanying notes to unaudited consolidated financial statements.

5

FLEETCOR Technologies, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

March 31, 2021

1. Summary of Significant Accounting Policies

Basis of Presentation

Throughout this Current Report on Form 10-Q, the terms “our,” “we,” “us,” and the “Company” refers to FLEETCOR Technologies, Inc. and its subsidiaries. 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 notes required by accounting principles generally accepted in the United States (“GAAP”). The unaudited interim consolidated financial statements reflect all adjustments considered necessary for fair presentation. These adjustments consist of normal recurring accruals and estimates that impact the carrying value of assets and liabilities. Actual results may differ from these estimates.

The unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

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 as of March 31, 2021 and through the date of this Report. The accounting estimates used in the preparation of the Company’s consolidated financial statements may change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. Actual results may differ from these estimates due to the uncertainty around the magnitude and duration of the COVID-19 pandemic, as well as other factors.

Foreign Currency Translation        

Assets and liabilities of foreign subsidiaries are translated into U.S. dollars at the rates of exchange in effect at period-end. The related translation adjustments are recorded to accumulated other comprehensive income. Income and expenses are translated at the average monthly rates of exchange in effect during the year. Gains and losses from foreign currency transactions of these subsidiaries are included in net income. The Company recognized foreign exchange (losses) gains, which are recorded within other (income) expense, net in the Unaudited Consolidated Statements of Income for the three months ended March 31 as follows (in millions):

	Three Months Ended March 31,
	2021	2020
Foreign exchange (losses) gains	(1.2)	2.0

The Company recorded foreign currency losses on long-term intra-entity transactions included as a component of foreign currency translation losses, net of tax, in the Unaudited Consolidated Statements of Comprehensive Income for the three months ended March 31 as follows (in millions):

	Three Months Ended March 31,
	2021		2020
Foreign currency losses on long-term intra-entity transactions	$	(66.3)	$	(164.1)

Derivatives

The Company uses derivatives to minimize its exposures related to changes in interest rates and to facilitate cross-currency corporate payments by writing derivatives to customers.

The Company is exposed to the risk of changing interest rates because its borrowings are subject to variable interest rates. In order to mitigate this risk, the Company utilizes derivative instruments. Interest rate swap contracts designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments

6

over the life of the agreements without exchange of the underlying notional amount. The Company hedges a portion of its variable rate debt utilizing derivatives designated as cash flow hedges.

Changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recorded to the derivative assets/liabilities and offset against accumulated other comprehensive income (loss), net of tax. Derivative fair value changes that are recorded in accumulated other comprehensive income (loss) are reclassified to earnings in the same period or periods that the hedged item affects earnings, to the extent the derivative is effective in offsetting the change in cash flows attributable to the hedged risk. The portions of the change in fair value that are either considered ineffective or are excluded from the measure of effectiveness are recognized immediately within earnings.

In the Company's cross-border payments business, the majority of revenue is from exchanges of currency at spot rates, which enables customers to make cross-currency payments. In addition, the Company 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. The Company aggregates its foreign exchange exposures arising from customer contracts, including forwards, options and spot exchanges of currency, as necessary, and economically hedges the net currency risks by entering into offsetting derivatives with established financial institution counterparties. The changes in fair value of these derivatives are recorded in revenues, net in the Unaudited Consolidated Statements of Income.

The Company recognizes current cross-border payments derivatives in prepaid expense and other current assets and other current liabilities and derivatives greater than one year in other assets and other noncurrent liabilities in the accompanying Consolidated Balance Sheets at their fair value. All cash flows associated with derivatives are included in cash flows from operating activities in the Unaudited Consolidated Statements of Cash Flows. Refer to Note 13.

Cash, Cash Equivalents, and Restricted Cash

Cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less. Restricted cash represents customer deposits repayable on demand, as well as collateral received from customers for cross-currency transactions in our cross-border payments business, which are restricted from use other than to repay customer deposits, as well as secure and settle cross-currency transactions.

Financial Instruments-Credit Losses

The Company accounts for financial assets' expected credit losses in accordance with ASC 326. The Company’s financial assets subject to credit losses are primarily trade receivables. The Company utilizes a combination of aging and loss-rate methods to develop an estimate of current expected credit losses, depending on the nature and risk profile of the underlying asset pool, based on product, size of customer and historical losses. Expected credit losses are estimated based upon an assessment of risk characteristics, historical payment experience, and the age of outstanding receivables, adjusted for forward-looking economic conditions. The allowances for remaining financial assets measured at amortized cost basis are evaluated based on underlying financial condition, credit history, and current and forecast economic conditions. The estimation process for expected credit losses includes consideration of qualitative and quantitative risk factors associated with the age of asset balances, expected timing of payment, contract terms and conditions, changes in specific customer risk profiles or mix of customers, geographic risk, economic trends and relevant environmental factors.

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 categories, including Corporate Payments, Fuel, Lodging, Tolls, as well as Gift (stored value cards and e-cards). 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 solutions. The Company also provides other payment solutions for fleet maintenance, employee benefits and long haul transportation-related services. Revenues from contracts with customers, within the scope of ASC 606, represent approximately 75% of total consolidated revenues, net, for the three months ended March 31, 2021. The Company accounts for revenues comprised of late fees and finance charges, in jurisdictions where permitted under local regulations, primarily in the U.S. and Canada 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. The Company also writes foreign currency forward and option contracts for its customers to facilitate future payments in foreign currencies, and recognizes revenue in accordance with authoritative fair value and derivatives accounting (ASC 815, "Derivatives").

7

Disaggregation of Revenues

The Company provides its services to customers across different payment solutions and geographies. Revenue by solution (in millions) for the three months ended March 31 was as follows:

Revenues, net by Solution Category*	Three Months Ended March 31,
	2021		%		2020		%
Fuel	$	262	43	%	$	292	44	%
Corporate Payments	116		19	%	120		18	%
Tolls	69		11	%	83		13	%
Lodging	59		10	%	57		9	%
Gift	43		7	%	42		6	%
Other	59		10	%	67		10	%
Consolidated revenues, net	$	609	100	%	$	661	100	%

*Columns may not calculate due to rounding.

Revenue by geography (in millions) for the three months ended March 31 was as follows:

Revenues, net by Geography*	Three Months Ended March 31,
	2021		%		2020		%
United States	$	370	61	%	$	398	60	%
Brazil	82		13	%	99		15	%
United Kingdom	76		12	%	74		11	%
Other	81		13	%	91		14	%
Consolidated revenues, net	609		100	%	661		100	%

*Columns may not calculate due to rounding.

Contract Liabilities

Deferred revenue contract liabilities for customers subject to ASC 606 were $66.7 million and $73.0 million as of March 31, 2021 and December 31, 2020, respectively. We expect to recognize approximately $41.7 million of these amounts in revenues within 12 months and the remaining $25.0 million over the next five years as of March 31, 2021. Revenue recognized in the three months ended March 31, 2021 that was included in the deferred revenue contract liability as of December 31, 2020 was approximately $18.1 million.

Spot Trade Offsetting

The Company uses spot trades to facilitate cross-currency corporate payments in its cross-border payments business. In accordance with ASC Subtopic 210-20, "Offsetting," the Company applies offsetting to spot trade assets and liabilities associated with contracts that include master netting agreements, 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 spot trade assets, net in accounts receivable and all spot trade liabilities, net in accounts payable, each net at the customer level, in its Consolidated Balance Sheets at their fair value. The following table presents the Company’s spot trade assets and liabilities at their fair value at March 31, 2021 and December 31, 2020 (in millions):

	March 31, 2021						December 31, 2020
	Gross		Offset on the Balance Sheet		Net		Gross		Offset on the Balance Sheet		Net
Assets
Accounts Receivable	$	975.7	$	(879.4)	$	96.3	$	521.5	$	(478.2)	$	43.3
Liabilities
Accounts Payable	$	919.1	$	(879.4)	$	39.7	$	527.5	$	(478.2)	$	49.3

8

Adoption of New Accounting Standards

Income Taxes

On December 18, 2019, the Financial Accounting Standards Board (FASB) issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which removes certain exceptions to the general principles of ASC 740 and simplifies other areas. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years, with early adoption permitted. The Company adopted this guidance on January 1, 2021, which did not have a material impact on the Company's results of operations, financial condition, or cash flows.

Pending Adoption of Recently Issued Accounting Standard

Reference Rate Reform

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) ("ASU 2020-04"), which provides optional expedients and exceptions to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this update apply only to contracts, hedging relationships, and other transactions that reference London Inter-bank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022 for which an entity has elected certain optional expedients and are retained through the end of the hedging relationship. The amendments in this update also include a general principle that permits an entity to consider contract modifications due to reference rate reform to be an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. If elected, the optional expedients for contract modifications must be applied consistently for all eligible contracts or eligible transactions within the relevant ASC Topic or Industry Subtopic that contains the guidance that otherwise would be required to be applied. The amendments in this update were effective upon issuance and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company is evaluating the effect of ASU 2020-04 on interest rate swap contracts. Cross currency derivatives are not impacted by this ASU.

2. Accounts and Other Receivables

The Company's accounts and securitized accounts receivable include the following at March 31, 2021 and December 31, 2020 (in thousands):

	March 31, 2021		December 31, 2020
Gross domestic accounts receivable	$	844,760	$	719,675
Gross domestic securitized accounts receivable	915,000		700,000
Gross foreign receivables	833,766		733,986
Total gross receivables	2,593,526		2,153,661
Less allowance for credit losses	(87,902)		(86,886)
Net accounts and securitized accounts receivable	$	2,505,624	$	2,066,775

The Company maintains a $1 billion revolving trade accounts receivable securitization facility (the "Securitization Facility"). Accounts receivable collateralized within our Securitization Facility primarily relate to trade receivables resulting from charge card activity in the U.S. Pursuant to the terms of the Securitization Facility, the Company transfers certain of its domestic receivables, on a revolving basis, to FLEETCOR Funding LLC (Funding), a wholly-owned bankruptcy remote subsidiary. In turn, Funding transfers, without recourse, on a revolving basis, an undivided ownership interest in this pool of accounts receivable to multi-seller banks and asset-backed commercial paper conduits (Conduit). Funding maintains a subordinated interest, in the form of over-collateralization, in a portion of the receivables sold. Purchases by the Conduit are financed with the sale of highly-rated commercial paper.

The Company utilizes proceeds from the transferred 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 transferred asset 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.

9

The Company’s Consolidated Balance Sheets and Statements of Income reflect the activity related to securitized accounts receivable and the corresponding securitized debt, including interest income, fees generated from late payments, provision for losses on accounts receivable and interest expense. The cash flows from borrowings and repayments associated with the securitized debt are presented as cash flows from financing activities. On March 29, 2021 the Company entered into the eighth amendment to the Securitization Facility. The amendment included a new three year maturity date, reduced the LIBOR floor to 0 bps, improved margins, and increased the swing line from $100 million to $250 million. The maturity date for the Company's Securitization Facility is March 29, 2024.

The Company recorded a $90.1 million provision for credit losses and write-off related to a customer receivable in our foreign currency trading business during the three months ended March 31, 2020. The Company's estimated expected credit losses as of March 31, 2021 included estimated adjustments for economic conditions related to COVID-19. A rollforward of the Company’s allowance for credit losses related to accounts receivable for the three months ended March 31 is as follows (in thousands):

	2021		2020
Allowance for credit losses beginning of period	$	86,886	$	70,890
Provision for credit losses	2,477		117,746
Write-offs	(5,963)		(108,444)
Recoveries1	8,264		2,222
Impact of foreign currency1	(3,762)		(7,586)
Allowance for credit losses end of period	$	87,902	$	74,828

1Comparable disclosure provided to conform with 2021 presentation. Activity previously included within write-offs.

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. 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.

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

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

•Level 2: Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

•Level 3: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.

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The following table presents the Company’s financial assets and liabilities which are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020, (in thousands):

	Fair Value		Level 1		Level 2		Level 3
March 31, 2021
Assets:
Repurchase agreements	$	365,808	$	—	$	365,808	$	—
Money market	43,991		—		43,991		—
Certificates of deposit	182		—		182		—
Foreign exchange contracts	115,184		—		115,184		—
Total assets	$	525,165	$	—	$	525,165	$	—
Cash collateral for foreign exchange contracts	$	16,368	$	—	$	—	$	—
Liabilities:
Interest rate swaps	$	73,004	$	—	$	73,004	—
Foreign exchange contracts	92,863		—		92,863		—
Total liabilities	$	165,867	$	—	$	165,867	$	—
Cash collateral obligation for foreign exchange contracts	$	—	$	—	$	—	$	—
December 31, 2020
Assets:
Repurchase agreements	$	446,116	$	—	$	446,116	$	—
Money market	48,227		—		48,227		—
Certificates of deposit	188		—		188		—
Foreign exchange contracts	155,846		—		155,846		—
Total assets	$	650,377	$	—	$	650,377	$	—
Cash collateral for foreign exchange contracts	$	18,229	$	—	$	—	$	—
Liabilities:
Interest rate swaps	$	87,873	$	—	$	87,873	$	—
Foreign exchange contracts	140,272		—		140,272		—
Total liabilities	$	228,145	$	—	$	228,145	$	—
Cash collateral obligation for foreign exchange contracts	$	38,569	$	—	$	—	$	—

The Company has highly-liquid investments classified as cash equivalents, with original maturities of 90 days or less, included in our Consolidated Balance Sheets. The Company utilizes Level 2 fair value determinations derived from directly or indirectly observable (market based) information to determine the fair value of these highly liquid investments. The Company has certain cash and cash equivalents that are invested on an overnight basis in repurchase agreements, money markets and certificates of deposit. The value of overnight repurchase agreements is determined based upon the quoted market prices for the treasury securities associated with the repurchase agreements. The value of money market instruments is determined based upon the financial institutions' month-end statement, as these instruments are not tradable and must be settled directly by us with the respective financial institution. Certificates of deposit are valued at cost, plus interest accrued. Given the short-term nature of these instruments, the carrying value approximates fair value. Foreign exchange derivative contracts are carried at fair value, with changes in fair value recognized in the Consolidated Statements of Income. The fair value of the Company's derivatives is derived with reference to a valuation from a derivatives dealer operating in an active market, which approximates the fair value of these instruments. The fair value represents the net settlement if the contracts were terminated as of the reporting date. Cash collateral received for foreign exchange derivatives is recorded within customer deposits in our Unaudited Consolidated Balance Sheet at March 31, 2021. Cash collateral deposited for foreign exchange derivatives is recorded within restricted cash in our Unaudited Consolidated Balance Sheet at March 31, 2021.

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 March 31, 2021 and December 31, 2020.

The Company’s assets that are measured at fair value on a nonrecurring basis or 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

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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.

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 effective at offsetting changes in cash flows of the related underlying exposures. Any ineffective portion of a financial instrument's change in fair value is immediately recognized into earnings. The Company determines the fair values of its derivatives based on quoted market prices or pricing models using current market rates. 

The Company determines the fair values of its derivatives based on quoted market prices or pricing models using current market rates. 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. The Company's derivatives are over-the-counter instruments with liquid markets.

The Company regularly evaluates the carrying value of its investments. The carrying amount of investments without readily determinable fair values is $11.9 million at March 31, 2021.

The fair value of the Company’s accounts receivable, securitized accounts receivable and related facility, prepaid expenses and other current assets, accounts payable, accrued expenses, customer deposits and short-term borrowings approximate their respective carrying values due to the short-term maturities of the instruments. The carrying value of the Company’s debt obligations approximates fair value as the interest rates on the debt are variable market based interest rates that reset on a quarterly basis. These are each Level 2 fair value measurements.

4. Stockholders' Equity

The Company's Board of Directors (the "Board") has approved a stock repurchase program (as updated from time to time, the "Program") authorizing the Company to repurchase its common stock from time to time until February 1, 2023. On October 22, 2020, the Board increased the aggregate size of the Program by $1 billion, to $4.1 billion. Since the beginning of the Program, 15,257,675 shares have been repurchased for an aggregate purchase price of $3.3 billion, leaving the Company up to $836.3 million available under the Program for future repurchases in shares of its common stock.

Any stock repurchases may be made at times and in such amounts as deemed appropriate. The timing and amount of stock repurchases, if any, will depend on a variety of factors including the stock price, market conditions, corporate and regulatory requirements, and any additional constraints related to material inside information 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.

5. Stock-Based Compensation

The Company has a Stock Incentive Plan (the "Plan") which permits the Company’s Board of Directors to grant share based payment awards to employees and directors.

The table below summarizes the expense related to share-based payments recognized in the three months ended March 31 (in thousands):

 

	Three Months Ended March 31,
	2021		2020
Stock options	$	4,590	$	7,020
Restricted stock	13,157		7,155
Stock-based compensation	$	17,747	$	14,175

The tax benefits recorded on stock based compensation were $14.1 million and $17.1 million for the three months ended March 31, 2021 and 2020, respectively.

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The following table summarizes the Company’s total unrecognized compensation cost related to stock-based compensation as of March 31, 2021 (cost in thousands):

	Unrecognized Compensation Cost		Weighted Average Period of Expense Recognition (in Years)
Stock options	$	41,503	2.53
Restricted stock	64,380		2.34
Total	$	105,883

Stock Options

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

The following summarizes the changes in the number of shares of common stock under option for the three months ended March 31, 2021 (shares/options and aggregate intrinsic value in thousands):

	Shares	Weighted Average Exercise Price		Options Exercisable at End of Period	Weighted Average Exercise Price of Exercisable Options		Weighted Average Fair Value of Options Granted  During the Period		Aggregate Intrinsic Value
Outstanding at December 31, 2020	4,964	$	146.69	3,994	$	130.37			$	626,107
Granted	164	264.85					$	73.15
Exercised	(283)	94.72							49,124
Forfeited	—	—
Outstanding at March 31, 2021	4,845	$	153.72	3,801	$	134.85			$	556,757
Expected to vest as of March 31, 2021	1,044	$	222.43

The aggregate intrinsic value of stock options exercisable at March 31, 2021 was $508.5 million. The weighted average remaining contractual term of options exercisable at March 31, 2021 was 4.7 years.

The fair value of stock option awards granted was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions for grants or modifications during the three months ended March 31, 2021 and 2020:

	March 31,
	2021		2020
Risk-free interest rate	0.35	%	0.41	%
Dividend yield	—		—
Expected volatility	34.66	%	30.29	%
Expected life (in years)	4.0		3.8

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, performance or market conditions, or a combination of these. Shares vesting based on the passage of time have vesting provisions of one to four years.

The following table summarizes the changes in the number of shares of restricted stock and restricted stock units for the three months ended March 31, 2021 (shares in thousands):

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	Shares	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2020	174	$	265.29
Granted	200	272.68
Vested	(29)	267.88
Canceled or forfeited	(23)	288.54
Outstanding at March 31, 2021	322	$	268.02

6. Acquisitions

2021 Acquisitions

On January 13, 2021, the Company completed the acquisition of Roger, rebranded CorpayOne, a global accounts payable (AP) cloud software platform for small businesses, for $38.6 million. The Company financed the acquisition using a combination of available cash and borrowings under its existing credit facility. The results from the acquisition are reported in the North America segment. In connection with this acquisition, the Company signed noncompete agreements with certain parties affiliated with the business with an estimated fair value of $770 thousand. These noncompete agreements were accounted for separately from the business acquisition. Acquisition accounting for Roger is preliminary as the Company is still completing the valuation for goodwill, intangible assets, income taxes, working capital, and evaluation of acquired contingencies.

The following table summarizes the preliminary acquisition accounting for Roger (in thousands):

Accounts and other receivables	$	110
Prepaid expenses and other current assets	37
Other assets	28
Goodwill	34,188
Other intangibles	6,900
Current liabilities	(925)
Deferred income taxes	(1,691)
Aggregate purchase price	$	38,647

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
Proprietary Technology	10	$	5,600
Customer Relationships	9	1,300
		$	6,900

2020 Acquisitions

On August 10, 2020, the Company completed the acquisition of a business in the lodging space in the U.S. The results from the acquisition are reported in the North America segment. On November 30, 2020, the Company completed the acquisition of a fuel card provider in New Zealand. The results from the acquisition are reported in the International segment. The aggregate purchase price of these acquisitions was approximately $77.9 million, net of cash acquired. The Company financed these acquisitions using a combination of available cash and borrowings under its existing credit facility. The Company signed noncompete agreements with certain parties affiliated with the lodging business with an estimated fair value of $3.8 million. These noncompete agreements were accounted for separately from the business acquisitions.

The following table summarizes the preliminary acquisition accounting (in thousands):

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Accounts and other receivables	$	5,487
Prepaid expenses and other current assets	930
Property and equipment	3,178
Other assets	1,049
Goodwill	27,059
Other intangibles	42,144
Current liabilities	(1,147)
Deferred income taxes	(782)
Aggregate purchase price	$	77,918

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 Name and Trademarks	5	$	2,161
Licensed Software and Technology	10	4,400
Proprietary Technology	5	8,400
Supplier Network	10	783
Customer Relationships	16	26,400
		$	42,144

The accounting for these acquisitions is preliminary as the Company is still completing the valuation of certain goodwill, intangible assets, income taxes and working capital adjustments.

Other

On September 17, 2020, the Company signed a definitive agreement to acquire Associated Foreign Exchange (AFEX), a U.S. based, cross-border payment solutions provider, for approximately $450 million. The transaction is expected to close late in the second quarter of 2021, subject to regulatory approval and closing conditions.

7. Goodwill and Other Intangibles

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

 

	December 31, 2020		Acquisitions		Acquisition Accounting Adjustments		Foreign Currency		March 31, 2021
Segment
North America	$	3,400,772	$	34,188	$	(581)	$	1,975	$	3,436,354
Brazil	585,861		—		—		(53,900)		531,961
International	732,548		—		(1,294)		(6,100)		725,154
	$	4,719,181	$	34,188	$	(1,875)	$	(58,025)	$	4,693,469

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As of March 31, 2021 and December 31, 2020, other intangibles consisted of the following (in thousands):

		March 31, 2021						December 31, 2020
	Weighted- Avg Useful Lives (Years)	Gross Carrying Amounts		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amounts		Accumulated Amortization		Net Carrying Amount
Customer and vendor relationships	16.8	$	2,564,502	$	(1,034,876)	$	1,529,626	$	2,671,104	$	(1,105,702)	$	1,565,402
Trade names and trademarks—indefinite lived	N/A	445,888		—		445,888		475,376		—		475,376
Trade names and trademarks—other	11.4	6,757		(3,239)		3,518		7,041		(3,431)		3,610
Software	6.0	241,835		(184,480)		57,355		248,686		(194,187)		54,499
Non-compete agreements	4.2	55,307		(40,775)		14,532		65,804		(48,809)		16,995
Total other intangibles		$	3,314,289	$	(1,263,370)	$	2,050,919	$	3,468,011	$	(1,352,129)	$	2,115,882

Changes in foreign exchange rates resulted in a $26.6 million decrease to the net carrying values of other intangibles in the three months ended March 31, 2021. Amortization expense related to intangible assets for the three months ended March 31, 2021 and 2020 was $47.3 million and $47.6 million, respectively.

8. Debt

The Company’s debt instruments consist primarily of term loans, revolving lines of credit and a Securitization Facility as follows (in thousands):

	March 31, 2021		December 31, 2020
Term Loan A note payable (a), net of discounts	$	2,882,334	$	2,922,042
Term Loan B note payable (a), net of discounts	336,562		337,347
Revolving line of credit A Facility(a)	270,000		280,000
Revolving line of credit B Facility(a)	—		13,650
Revolving line of credit B Facility —foreign swing line(a)	17,112		50,028
Other obligations(c)	25,112		29,556
Total notes payable and other obligations	$	3,531,120	$	3,632,623
Securitization Facility(b)	915,000		700,000
Total notes payable, credit agreements and Securitization Facility	$	4,446,120	$	4,332,623
Current portion	$	1,364,165	$	1,205,697
Long-term portion	3,081,955		3,126,926
Total notes payable, credit agreements and Securitization Facility	$	4,446,120	$	4,332,623

 ______________________

(a)The Company has a Credit Agreement that provides for senior secured credit facilities (collectively, the "Credit Facility") consisting of a revolving credit facility in the amount of $1.285 billion, a term loan A facility in the amount of $3.225 billion and a term loan B facility in the amount of $350 million as of March 31, 2021. 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 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 (c) a revolving C facility in the amount of $35 million for borrowings in U.S. dollars, Australian dollars or New Zealand dollars. The Credit Agreement also includes an accordion feature for borrowing an additional $750 million in term loan A, term loan B, revolving A or revolving B facility debt and an unlimited amount when the leverage ratio on a pro-forma basis is less than 3.00 to 1.00. Proceeds from the credit facilities may be used for working capital purposes, acquisitions, and other general corporate purposes. The maturity date for the term loan A and revolving facilities is December 19, 2023. As of March 31, 2021, the maturity date for the term loan B was August 2, 2024. On April 30, 2021, the Company entered into the ninth amendment to the Credit Agreement. The amendment provided for a new seven-year $1.15 billion term

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loan B. The existing term loan B was paid off with proceeds from the new term loan B. The new term loan B has a maturity date of April 30, 2028, and interest rates remain unchanged.

Interest on amounts outstanding under the Credit Agreement (other than the term loan B) accrues based on the British Bankers Association LIBOR Rate (the "Eurocurrency Rate"), plus a margin based on a leverage ratio, or at our option, the Base Rate (defined as the rate equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the prime rate announced by Bank of America, N.A., or (c) the Eurocurrency Rate plus 1.00%) plus a margin based on a leverage ratio. Interest on the term loan B facility accrues based on the Eurocurrency Rate plus 1.75% for Eurocurrency Loans or the Base Rate plus 0.75% for Base Rate Loans. The Eurocurrency rate has a 0% floor. In addition, the Company pays a quarterly commitment fee at a rate per annum ranging from 0.25% to 0.35% of the daily unused portion of the Credit Facility. At March 31, 2021, the interest rate on the term loan A was 1.61%, the interest rate on the term loan B was 1.86%, and the interest rate on the revolving A facility was 1.61%. The unused credit facility fee was 0.30% at March 31, 2021.

(b)The Company is party to a $1.0 billion Securitization Facility. On April 24, 2020, the Company reduced the Securitization Facility commitment from $1.2 billion to $1.0 billion. There is a program fee equal to one month LIBOR plus 1.00% or the Commercial Paper Rate plus 0.90% as of March 31, 2021, and one month LIBOR plus 1.25% or the Commercial Paper Rate plus 1.15% as of December 31, 2020. There is a LIBOR floor of 0% as of March 31, 2021 and a LIBOR floor of 0.38% as of December 31, 2020. The program fee was 0.98% plus 0.13% as of March 31, 2021 and 1.23% plus 0.34% as of December 31, 2020. The unused facility fee is payable at a rate of 0.40% per annum as of March 31, 2021 and December 31, 2020. We have unamortized debt issuance costs of $2.8 million and $1.4 million related to the Securitization Facility as of March 31, 2021 and December 31, 2020, respectively, recorded within other assets in the Unaudited Consolidated Balance Sheet. On March 29, 2021, the Company entered into the eighth amendment to the Securitization Facility. The amendment included a new three year maturity date, reduced the LIBOR floor to 0 bps, improved margins, and increased the swing line from $100 million to $250 million. The maturity date for the Company's Securitization Facility is March 29, 2024.

(c)Other debt includes the long-term portion of deferred payments associated with business acquisitions and deferred revenue.

The Company was in compliance with all financial and non-financial covenants at March 31, 2021. The Company has entered into interest rate swap cash flow contracts with U.S. dollar notional amounts in order to reduce the variability of cash flows in the previously unhedged interest payments associated with $2.0 billion of variable rate debt. Refer to Note 13 for further details.

9. Income Taxes

The Company's tax provision or benefit from income taxes for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter the Company updates the estimate of the annual effective tax rate, and if our estimated tax rate changes, makes a cumulative adjustment. The Company's quarterly tax provision and quarterly estimate of the annual effective tax rate are subject to significant variation due to several factors, including variability in accurately predicting the pre-tax and taxable income and loss and the mix of jurisdictions to which they relate. Additionally, the Company's effective tax rate can be more or less volatile based on the amount of pre-tax income or loss. For example, the impact of discrete items and non-deductible expenses on our effective tax rate is greater when our pre-tax income is lower.

The provision for income taxes differs from amounts computed by applying the U.S. federal tax rate of 21% for 2021 and 2020 to income before income taxes for the three months ended March 31, 2021 and 2020 due to the following (in thousands):

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	2021				2020
Computed “expected” tax expense	$	49,493	21.0	%	$	36,182	21.0	%
Changes resulting from:
Foreign income tax differential	(3,830)		(1.6)	%	(8,112)		(4.7)	%
Foreign withholding tax credit	—		—	%	(7,651)		(4.4)	%
Excess tax benefit related to stock-based compensation	(9,413)		(4.0)	%	(17,098)		(9.9)	%
State taxes net of federal benefits	2,685		1.1	%	774		0.4	%
Increase in tax expense due to uncertain tax positions	2,412		1.0	%	1,770		1.0	%
Sub-part F Income	1,326		0.6	%	2,260		1.3	%
Foreign withholding	3,643		1.5	%	4,585		2.7	%
GILTI, net of foreign tax credits	2,992		1.3	%	2,426		1.4	%
Change in valuation allowance and remeasurement of related deferred tax asset	—		—	%	7,651		4.4	%
Other	2,133		0.9	%	2,452		1.4	%
Provision for income taxes	$	51,441	21.8	%	$	25,239	14.6	%

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 for the three months ended March 31, 2021 and 2020 is as follows (in thousands, except per share data):

 

	Three Months Ended March 31,
	2021		2020
Net income	$	184,239	$	147,060
Denominator for basic earnings per share	83,475		84,902
Dilutive securities	2,289		3,303
Denominator for diluted earnings per share	85,764		88,205
Basic earnings per share	$	2.21	$	1.73
Diluted earnings per share	$	2.15	$	1.67

Diluted earnings per share for both the three months ended March 31, 2021 and 2020 excludes the effect of 0.1 million of common stock that may be issued upon the exercise of employee stock options because such effect would be anti-dilutive. Diluted earnings per share also excludes the effect of 0.2 million and 0.1 million shares of performance based restricted stock for which the performance criteria have not yet been achieved for the three month periods ended March 31, 2021 and 2020, respectively.

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11. Segments

The Company reports information about its operating segments in accordance with the authoritative guidance related to segments. We manage and report our operating results through three operating and reportable segments defined by geographic regions: North America, Brazil and International, which aligns with how the Chief Operating Decision Maker (CODM) allocates resources, assesses performance and reviews financial information.

The Company’s segment results are as follows for the three month periods ended March 31, 2021 and 2020 (in thousands):

 

	Three Months Ended March 31,
	2021		2020
Revenues, net:
North America	$	402,206	$	434,692
Brazil	81,923		98,978
International	124,494		127,423
	$	608,623	$	661,093
Operating income:
North America	$	162,576	$	85,740
Brazil	32,225		39,442
International	71,164		75,801
	$	265,965	$	200,983
Depreciation and amortization:
North America	$	40,533	$	37,976
Brazil	12,287		14,589
International	12,909		11,911
	$	65,729	$	64,476
Capital expenditures:
North America	$	11,530	$	11,264
Brazil	3,350		3,331
International	4,646		3,662
	$	19,526	$	18,257

12. Commitments and Contingencies

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

Derivative Lawsuits

On July 10, 2017, a shareholder derivative complaint was filed against the Company and certain of the Company’s directors and officers in the United States District Court for the Northern District of Georgia (“Federal Derivative Action”) seeking recovery on behalf of the Company. The Federal Derivative Action alleges that the defendants issued a false and misleading proxy statement in violation of the federal securities laws; that defendants breached their fiduciary duties by causing or permitting the Company to make allegedly false and misleading public statements concerning the Company’s fee charges, and financial and business prospects; and that certain defendants breached their fiduciary duties through allegedly improper sales of stock. The complaint seeks unspecified monetary damages on behalf of the Company, corporate governance reforms, disgorgement of profits, benefits and compensation by the defendants, restitution, costs, and attorneys’ and experts’ fees. On September 20, 2018, the court entered an order deferring the Federal Derivative Action pending a ruling on motions for summary judgment in the shareholder class action, notice a settlement has been reached in the shareholder class action, or until otherwise agreed to by the parties. After preliminary approval of the proposed settlement of the shareholder class action was granted, the stay on the Federal Derivative Action was lifted. Plaintiffs amended their complaint on February 22, 2020. FLEETCOR filed a motion to dismiss the amended complaint in the Federal Derivative Action on April 17, 2020, which the

19

court granted without leave to amend on October 21, 2020. Plaintiffs filed a notice of appeal to the United States Court of Appeals for the Eleventh Circuit on November 18, 2020. The appeal is pending.

On January 9, 2019, a similar shareholder derivative complaint was filed in the Superior Court of Gwinnett County, Georgia (“State Derivative Action”), which was stayed pending a ruling on motions for summary judgment in the shareholder class action, notice a settlement has been reached in the shareholder class action, or until otherwise agreed by the parties. On the parties’ joint motion, the court has continued the stay of the State Derivative Action “pending further developments in the first-filed Federal Derivative Action.” The defendants dispute the allegations in the derivative complaints 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’s response to the FTC’s motion for summary judgment and any cross-motion for summary judgment is due to be filed on May 17, 2021. The Company has incurred and continues to incur legal and other fees related to this 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. At this time, in view of the complexity and ongoing nature of the matter, we are unable to estimate a reasonably possible loss or range of loss that we may incur to settle this matter or defend against the lawsuit brought by the FTC.

13. Derivative Financial Instruments and Hedging Activities

Foreign Currency Derivatives

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

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

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

•Option contracts, which gives the purchaser the right, but not the obligation, to buy or sell within a specified time a currency at a contracted price that may be settled in cash.

•Swap contracts, which are commitments to settlement in cash at a future date or dates, usually on an overnight basis.

The credit risk inherent in derivative agreements represents the possibility that a loss may occur from the nonperformance of a counterparty to the agreements. Concentrations of credit and performance risk may exist with counterparties, which includes customers and banking partners, as we are engaged in similar activities with similar economic characteristics related to fluctuations in foreign currency rates. The Company performs a review of the credit risk of these counterparties at the inception of the contract and on an ongoing basis. The Company also monitors the concentration of its contracts with any individual counterparty against limits at the individual counterparty level. The Company anticipates that the counterparties will be able to fully satisfy their obligations under the agreements, but takes action when doubt arises about the counterparties' ability to perform. These actions may include requiring customers to post or increase collateral, and for all counterparties, if the counterparty does not perform under the term of the contract, the contract may be terminated. The Company does not designate any of its foreign exchange derivatives as hedging instruments in accordance with ASC 815.

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 effective at offsetting changes in cash flows of the related

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underlying exposures. Any ineffective portion of a financial instrument's change in fair value is immediately recognized in earnings.

The aggregate equivalent U.S. dollar notional amount of foreign exchange derivative customer contracts held by the Company as of March 31, 2021 and December 31, 2020 (in millions) is presented in the table below.

	Notional
	March 31, 2021		December 31, 2020
Foreign exchange contracts:
Swaps	$	567.0	$	684.5
Futures, forwards and spot	4,558.7		5,467.8
Written options	5,764.6		5,578.1
Purchased options	5,213.3		5,195.0
Total	$	16,103.6	$	16,925.4

The majority of customer foreign exchange contracts are written in currencies such as the U.S. dollar, Canadian dollar, British pound, euro and Australian dollar.

The following table summarizes the fair value of foreign currency derivatives reported in the Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020 (in millions):

	March 31, 2021
	Fair Value, Gross				Fair Value, Net
	Derivative Assets		Derivative Liabilities		Derivative Assets		Derivative Liabilities
Derivatives - undesignated:
Foreign exchange contracts	$	207.0	$	184.7	$	115.2	$	92.9
Cash collateral	16.4		—		16.4		—
Total net of cash collateral	$	190.6	$	184.7	$	98.8	$	92.9

	December 31, 2020
	Fair Value, Gross				Fair Value, Net
	Derivative Assets		Derivative Liabilities		Derivative Assets		Derivative Liabilities
Derivatives - undesignated:
Foreign exchange contracts	$	326.1	$	310.5	$	155.8	$	140.3
Cash collateral	18.2		38.6		18.2		38.6
Total net of cash collateral	$	307.9	$	271.9	$	137.6	$	101.7

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The fair values of derivative assets and liabilities associated with contracts, which include netting terms that the Company believes to be enforceable, have been recorded net within the Consolidated Balance Sheets. The Company receives cash from customers as collateral for trade exposures, which is recorded within cash and cash equivalents and customer deposits 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 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. The table below 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, 2021 and December 31, 2020 (in millions). 

		March 31, 2021		December 31, 2020
	Balance Sheet Classification	Fair Value
Derivative Asset	Other current assets	$	107.3	$	139.3
Derivative Asset	Other noncurrent assets	$	7.9	$	16.6
Derivative Liability	Other current liabilities	$	86.5	$	127.7
Derivative Liability	Other noncurrent liabilities	$	6.3	$	12.5

The Company receives cash from customers as collateral for trade exposures, which is recorded within restricted cash and customer deposits in the Consolidated Balance Sheet.

Cash Flow Hedges

On January 22, 2019, the Company entered into three interest rate swap cash flow contracts (the "swap contracts"). The objective of these swap contracts is to reduce the variability of cash flows in the previously unhedged interest payments associated with $2.0 billion of variable rate debt, the sole source of which is due to changes in the LIBOR benchmark interest rate. As of March 31, 2021, the Company had the following outstanding interest rate derivatives that qualify as hedging instruments and are designated as cash flow hedges of interest rate risk (in millions):

	Notional Amount		Fixed Rates	Maturity Date
Interest Rate Derivative:
Interest Rate Swap	$	1,000	2.56%	1/31/2022
Interest Rate Swap	500		2.56%	1/31/2023
Interest Rate Swap	500		2.55%	12/19/2023

For each of these swap contracts, the Company pays a fixed monthly rate and receives one month LIBOR.

The table below presents the fair value of the Company’s interest rate swap contracts, as well as their classification on the accompanying Consolidated Balance Sheets, as of March 31, 2021 and December 31, 2020 (in millions). See Note 3 for additional information on the fair value of the Company’s swap contracts.

		March 31, 2021		December 31, 2020
	Balance Sheet Classification	Fair Value
Derivatives designated as cash flow hedges:
Swap contracts	Other current liabilities	$	45.2	$	49.3
Swap contracts	Other noncurrent liabilities	$	27.8	$	38.6

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The table below displays the effect of the Company’s derivative financial instruments in the Unaudited Consolidated Statements of Income and other comprehensive loss for the three months ended March 31, 2021 and 2020 (in millions):

	Three Months Ended March 31,
	2021		2020
Interest Rate Swaps:
Amount of (gain) loss recognized in other comprehensive income (loss) on derivatives, net of tax of $(3.6) million and $14.4 million for 2021 and 2020 respectively	$	(11.3)	$	44.5
Amount of loss reclassified from accumulated other comprehensive loss into interest expense	12.1		4.4

The estimated net amount of the existing losses expected to be reclassified into earnings within the next 12 months is approximately $49.1 million at March 31, 2021.

14. Accumulated Other Comprehensive Loss (AOCL)

The changes in the components of AOCL for the three months ended March 31, 2021 and 2020 are as follows (in thousands):

	March 31, 2021
	Cumulative Foreign Currency Translation		Unrealized (Losses) Gains on Derivative Instruments		Total Accumulated Other Comprehensive (Loss) Income
Balance at January 1, 2021	$	(1,296,962)	$	(66,196)	$	(1,363,158)
Other comprehensive (loss) income before reclassifications	(129,157)		2,724		(126,433)
Amounts reclassified from AOCI	—		12,146		12,146
Tax effect	—		(3,574)		(3,574)
Other comprehensive (loss) income	(129,157)		11,296		(117,861)
Balance at March 31, 2021	$	(1,426,119)	$	(54,900)	$	(1,481,019)

	March 31, 2020
	Cumulative Foreign Currency Translation		Unrealized (Losses) Gains on Derivative Instruments		Total Accumulated Other Comprehensive (Loss) Income
Balance at January 1, 2020	$	(929,713)	$	(42,752)	$	(972,465)
Other comprehensive loss before reclassifications	(575,118)		(63,351)		(638,469)
Amounts reclassified from AOCI	—		4,414		4,414
Tax effect	—		14,396		14,396
Other comprehensive loss	(575,118)		(44,541)		(619,659)
Balance at March 31, 2020	$	(1,504,831)	$	(87,293)	$	(1,592,124)

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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. 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, 2020. All foreign currency amounts that have been converted into U.S. dollars in this discussion are based on the exchange rate as reported by Oanda for the applicable periods.

The following discussion and analysis of our financial condition and results of operations generally discusses the first quarter of 2021 and 2020, with period-over-period comparisons between these periods. A detailed discussion of 2020 items and period-over-period comparisons between the first quarter of 2020 and 2019 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, 2020.

Executive Overview

FLEETCOR is a leading global provider of digital payment solutions that enables businesses to control purchases and make payments more effectively and efficiently. Since its incorporation in 2000, FLEETCOR has continued to deliver on its mission: to provide businesses with “a better way to pay”. FLEETCOR has been a member of the S&P 500 since 2018 and trades on the New York Stock Exchange under the ticker FLT.

As previously described in our Annual Report on Form 10-K for the year ended December 31, 2020, businesses spend an estimated $170 trillion each year. In many instances, they lack the proper tools to monitor what is being purchased, and employ manual, paper-based, disparate processes and methods to both approve and make payments for their purchases. This often results in wasted time and money due to unnecessary or unauthorized spending, fraud, receipt collection, data input and consolidation, report generation, reimbursement processing, account reconciliations, employee disciplinary actions, and more.

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

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". See “Results of Operations” for additional segment information.

Impact of COVID-19 on Our Business

On March 11, 2020, the World Health Organization declared the novel strain of coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide. The pandemic and these containment and mitigation measures have created adverse impacts on the U.S. and global economies and it is unclear whether or how long the pandemic and related economic impacts will continue, whether as a result of new strains of the virus or otherwise. The COVID-19 pandemic has had, and could continue to have, an adverse impact on our results of operations and liquidity; the operations of our suppliers, vendors and customers; and on our employees as a result of quarantines, facility closures, travel and logistics restrictions and general decreases in the level of consumer confidence and business activity.

The COVID-19 pandemic continues to impact various aspects of the world economy and our customers, in particular, by restricting day-to-day operations and business activity generally. The extent to which the COVID-19 pandemic impacts our business operations, financial results, and liquidity through the remainder of 2021 will depend on numerous evolving factors that we may not be able to accurately predict or assess, including the duration and scope of the pandemic and the geographies most affected; vaccine availability globally, distribution, efficacy to new strains of the virus and the public's willingness to get vaccinated; our response to the continued impact of the pandemic; the negative impact it has on global and regional economies and general economic activity, including the duration and magnitude of its impact on unemployment rates and business spending levels; its short- and longer-term impact on the levels of consumer confidence; the ability of our suppliers, vendors and customers to successfully address the continued impacts of the pandemic; and actions governments, businesses and individuals take in response to the pandemic; and how quickly economies recover after the pandemic subsides. While we believe the COVID-19 pandemic will continue to have an adverse effect on our revenues and earnings in 2021, we expect continued improvement throughout the year as economic activity recovers.

Performance

Revenues, net, Net Income and Net Income Per Diluted Share. Set forth below are revenues, net, net income and net income per diluted share for the three months ended March 31, 2021 and 2020 (in millions, except per share amounts).

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	Three Months Ended March 31,
(Unaudited)	2021		2020
Revenues, net	$	608.6	$	661.1
Net income	$	184.2	$	147.1
Net income per diluted share	$	2.15	$	1.67

Adjusted Net Income and Adjusted Net Income Per Diluted Share. Set forth below are adjusted net income and adjusted net income per diluted share for the three months ended March 31, 2021 and 2020 (in millions, except per share amounts).

	Three Months Ended March 31,
(Unaudited)	2021		2020
Adjusted net income	$	242.1	$	264.5
Adjusted net income per diluted share	$	2.82	$	3.00

Adjusted net income and adjusted net income per diluted share are supplemental non-GAAP financial measures of operating performance. See the heading entitled “Management’s Use of Non-GAAP Financial Measures” for more information and a reconciliation of the non-GAAP financial measure to the most directly comparable financial measure calculated in accordance with GAAP. We use adjusted net income and adjusted net income per diluted share to eliminate the effect of items that we do not consider indicative of our core operating performance on a consistent basis.

Sources of Revenue

FLEETCOR offers a variety of business payment solutions that help to simplify, automate, secure, digitize and effectively control the way businesses manage and pay their expenses. We provide our payment solutions to our business, merchant, consumer and payment network customers in more than 100 countries around the world today, although we operate primarily in 3 geographies, with 86% of our business in the U.S., Brazil, and the U.K. Our customers may include commercial businesses (obtained through direct and indirect channels), partners for whom we manage payment programs, as well as individual consumers.

FLEETCOR has three reportable segments, North America, International, and Brazil. We report these three segments as they reflect how we organize and manage our global employee base, manage operating performance, contemplate the differing regulatory environments across geographies, and help us isolate the impact of foreign exchange fluctuations on our financial results. However, to help facilitate an understanding of our expansive range of solutions around the world, we describe them in two categories: Corporate Payments solutions, which simplify and automate payments, and Expense Management solutions, which help control and monitor employee spending.

Our Corporate Payments solutions are designed to help businesses streamline the back-office operations associated with making outgoing payments. Companies save time, cut costs, and manage B2B payment processing more efficiently with our suite of corporate payment solutions, including accounts payable (AP) automation, virtual cards, cross-border, and purchasing and T&E cards. Our Expense Management solutions (Fuel, Tolls, and Lodging) are purpose-built to provide customers with greater control and visibility of employee spending when compared with less specialized payment methods, such as cash or general-purpose credit cards. FLEETCOR provides several other payments solutions that, due to their nature or size, are not considered within our Corporate Payments and Expense Management solutions.

Revenues, net, by Segment. For the three months ended March 31, 2021 and 2020, our segments generated the following revenue (in millions).

	Three Months Ended March 31,
	2021				2020
(Unaudited)*	Revenues, net		% of Total Revenues, net		Revenues, net		% of Total Revenues, net
North America	$	402	66	%	$	435	66	%
Brazil	$	82	13	%	$	99	15	%
International	$	124	20	%	$	127	19	%
	$	609	100	%	$	661	100	%

*Columns may not calculate due to rounding.

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Revenues, net by Geography and Solution. Revenue by geography and solution category for the three months ended March 31, 2021 and 2020 (in millions), was as follows:

	Three Months Ended March 31,
Revenues, net by Geography*	2021				2020
(Unaudited)	Revenues, net		% of Total Revenues, net		Revenues, net		% of Total Revenues, net
United States	$	370	61	%	$	398	60	%
Brazil	82		13	%	99		15	%
United Kingdom	76		12	%	74		11	%
Other	81		13	%	91		14	%
Consolidated revenues, net	$	609	100	%	661		100	%

*Columns may not calculate due to rounding.

	Three Months Ended March 31,
Revenues, net by Solution Category*	2021				2020
(Unaudited)	Revenues, net		% of Total Revenues, net		Revenues, net		% of Total Revenues, net
Fuel	$	262	43	%	$	292	44	%
Corporate Payments	$	116	19	%	120		18	%
Tolls	$	69	11	%	83		13	%
Lodging	$	59	10	%	57		9	%
Gift	$	43	7	%	42		6	%
Other	$	59	10	%	67		10	%
Consolidated revenues, net	$	609	100	%	$	661	100	%

*Columns may not calculate due to rounding.

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The following table presents revenue per key performance metric by solution for the three months ended March 31, 2021 and 2020 (in millions except revenues, net per key performance metric).*

	As Reported											Pro Forma and Macro Adjusted2
	Three Months Ended March 31,											Three Months Ended March 31,
(Unaudited)	2021			2020			Change			% Change		2021			2020			Change			% Change
FUEL
'- Revenues, net	$	261.9		$	292.1		$	(30.2)		(10)	%	$	275.3		$	292.6		$	(17.3)		(6)	%
'- Transactions	110.3			118.4			(8.2)			(7)	%	110.3			118.7			(8.5)			(7)	%
'- Revenues, net per transaction	$	2.38		$	2.47		$	(0.09)		(4)	%	$	2.50		$	2.46		$	0.03		1	%
CORPORATE PAYMENTS
'- Revenues, net	$	116.4		$	119.9		$	(3.5)		(3)	%	$	114.1		$	120.1		$	(6.0)		(5)	%
'- Spend volume	$	18,034		$	17,916		$	118		1	%	$	18,032		$	17,916		$	115		1	%
'- Revenue, net per spend $	0.65		%	0.67		%	(0.02)		%	(4)	%	0.63		%	0.67		%	(0.04)		%	(6)	%
TOLLS
'- Revenues, net	$	69.0		$	83.0		$	(14.0)		(17)	%	$	85.2		$	83.0		$	2.2		3	%
'- Tags (average monthly)	5.8			5.4			0.4			7	%	5.8			5.4			0.4			7	%
'- Revenues, net per tag	$	11.85		$	15.28		$	(3.43)		(22)	%	$	14.63		$	15.28		$	(0.65)		(4)	%
LODGING
'- Revenues, net	$	59.0		$	57.0		$	2.0		4	%	$	59.0		$	68.5		$	(9.5)		(14)	%
'- Room nights	5.9			5.9			—			1	%	5.9			7.1			(1.2)			(16)	%
'- Revenues, net per room night	$	9.96		$	9.68		$	0.28		3	%	$	9.96		$	9.67		$	0.29		3	%
GIFT
'- Revenues, net	$	43.4		$	42.4		$	1.0		2	%	$	43.4		$	42.4		$	1.0		2	%
'- Transactions	291.1			281.9			9.2			3	%	291.1			281.9			9.2			3	%
'- Revenues, net per transaction	$	0.15		$	0.15		$	—		(1)	%	$	0.15		$	0.15		$	—		(1)	%
OTHER1
'- Revenues, net	$	58.9		$	66.7		$	(7.8)		(12)	%	$	58.9		$	66.7		$	(7.8)		(12)	%
'- Transactions	9.5			12.0			(2.5)			(21)	%	9.5			12.0			(2.5)			(21)	%
'- Revenues, net per transaction	$	6.23		$	5.58		$	0.65		12	%	$	6.23		$	5.58		$	0.65		12	%
FLEETCOR CONSOLIDATED REVENUES, NET
'- Revenues, net	$	608.6		$	661.1		$	(52.5)		(8)	%	$	635.9		$	673.2		$	(37.3)		(6)	%

1 Other includes telematics, maintenance, food, transportation and payroll card related businesses.

2 See heading entitled "Managements' Use of Non-GAAP Financial Measures" for a reconciliation of pro forma and macro adjusted revenue by solution and metric non-GAAP measures to the comparable financial measure calculated in accordance with GAAP.

* Columns may not calculate due to rounding.

Revenue per relevant key performance indicator ("KPI"), which may include transaction, spend volume, monthly tags, 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 solution 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. Revenue per KPI per customer may change as the level of services we provide to a customer increases or decreases, as macroeconomic factors change and as adjustments are made to merchant and customer rates. See “Results of Operations” for further discussion of transaction volumes and revenue per transaction.

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Sources of Expenses

We incur expenses in the following categories: 

•Processing—Our processing expense consists of expenses related to processing transactions, servicing our customers and merchants, credit losses and cost of goods sold related to our hardware 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) for our executives, 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, buildings and leasehold improvements related to office space. Our amortization expenses include amortization of intangible assets related to customer and vendor relationships, trade names and trademarks, software and non-compete agreements. We are amortizing intangible assets related to business acquisitions and certain private label contracts associated with the purchase of accounts receivable.

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

•Investment (gain) loss, net—Our investment results primarily relate to impairment charges related to our investments and unrealized gains and losses related to a noncontrolling interest in a marketable security, which was disposed in 2020.

•Other expense (income), net—Our other expense (income), net includes gains or losses from the sale of assets, foreign currency transactions, and other miscellaneous operating costs and revenue.

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

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

Factors and Trends Impacting our Business

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

•Global economic conditions—Our results of operations are materially affected by conditions in the economy generally, in North America, Brazil, and internationally, including the ultimate impact of the COVID-19 pandemic. Factors affected by the economy include our transaction volumes, the credit risk of our customers and changes in tax laws across the globe. These factors affected our businesses in each of our segments.

•Foreign currency changes—Our results of operations are significantly impacted by changes in foreign currency exchange rates; namely, by movements of the Australian dollar, Brazilian real, British pound, Canadian dollar, Czech koruna, euro, Mexican peso, New Zealand dollar and Russian ruble, relative to the U.S. dollar. Approximately 61% and 60% of our revenue in the three months ended March 31, 2021 and 2020, 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 impacts on our total revenue, net.

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

•Fuel prices—Our fleet customers use our products and services primarily in connection with the purchase of fuel. Accordingly, our revenue is affected by fuel prices, which are subject to significant volatility. A change in retail fuel prices could cause a decrease or increase in our revenue from several sources, including fees paid to us based on a percentage of each customer’s total purchase. Changes in the absolute price of fuel may also impact unpaid account balances and the late fees and charges based on these amounts. We believe approximately 12% and 11% of revenues, net were directly impacted by changes in fuel price in the three months ended March 31, 2021 and 2020, respectively.

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•Fuel-price spread volatility—A portion of our revenue involves transactions where we derive revenue from fuel price spreads, which is the difference between the price charged to a fleet customer for a transaction and the price paid to the merchant for the same transaction. In these transactions, the price paid to the merchant is based on the wholesale cost of fuel. The merchant’s wholesale cost of fuel is dependent on several factors including, among others, the factors described above affecting fuel prices. The fuel price that we charge to our customer is dependent on several factors including, among others, the fuel price paid to the merchant, posted retail fuel prices and competitive fuel prices. We experience fuel price spread contraction when the merchant’s wholesale cost of fuel increases at a faster rate than the fuel price we charge to our customers, or the fuel price we charge to our customers decreases at a faster rate than the merchant’s wholesale cost of fuel. The inverse of these situations produces fuel price spread expansion. We believe approximately 5% and 8% of revenues, net were directly impacted by fuel price spreads in the three months ended March 31, 2021 and 2020, respectively.

•Acquisitions—Since 2002, we have completed over 80 acquisitions of companies and commercial account portfolios. Acquisitions have been an important part of our growth strategy, and it is our intention to continue to seek opportunities to increase our customer base and diversify our service offering through further strategic acquisitions. The impact of acquisitions has, and may continue to have, a significant impact on our results of operations and may make it difficult to compare our results between periods.

•Interest rates—Our results of operations are affected by interest rates. We are exposed to market risk changes in interest rates on our cash investments and debt. On January 22, 2019, we entered into three swap contracts. The objective of these swap contracts is to reduce the variability of cash flows in the previously unhedged interest payments associated with $2.0 billion of variable rate debt, the sole source of which is due to changes in the LIBOR benchmark interest rate. For each of these swap contracts, we pay a fixed monthly rate and receive one month LIBOR.

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

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

Acquisitions and Investments

On January 13, 2021, we completed the acquisition of Roger, rebranded CorpayOne, a global accounts payable (AP) cloud software platform for small businesses, for approximately $39 million. This acquisition is not expected to be material to the financial results of the Company.

On November 30, 2020, we completed the acquisition of a fuel card provider in New Zealand for an immaterial amount.

On September 17, 2020, we signed a definitive agreement to acquire Associated Foreign Exchange (AFEX), a U.S. based, cross-border payment solutions provider, for approximately $450 million. The transaction is expected to close late in the second quarter of 2021, subject to regulatory approval and closing conditions.

On August 10, 2020, we completed the acquisition of a business in the lodging space in the U.S. for an immaterial amount.

We report our results from our 2021 and 2020 U.S. acquisitions in our North America segment from the dates of acquisition. We report our results from our 2020 New Zealand acquisition in our International segment from the date of acquisition.

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Results of Operations

Three months ended March 31, 2021 compared to the three months ended March 31, 2020

The following table sets forth selected unaudited consolidated statements of income and selected operational data for the three months ended March 31, 2021 and 2020 (in millions, except percentages)*.

(Unaudited)	Three Months Ended March 31, 2021			% of Total Revenues, net		Three Months Ended March 31, 2020			% of Total Revenues, net		Increase (decrease)			% Change
Revenues, net:
North America	$	402.2		66.1	%	$	434.7		65.8	%	$	(32.5)		(7.5)	%
Brazil	81.9			13.5	%	99.0			15.0	%	(17.1)			(17.2)	%
International	124.5			20.5	%	127.4			19.3	%	(2.9)			(2.3)	%
Total revenues, net	608.6			100.0	%	661.1			100.0	%	(52.5)			(7.9)	%
Consolidated operating expenses:
Processing	116.4			19.1	%	233.7			35.4	%	(117.3)			(50.2)	%
Selling	52.1			8.6	%	55.9			8.4	%	(3.8)			(6.8)	%
General and administrative	108.4			17.8	%	106.1			16.1	%	2.3			2.1	%
Depreciation and amortization	65.7			10.8	%	64.5			9.8	%	1.3			1.9	%
Other operating, net	0.1			—	%	—			—	%	(0.1)			NM
Operating income	266.0			43.7	%	201.0			30.4	%	65.0			32.3	%
Investment loss	—			—	%	2.4			0.4	%	(2.4)			NM
Other expense (income), net	1.7			0.3	%	(9.4)			(1.4)	%	(11.1)			NM
Interest expense, net	28.6			4.7	%	35.7			5.4	%	(7.1)			(20.0)	%
Provision for income taxes	51.4			8.5	%	25.2			3.8	%	26.2			103.8	%
Net income	$	184.2		30.3	%	$	147.1		22.2	%	$	37.2		25.3	%
Operating income for segments:
North America	$	162.6				$	85.7				$	76.8		89.6	%
Brazil	32.2					39.4					(7.2)			(18.3)	%
International	71.2					75.8					(4.6)			(6.1)	%
Operating income	$	266.0				$	201.0				$	65.0		32.3	%
Operating margin for segments:
North America	40.4		%			19.7		%			20.7		%
Brazil	39.3		%			39.8		%			(0.5)		%
International	57.2		%			59.5		%			(2.3)		%
Consolidated	43.7		%			30.4		%			13.3		%

NM = Not Meaningful

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

Revenues, net

Consolidated revenues were $608.6 million in the three months ended March 31, 2021, a decrease of $52.5 million or 7.9%, from $661.1 million in the three months ended March 31, 2020. Consolidated revenues and organic growth declined primarily due to decreases in transaction volume as a result of the COVID-19 pandemic. Organically, consolidated revenues were down approximately 6%. Consolidated revenues also declined due to the negative impact of the macroeconomic environment. These decreases were partially offset by the impact of acquisitions completed in 2020 of approximately $12 million.

Although we cannot precisely measure the impact of the macroeconomic environment, in total we believe it had a negative impact on our consolidated revenues for the three months ended March 31, 2021 over the comparable period in 2020 of approximately $27 million. Unfavorable fuel price spreads had a negative impact on revenues of approximately $16 million, and foreign exchange rates had an unfavorable impact on consolidated revenues of approximately $11 million, primarily in Brazil and Russia. These decreases were partially offset by a slightly favorable impact of fuel prices.

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North America segment revenues, net

North America segment revenues were $402.2 million in the three months ended March 31, 2021, a decrease of $32.5 million or 7.5%, from $434.7 million in the three months ended March 31, 2020. North America revenues and organic growth declined primarily due to decreases in transaction volume as a result of the COVID-19 pandemic. Organically, North America segment revenues were down approximately 7%. North America revenues also declined due to the negative impact of the macroeconomic environment. These decreases were partially offset by the impact of acquisitions completed in 2020 of approximately $12 million.

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 revenues in the three months ended March 31, 2021 over the comparable period in 2020 of approximately $13 million, driven primarily by unfavorable fuel price spreads of approximately $16 million. This decrease was partially offset by favorable changes in foreign exchange rates of approximately $2 million in our Canadian business and the favorable impact of fuel prices of approximately $1 million.

Brazil segment revenues, net

Brazil segment revenues were $81.9 million in the three months ended March 31, 2021, a decrease of $17.1 million or 17.2%, from $99.0 million in three months ended March 31, 2020. Brazil revenues declined primarily due to the unfavorable impact of foreign exchange rates of approximately $19 million for the three months ended March 31, 2021 over the comparable period in 2019. These decreases were partially offset by organic growth in Brazil segment revenues of approximately 2%, which continues to be negatively impacted by the COVID-19 pandemic.

International segment revenues, net

International segment revenues were $124.5 million in the three months ended March 31, 2021, a decrease of $2.9 million or 2.3%, from $127.4 million in the three months ended March 31, 2020. International revenues declined primarily due to decreases in transaction volume as a result of the COVID-19 pandemic. Organically, International segment revenues were down approximately 7%. Although we cannot precisely measure the impact of the macroeconomic environment, in total we believe it had a positive impact on our International segment revenues in the three months ended March 31, 2021 over the comparable period in 2020 of approximately $5 million, driven primarily by favorable foreign exchange rates.

Consolidated operating expenses

Processing. Processing expenses were $116.4 million in the three months ended March 31, 2021, a decrease of $117.3 million or 50.2%, from $233.7 million in the comparable prior period. Decreases in processing expenses were primarily due to a write-off of a customer receivable in our cross-border payments business of approximately $90 million in the first quarter of 2020, a $6 million bad debt recovery in 2021, the favorable impact of changes in foreign exchange rates of approximately $4 million, lower variable costs due to reduced volumes and expense reductions in response to the COVID-19 pandemic. These decreases were partially offset by expenses related to acquisitions completed in 2020 of approximately $3 million.

Selling. Selling expenses were $52.1 million in the three months ended March 31, 2021, a decrease of $3.8 million or 6.8%, from $55.9 million in the comparable prior period. Decreases in selling expenses were primarily due to lower commissions and other variable costs due to reduced sales volumes in prior quarters and the favorable impact of fluctuations in foreign exchange rates of approximately $1 million. These decreases were partially offset by expenses related to acquisitions completed in 2020 of approximately $1 million.

General and administrative. General and administrative expenses were $108.4 million in the three months ended March 31, 2021, an increase of $2.3 million or 2.1% from $106.1 million in the comparable prior period. Increases in general and administrative expenses were primarily due to increased professional fees of $4 million, increased stock based compensation expense of $2 million, and the impact of acquisitions completed in 2020 of approximately $2 million. These increases were partially offset by decreased discretionary spending and the favorable impact of fluctuations in foreign exchange rates of approximately $1 million.

Depreciation and amortization. Depreciation and amortization expenses were $65.7 million in the three months ended March 31, 2021, an increase of $1.3 million or 1.9%, from $64.5 million. Increases in depreciation and amortization expenses were primarily due to expenses related to acquisitions completed in 2020 of approximately $2 million, partially offset by the favorable impact of fluctuations in foreign exchange rates of approximately $2 million.

Investment loss. Investment loss of $2.4 million in the three months ended March 31, 2020 relates to market value gains and losses recorded each period on an investment in a trading security, which we sold during the third quarter of 2020.

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Other expense (income), net. Other income, net was $9.4 million in the three months ended March 31, 2020, primarily resulting from a $7 million favorable purchase price settlement from our Cambridge acquisition.

Interest expense, net. Interest expense, net was $28.6 million in the three months ended March 31, 2021, a decrease of $7.1 million or 20.0%, from $35.7 million in the comparable prior period. The decrease in interest expense was primarily due to decreases in LIBOR and lower borrowings, partially offset by the impact of additional borrowings on our Securitization Facility. The following table sets forth the average interest rates paid on borrowings under our Credit Facility, excluding the related unused facility fees and swaps.

	Three Months Ended March 31,
(Unaudited)	2021		2020
Term loan A	1.63	%	3.00	%
Term loan B	1.88	%	3.42	%
Revolving line of credit A, B & C USD Borrowings	1.62	%	2.92	%
Revolving line of credit B GBP Borrowings	1.52	%	2.00	%
Foreign swing line	1.54	%	1.88	%

There were no borrowings on the revolving D facility in 2020. The average unused facility fee for the Credit Facility excluding the revolving D facility was 0.30% in the three month period ended March 31, 2021. On August 20, 2020, we terminated the revolving D facility.

On January 22, 2019, we entered into three interest rate swap cash flow contracts. The objective of these interest rate swap contracts is to reduce the variability of cash flows in the previously unhedged interest payments associated with $2 billion of variable rate debt, tied to the one month LIBOR benchmark interest rate. During the three months ended March 31, 2021, as a result of these swap contracts, we incurred additional interest expense of $12.1 million or 2.43% over the average LIBOR rates on $2 billion of borrowings.

Provision for income taxes. The provision for income taxes and effective tax rate were $51.4 million and 21.8%, respectively, in the three months ended March 31, 2021, an increase of $26.2 million from $25.2 million and 19.0%, respectively, in the three months ended March 31, 2020. Excluding the impact of the write-off of a customer receivable in our cross-border payments business in the first quarter of 2020, our effective tax rate was 18.9% for the first quarter of 2020 compared to 21.8% in the first quarter of 2021. The increase in the tax rate was primarily due to less compensation expense booked for tax purposes on employee stock option exercises in the three months ending March 31, 2021 over the comparable period in 2020. 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. The increase in the provision for income taxes was driven primarily by an increase in pre-tax earnings.

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

Net income. For the reasons discussed above, our net income increased to $184.2 million in the three months ended March 31, 2021, an increase of $37.2 million or 25.3%, from $147.1 million in the three months ended March 31, 2020.

Operating income and operating margin

Consolidated operating income. Operating income was $266.0 million in the three months ended March 31, 2021, an increase of $65.0 million or 32.3%, from $201.0 million in the comparable prior period. Our operating margin was 43.7% and 30.4% for the three months ended March 31, 2021 and 2020, respectively. These increases were driven primarily by the write-off of a customer receivable in our cross-border payments business of approximately $90 million in the first quarter of 2020. These increases were partially offset by incremental legal expenses, including legal settlements, of $10 million, unfavorable movements in the foreign exchange rates of $4 million, unfavorable fuel price spreads of approximately $16 million, and the continued impact of the COVID-19 pandemic

For the purpose of segment operating results, we calculate segment operating income by subtracting segment operating expenses from segment revenues, net. Segment operating margin is calculated by dividing segment operating income by segment revenues, net.

North America segment operating income. North America operating income was $162.6 million in the three months ended March 31, 2021, an increase of $76.8 million or 89.6%, from $85.7 million in the comparable prior period. North America

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operating margin was 40.4% and 19.7% for the three months ended March 31, 2021 and 2020, respectively. These increases were primarily driven by the write-off of a customer receivable in our cross-border payments business of approximately $90 million in the first quarter of 2020. These increases were partially offset by incremental legal expenses, including legal settlements, of $10 million, unfavorable fuel price spreads of approximately $16 million, and the continued impact of the COVID-19 pandemic.

Brazil segment operating income. Brazil operating income was $32.2 million in the three months ended March 31, 2021, a decrease of $7.2 million or 18.3%, from $39.4 million in the comparable prior period. Brazil operating margin was 39.3% and 39.8% for the three months ended March 31, 2021 and 2020, respectively. These decreases were primarily driven by the unfavorable impact of foreign exchange rates of $8 million, partially offset by organic growth in Brazil segment revenues of approximately 2% and the continued impact of the COVID-19 pandemic.

International segment operating income. International operating income was $71.2 million in the three months ended March 31, 2021, a decrease of $4.6 million or 6.1%, from $75.8 million in the comparable prior period. International operating margin was 57.2% and 59.5% for the three months ended March 31, 2021 and 2020, respectively. These decreases were driven primarily by decreases in volume as a result of the COVID-19 pandemic. These decreases were partially offset by favorable foreign exchange rates of approximately $3 million.

Liquidity and capital resources

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

Sources of liquidity. We believe that our current level of cash and borrowing capacity under our Credit Facility and Securitization Facility (each defined below), together with expected future cash flows from operations, will be sufficient to meet the needs of our existing operations and planned requirements for the foreseeable future, based on our current assumptions. At March 31, 2021, we had approximately $1.96 billion in total liquidity, consisting of approximately $998 million available under our Credit Facility (defined below) and unrestricted cash of $958 million. Restricted cash represents primarily customer deposits in our Comdata business in the U.S., as well as collateral received from customers for cross-currency transactions in our cross-border payments business, which are restricted from use other than to repay customer deposits, as well as to secure and settle cross-currency transactions.

We also utilize an accounts receivable Securitization Facility to finance a majority of our domestic receivables, to lower our cost of borrowing and more efficiently use capital. We generate and record accounts receivable when a customer makes a purchase from a merchant using one of our card solutions and generally pay merchants before collecting the receivable. As a result, we utilize the Securitization Facility as a source of liquidity to provide 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. We also consider the undrawn amounts under our Securitization Facility and Credit Facility as funds available for working capital purposes and acquisitions. At March 31, 2021, we had no additional liquidity under our Securitization Facility.

The Company has determined that outside basis differences associated with our investment in foreign subsidiaries would not result in a material deferred tax liability, and consistent with our assertion that these amounts continue to be indefinitely reinvested, have not recorded incremental income taxes for the additional outside basis differences.

We cannot assure you that our assumptions used to estimate our liquidity requirements will remain accurate due to the unprecedented nature of the disruption to our operations and the unpredictability of the ongoing COVID-19 global pandemic. As a consequence, our estimates of the duration of the pandemic and the severity of the impact on our future earnings and cash flows could change and have a material impact on our results of operations and financial condition.

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Cash flows

The following table summarizes our cash flows for the three month periods ended March 31, 2021 and 2020 (in millions).

 

	Three Months Ended March 31,
(Unaudited)	2021		2020
Net cash provided by operating activities	$	77.9	$	420.0
Net cash used in investing activities	(63.2)		(18.7)
Net cash used in financing activities	(16.6)		(314.5)

Operating activities. Net cash provided by operating activities was $77.9 million in the three months ended March 31, 2021, a decrease from $420.0 million in the comparable prior period. The decrease in operating cash flows was primarily due to unfavorable working capital movements primarily due to the timing of cash receipts and payments in the three months ended March 31, 2021 over the comparable period in 2020.

Investing activities. Net cash used in investing activities was $63.2 million in the three months ended March 31, 2021 compared to $18.7 million in the three months ended March 31, 2020. The increased use of cash was primarily due to the increase in cash paid for acquisitions in the three months ended March 31, 2021 over the comparable period in 2020.

Financing activities. Net cash used in financing activities was $16.6 million in the three months ended March 31, 2021, compared to $314.5 million in the three months ended March 31, 2020. The decreased use of cash was primarily due to a decrease in repurchases of our common stock of $368 million and decreased net borrowings on our Credit Facility of $393 million, partially offset by increased net borrowings on our Securitization Facility of $367 million, each in the three months ended March 31, 2021 over the comparable period in 2020.

Capital spending summary

Our capital expenditures were $19.5 million in the three months ended March 31, 2021, an increase of $1.3 million or 7.0%, from $18.3 million in the comparable prior period due to the impact of acquisitions and continued investments in technology.

Credit Facility

FLEETCOR Technologies Operating Company, LLC, and certain of our domestic and foreign owned subsidiaries, as designated co-borrowers (the “Borrowers”), are parties to a $4.86 billion Credit Agreement (the "Credit Agreement"), with Bank of America, N.A., as administrative agent, swing line lender and local currency issuer, and a syndicate of financial institutions (the “Lenders”), which has been amended multiple times. The Credit Agreement provides for senior secured credit facilities (collectively, the "Credit Facility") consisting of a revolving credit facility in the amount of $1.285 billion, a term loan A facility in the amount of $3.225 billion and a term loan B facility in the amount of $350 million as of March 31, 2021. 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 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 (c) a revolving C facility in the amount of $35 million for borrowings in U.S. dollars, Australian dollars or New Zealand dollars. The Credit Agreement also includes an accordion feature for borrowing an additional $750 million in term loan A, term loan B, revolving A or revolving B facility debt and an unlimited amount when the leverage ratio on a pro forma basis is less than 3.00 to 1.00. Proceeds from the credit facilities may be used for working capital purposes, acquisitions, and other general corporate purposes. On April 24, 2020, we entered into the eighth amendment to the Credit Agreement to add a $250 million revolving D facility. On August 20, 2020, we determined that, due to a recovery in our business operations and other safeguards being in place, the revolving D facility was no longer necessary and the facility was terminated. The maturity date for the term loan A and revolving credit facilities A, B and C is December 19, 2023. As of March 31, 2021, the maturity date for the term loan B was August 2, 2024. On April 30, 2021 we entered into the ninth amendment to the Credit Agreement. The amendment provided for a new seven-year $1.150 billion term loan B. The existing term loan B was paid off with proceeds from the new term loan B. The new term loan B has a maturity date of April 30, 2028, and interest rates remain unchanged.

Interest on amounts outstanding under the Credit Agreement (other than the term loan B) accrues based on the British Bankers Association LIBOR Rate (the "Eurocurrency Rate"), plus a margin based on a leverage ratio, or at our option, the Base Rate (defined as the rate equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the prime rate announced by Bank of America, N.A., or (c) the Eurocurrency Rate plus 1.00%) plus a margin based on a leverage ratio. Interest on the term loan B facility accrues based on the Eurocurrency Rate plus 1.75% for Eurocurrency Loans or the Base Rate plus 0.75% for Base Rate Loans. In addition, we pay a quarterly commitment fee at a rate per annum ranging from 0.25% to 0.35% of the daily unused portion of the Credit Facility.

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At March 31, 2021, the interest rate on the term loan A was 1.61%, the interest rate on the term loan B was 1.86% and the interest rate on the revolving A facility was 1.61%. The unused credit facility fee was 0.30% at March 31, 2021.

At March 31, 2021, we had $2.9 billion in borrowings outstanding on the term loan A, net of discounts, and $336.6 million in borrowings outstanding on the term loan B, net of discounts. We have unamortized debt issuance costs of $4.6 million related to the revolving facilities as of March 31, 2021 recorded within other assets in the Unaudited Consolidated Balance Sheet. We have unamortized debt discounts and debt issuance costs related to the term loans of $6.4 million and $0.8 million at March 31, 2021, respectively.

During the three months ended March 31, 2021, we made principal payments of $41 million on the term loans, $354 million on the revolving facilities, and $34 million on the swing line revolving facility.

As of March 31, 2021, we were in compliance with each of the covenants under the Credit Agreement.

Cash Flow Hedges

On January 22, 2019, we entered into three swap contracts. The objective of these swap contracts is to reduce the variability of cash flows in the previously unhedged interest payments associated with $2.0 billion of variable rate debt, the sole source of which is due to changes in the LIBOR benchmark interest rate. These swap contracts qualify as hedging instruments and have been designated as cash flow hedges. For each of these swap contracts, we pay a fixed monthly rate and receive one month LIBOR. We reclassified approximately $12.1 million of losses from accumulated other comprehensive income into interest expense during the three months ended March 31, 2021 as a result of these hedging instruments.

Securitization Facility

We are party to a $1.0 billion receivables purchase agreement among FLEETCOR Funding LLC, as seller, PNC Bank, National Association as administrator, and various purchaser agents, conduit purchasers and related committed purchasers parties thereto. We refer to this arrangement as the Securitization Facility. There have been several amendments to the Securitization Facility. On April 24, 2020, we reduced our Securitization Facility commitment from $1.2 billion to $1.0 billion. On November 13, 2020, we extended the Securitization Facility termination date to November 12, 2021, added an uncommitted accordion to increase the purchase limit by up to $500 million, revised obligor concentration limits and reserve calculations, added a 0.375% LIBOR floor and modified certain swing line terms. In addition, the program fee for LIBOR borrowings increased from 0.90% to 1.25% and the program fee for Commercial Paper Rate borrowings increased from 0.80% to 1.15%. On March 29, 2021, we amended the Securitization Facility to include a new three year maturity date, reduced the LIBOR floor to 0 bps, improved margins, and increased the swing line from $100 million to $250 million. The maturity date for our Securitization Facility is March 29, 2024.

We were in compliance with the financial covenant requirements related to our Securitization Facility as of March 31, 2021.

Stock Repurchase Program

The Company's Board of Directors has approved a stock repurchase program (as updated from time to time, the "Program"), authorizing the Company to repurchase its common stock from time to time until February 1, 2023. On October 22, 2020, our Board increased the aggregate size of the Program by $1 billion, to $4.1 billion. Since the beginning of the Program, 15,257,675 shares have been repurchased for an aggregate purchase price of $3.3 billion, leaving the Company up to $836.3 million available under the Program for future repurchases in shares of its common stock.

Any stock repurchases may be made at times and in such amounts as deemed appropriate. The timing and amount of stock repurchases, if any, will depend on a variety of factors including the stock price, market conditions, corporate and regulatory requirements, and any additional constraints related to material inside information 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.

Pending Acquisition

On September 17, 2020, we signed a definitive agreement to acquire Associated Foreign Exchange (AFEX), a U.S. based, cross-border payment solutions provider, for approximately $450 million. The transaction is expected to close late in the second quarter of 2021, subject to regulatory approval and closing conditions.

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Critical accounting policies and estimates

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

Accounting estimates necessarily require subjective determinations about future events and conditions. During the three months ended March 31, 2021, 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, 2020. 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, 2020 and our summary of significant accounting policies in Note 1 of our Notes to the Unaudited Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

Management’s Use of Non-GAAP Financial Measures

We have included in the discussion above certain financial measures that were not prepared in accordance with GAAP. Any analysis of non-GAAP financial measures should be used only in conjunction with results presented in accordance with GAAP. Below, we define the non-GAAP financial measures, provide a reconciliation of each non-GAAP financial measure to the most directly comparable financial measure calculated in accordance with GAAP, and discuss the reasons that we believe this information is useful to management and may be useful to investors.

Pro forma and macro adjusted revenue and transactions by solution. We define the pro forma and macro adjusted revenue as revenue, net as reflected in our statement of income, adjusted to eliminate the impact of the macroeconomic environment and the impact of acquisitions and dispositions. The macroeconomic environment includes the impact that market fuel price spreads, fuel prices and foreign exchange rates have on our business. We use pro forma and macro adjusted revenue and transactions to evaluate the organic growth in our revenue and the associated transactions.

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. We believe that organic revenue growth on a macro-neutral, one-time item, and consistent acquisition/divestiture/non-recurring item basis is useful to investors for understanding the performance of FLEETCOR.

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

	Revenues, net				Key Performance Metric
	Three Months Ended March 31,				Three Months Ended March 31,
(Unaudited)	2021*		2020*		2021*	2020*
FUEL - TRANSACTIONS
Pro forma and macro adjusted	$	275.3	$	292.6	110.3	118.7
Impact of acquisitions/dispositions	—		(0.5)		—	(0.3)
Impact of fuel prices/spread	(15.8)		—		—	—
Impact of foreign exchange rates	2.5		—		—	—
As reported	$	261.9	$	292.1	110.3	118.4
CORPORATE PAYMENTS - SPEND
Pro forma and macro adjusted	$	114.1	$	120.1	18,032	17,916
Impact of acquisitions/dispositions	—		(0.1)		—	—
Impact of fuel prices/spread	—		—		—	—
Impact of foreign exchange rates	2.2		—		2	—
As reported	$	116.4	$	119.9	18,034	17,916
TOLLS - TAGS
Pro forma and macro adjusted	$	85.2	$	83.0	5.8	5.4
Impact of acquisitions/dispositions	—		—		—	—
Impact of fuel prices/spread	—		—		—	—
Impact of foreign exchange rates	(16.2)		—		—	—
As reported	$	69.0	$	83.0	5.8	5.4
LODGING - ROOM NIGHTS
Pro forma and macro adjusted	$	59.0	$	68.5	5.9	7.1
Impact of acquisitions/dispositions	—		(11.5)		—	(1.2)
Impact of fuel prices/spread	—		—		—	—
Impact of foreign exchange rates	—		—		—	—
As reported	$	59.0	$	57.0	5.9	5.9
GIFT - TRANSACTIONS
Pro forma and macro adjusted	$	43.4	$	42.4	291.1	281.9
Impact of acquisitions/dispositions	—		—		—	—
Impact of fuel prices/spread	—		—		—	—
Impact of foreign exchange rates	—		—		—	—
As reported	$	43.4	$	42.4	291.1	281.9
OTHER1- TRANSACTIONS
Pro forma and macro adjusted	$	58.9	$	66.7	9.5	12.0
Impact of acquisitions/dispositions	—		—		—	—
Impact of fuel prices/spread	—		—		—	—
Impact of foreign exchange rates	—		—		—	—
As reported	$	58.9	$	66.7	9.5	12.0
FLEETCOR CONSOLIDATED REVENUES
Pro forma and macro adjusted	$	635.9	$	673.2	Intentionally Left Blank
Impact of acquisitions/dispositions	—		(12.1)
Impact of fuel prices/spread	(15.8)		—
Impact of foreign exchange rates	(11.4)		—
As reported	$	608.6	$	661.1
* Columns may not calculate due to rounding.
1Other includes telematics, maintenance, food, transportation and payroll card related businesses.

Adjusted net income and adjusted net income per diluted share. We have defined the non-GAAP measure adjusted net income as net income as reflected in our Statement of Income, adjusted to eliminate (a) non-cash stock based compensation expense related to share based compensation awards, (b) amortization of deferred financing costs, discounts and intangible assets, and amortization of the premium recognized on the purchase of receivables, (c) integration and deal related costs, and (d) other non-recurring items, including unusual credit losses occurring largely due to COVID-19, the impact of discrete tax items, impairment charges, asset write-offs, restructuring costs, gains due to disposition of assets and a business, loss on extinguishment of debt, and legal settlements.

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

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We use adjusted net income to eliminate the effect of items that we do not consider indicative of our core operating performance. We believe it is useful to exclude non-cash stock 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 stock based compensation expense is not a key measure of our core operating performance. We also believe that amortization expense can vary substantially from company to company and from period to period depending upon their financing and accounting methods, the fair value and average expected life of their acquired intangible assets, their capital structures and the method by which their assets were acquired; therefore, we have excluded amortization expense from our adjusted net income. We also believe that integration and deal related costs and one-time nonrecurring expenses, gains, losses, and impairment charges do not necessarily reflect how our investments and business are performing. We adjust net income for the tax effect of each of these non-tax items. Adjusted net income and adjusted net income per diluted share are supplemental measures of operating performance that do not represent and should not be considered as an alternative to net income, net income per diluted share or cash flows from operations, as determined by U.S. generally accepted accounting principles, or U.S. GAAP. Adjusted net income and adjusted net income per diluted share are not intended to be a substitute for GAAP financial measures and should not be considered as an alternative to net income or cash flow from operations, as determined by U.S. GAAP, and our calculation thereof may not be comparable to that reported by other companies.

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

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

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

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

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

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

	Three Months Ended March 31,
(Unaudited)	2021		2020
Net income	$	184,239	$	147,060
Net income per diluted share	$	2.15	$	1.67
Stock based compensation	17,747		14,175
Amortization of intangible assets, premium on receivables, deferred financing costs and discounts	49,576		50,042
Investment (gain) loss	(9)		2,371
Integration and deal related costs1	3,670		3,365
Restructuring and related costs	(577)		—
Legal settlements/litigation	3,670		(5,981)
Write-off of customer receivable2	—		90,058
Total pre-tax adjustments	74,077		154,030
Income tax impact of pre-tax adjustments at the effective tax rate	(16,169)		(36,595)
Adjusted net income	$	242,148	$	264,495
Adjusted net income per diluted share	$	2.82	$	3.00
Diluted shares	85,764		88,205

1 Integration and deal related costs represent expenses related to acquisitions incurred in the reporting period.

2 Represents a bad debt loss in the first quarter of 2020 from a large client in our cross-border payments business entering voluntary bankruptcy due to the impact of the COVID-19 pandemic.

*Columns may not calculate due to rounding.

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Special Cautionary Notice Regarding Forward-Looking Statements

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

These forward-looking statements are not a guarantee of performance, and you should not place undue reliance on such statements. We have based these forward-looking statements largely on our current expectations and projections about future events. Forward-looking statements are subject to many uncertainties and other variable circumstances, including those discussed in "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission on February 26, 2021, many of which are outside of our control, that could cause our actual results and experience to differ materially from any forward-looking statement.

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

•regulatory measures, voluntary actions, or changes in consumer preferences, that impact our transaction volume, including social distancing, shelter-in-place, shutdowns of nonessential businesses and similar measures imposed or undertaken in an effort to contain and mitigate the spread of the coronavirus (COVID-19);

•the impact of macroeconomic conditions and whether expected trends, including retail fuel prices, fuel price spreads, and fuel transaction patterns, develop as anticipated;

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

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

•the international operational and political risks and compliance and regulatory risks and costs associated with international operations;

•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 recently filed by the Federal Trade Commission (FTC);

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

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

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

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

•the other factors and information in our Annual Report on Form 10-K and other filings that we make with the 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, 2020 filed with the Securities and Exchange Commission on February 26, 2021.

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.

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You may get FLEETCOR’s Securities and Exchange Commission (“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 the Company 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

As of March 31, 2021, 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, 2020.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of March 31, 2021, 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, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2021, our disclosure controls and procedures were 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 designed to ensure that information required to be disclosed in those reports is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

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

Derivative Lawsuits

On July 10, 2017, a shareholder derivative complaint was filed against the Company and certain of the Company’s directors and officers in the United States District Court for the Northern District of Georgia (“Federal Derivative Action”) seeking recovery on behalf of the Company. The Federal Derivative Action alleges that the defendants issued a false and misleading proxy statement in violation of the federal securities laws; that defendants breached their fiduciary duties by causing or permitting the Company to make allegedly false and misleading public statements concerning the Company’s fee charges, and financial and business prospects; and that certain defendants breached their fiduciary duties through allegedly improper sales of stock. The complaint seeks unspecified monetary damages on behalf of the Company, corporate governance reforms, disgorgement of profits, benefits and compensation by the defendants, restitution, costs, and attorneys’ and experts’ fees. On September 20, 2018, the court entered an order deferring the Federal Derivative Action pending a ruling on motions for summary judgment in the shareholder class action, notice a settlement has been reached in the shareholder class action, or until otherwise agreed to by the parties. After preliminary approval of the proposed settlement of the shareholder class action was granted, the stay on the Federal Derivative Action was lifted. Plaintiffs amended their complaint on February 22, 2020. FLEETCOR filed a motion to dismiss the amended complaint in the Federal Derivative Action on April 17, 2020, which the court granted without leave to amend on October 21, 2020. Plaintiffs filed a notice of appeal to the United States Court of Appeals for the Eleventh Circuit on November 18, 2020. The appeal is pending.

On January 9, 2019, a similar shareholder derivative complaint was filed in the Superior Court of Gwinnett County, Georgia (“State Derivative Action”), which was stayed pending a ruling on motions for summary judgment in the shareholder class action, notice a settlement has been reached in the shareholder class action, or until otherwise agreed by the parties. On the parties’ joint motion, the court has continued the stay of the State Derivative Action “pending further developments in the first-filed Federal Derivative Action.” The defendants dispute the allegations in the derivative complaints 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 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’s response to the FTC’s motion for summary judgment and any cross-motion for summary judgment is due to be filed on May 17, 2021. The Company has incurred and continues to incur legal and other fees related to this 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. At this time, the Company believes the possible range of outcomes includes continuing litigation or discussions leading to a settlement, or the closure of these matters without further action.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020 and Part II, Item 1A, "Risk Factors" in other reports we file with the Securities and Exchange Commission, from time to time, all of which could materially affect our business, financial condition or future results. For example, these risks now include risks related to the COVID-19 pandemic and related economic developments.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Company's Board of Directors has approved a stock repurchase program (as updated from time to time, the "Program") authorizing the Company to repurchase its common stock from time to time until February 1, 2023. On October 22, 2020, our Board increased the aggregate size of the Program by $1 billion, to $4.1 billion. Since the beginning of the Program through September 30, 2020, 15,257,675 shares have been repurchased for an aggregate purchase price of $3.3 billion, leaving the Company up to $836.3 million available under the Program for future repurchases in shares of its common stock.

Any stock repurchases may be made at times and in such amounts as deemed appropriate. The timing and amount of stock repurchases, if any, will depend on a variety of factors including the stock price, market conditions, corporate and regulatory requirements, and any additional constraints related to material inside information 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.

The following table presents information as of March 31, 2021, with respect to purchase of common stock of the Company made during the three months ended March 31, 2021 by the Company as defined in Rule 10b-18(a)(3) under the Exchange Act.

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)
January 1, 2021 through January 31, 2021	1,143	$	267.32	14,618,085	$	1,006,332,538
February 1, 2021 through February 28, 2021	513,695	$	264.04	15,131,780	$	870,696,829
March 1, 2021 through March 31, 2021	125,895	$	273.58	15,257,675	$	836,254,501

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

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Item 6. Exhibits

Exhibit No.
3.1	Amended and Restated Certificate of Incorporation of FLEETCOR Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K, File No. 001-35004, filed with the SEC on March 25, 2011)
3.2	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of FLEETCOR Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, File No. 001-35004, file with the SEC on June 8, 2018)
3.3	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of FLEETCOR Technologies, Inc. (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 June 14, 2019)
3.4	Amended and Restated Bylaws of FLEETCOR Technologies, Inc. (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 October 28, 2020)
10.1*	Eighth Amendment to the Fifth Amended and Restated Receivables Purchase Agreement, dated March 29, 2021 by and among FleetCor Funding LLC, FleetCor Technologies Operating Company, LLC, PNC Bank, National Association as administrator for a group of purchasers and purchaser agents, and certain other parties thereto
10.2*	Ninth Amendment to Credit Agreement, dated as of April 30, 2021 among FLEETCOR Technologies Operating Company, LLC, as the Company, FLEETCOR Technologies, Inc., as the Parent, the designated borrowers party hereto, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the other borrowers hereto
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and rule 15d-14(a) of the Securities Exchange Act, as amended
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and rule 15d-14(a) of the Securities Exchange Act, as amended
32.1*	Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2001
32.2*	Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2001
101*	The following financial information for the Registrant formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Unaudited Consolidated Statements of Income, (iii) the Unaudited Consolidated Statements of Comprehensive Income; (iv) the Unaudited Consolidated Statements of Cash Flows and (v) the Notes to Unaudited Consolidated Financial Statements
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Filed Herein

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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 May 10, 2021.

 

	FLEETCOR Technologies, Inc.
	(Registrant)
Signature	Title
/s/ Ronald F. Clarke	President, Chief Executive Officer and Chairman of the Board of Directors (Duly Authorized Officer and Principal Executive Officer)
Ronald F. Clarke
/s/ Charles R. Freund	Chief Financial Officer (Principal Financial Officer)
Charles R. Freund

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