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What changed in Corpay's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Corpay's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+449 added−469 removedSource: 10-K (2025-02-27) vs 10-K (2024-02-29)

Top changes in Corpay's 2024 10-K

449 paragraphs added · 469 removed · 352 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

95 edited+7 added−10 removed97 unchanged
Biggest changePayroll Card – We offer a Payroll Card solution in North America in the form of a reloadable stored value card, that can be used instead of a paper payroll check. Our solution operates on the Mastercard payment network and the Allpoint ATM network. The payroll cards are issued to our customers’ employees and funded by the employees’ wages.
Biggest changeOur turnkey solution benefits our customers in the form of brand promotion, cardholder loyalty, increased sales, interest on prepaid balances and breakage on abandoned card balances. 8 Table of Contents Payroll Card – We offer a payroll card solution in North America in the form of a reloadable stored value card, that can be used instead of a paper payroll check.
As a result of these periodic examinations, state agencies sometimes issue us findings and recommendations, prompting us to make changes to our operations, and procedures.
As a result of these periodic examinations, state agencies sometimes issue to us findings and recommendations, prompting us to make changes to our operations and procedures.
Our proprietary EV networks in the U.K. and western Europe, combined with our Mastercard network in the U.S., offer access to hundreds of thousands of charge points and the management of at-home charging, while also delivering additional value-added services through a mobile app, including the ability to locate and route to a charge-point, charge-point speed, functionality and whether in use.
Our proprietary EV networks in the U.K. and western Europe, combined with our Mastercard network in the U.S., offer access to hundreds of thousands of charge points and the management of at-home charging, while also delivering additional value-added services through a mobile app, including the ability to locate and route to a charge-point, charge-point recharging speed, functionality and whether in use.
Privacy and Information Security Laws and Regulations We provide services that are subject to various state, federal, and foreign privacy and information security laws and regulations including, among others, the Gramm-Leach-Bliley Act, the EU’s General Data Protection Regulation (GDPR) and its Network and Information Security (NIS) Directive, the U.K.'s GDPR and NIS Regulations, Canada’s Personal Information Protection and Electronic Documents Act, Brazil’s General Data Protection Law, and China's Personal Information Protection Law.
Privacy and Information Security Laws and Regulations We provide services that are subject to various state, federal and foreign privacy and information security laws and regulations including, among others, the Gramm-Leach-Bliley Act, the EU’s General Data Protection Regulation (GDPR) and its Network and Information Security (NIS) Directive, the U.K.'s GDPR and NIS Regulations, Canada’s Personal Information Protection and Electronic Documents Act and Brazil’s General Data Protection Law.
Panther worked at SunTrust Banks, Inc. for nearly 20 years serving in numerous leadership roles. Mr. Panther began his career at Arthur Andersen. Alan King has served as our Group President — Vehicle Payments since December 2023 and prior to that was our Group President of Global Fleet since May 2022. Mr.
Panther worked at SunTrust Banks, Inc. for nearly 20 years serving in numerous leadership roles. Mr. Panther began his career at Arthur Andersen. Alan King has served as our Group President — International Vehicle Payments since December 2023 and prior to that was our Group President of Global Fleet since May 2022. Mr.
Our ERP integrations, API capabilities, strategic vendor enrollment, and transaction management tools enable us to optimize our customers’ electronic payables programs. Our Virtual Card solution operates solely on the Mastercard network. Our customers’ ERP systems are directly integrated with our issuing system, and merchants must be enrolled in our proprietary vendor network to accept our Virtual Card solution.
Our ERP integrations, API capabilities, strategic vendor enrollment and transaction management tools enable us to optimize our customers’ electronic payables programs. Our Virtual Card solution operates on the Mastercard network. Our customers’ ERP systems are directly integrated with our issuing system, and merchants must be enrolled in our proprietary vendor network to accept our Virtual Card solution.
The size, scale, and nature of our lodging customer base enables us to negotiate lodging nightly rates lower than the rates most companies could negotiate directly and far below the rates available to the general public.
The size, scale and nature of our lodging customer base enables us to negotiate lodging nightly rates lower than the rates most companies could negotiate directly and below the rates available to the general public.
Digital payments are faster and more secure than paper-based methods such as checks, and provide timely and detailed data that can be utilized to effectively reduce unauthorized purchases and fraud, automate data entry and reporting, and eliminate reimbursement processes. Combining this payment data with analytical tools delivers powerful insights, which managers can use to better run their businesses.
Digital payments are faster and more secure than paper-based methods such as checks, provide timely and detailed data that can be utilized to effectively reduce unauthorized purchases and fraud, automate data entry and reporting and eliminate reimbursement mistakes. Combining this payment data with analytical tools delivers powerful insights, which managers can use to better run their businesses.
Our mid-market/enterprise option meets the needs of the most complex global enterprises with multiple organizational hierarchies, approval workflows, locations, bank accounts, robust on-demand reporting and seamless integration with Enterprise Resource Planning (ERP) systems. We also provide rich data on the remittance to the vendor, regardless of payment modality, which facilitates invoice reconciliations and payment posting.
Our mid-market/enterprise solution meets the needs of the most complex global enterprises with multiple organizational hierarchies, approval workflows, locations, bank accounts, robust on-demand reporting and seamless integration with Enterprise Resource Planning (ERP) systems. We also provide rich data on the remittance to the vendor, regardless of payment modality, which facilitates invoice reconciliations and payment posting.
Our tolls solution primarily operates on our proprietary Sem Parar TM network, which processes transactions for more than 6.7 million tagholders on 100% of the toll roads that accept RFID across Brazil. We provide convenience and faster travel for customers, while also reducing manual labor and cash handling at merchants’ toll booths.
Our tolls solution primarily operates on our proprietary Sem Parar TM network, which processes transactions for more than 7.5 million tagholders on 100% of the toll roads that accept RFID across Brazil. We provide convenience and faster travel for customers, while also reducing manual labor and cash handling at merchants’ toll booths.
Talent Development FLEETCOR offers a variety of high-quality learning opportunities, designed to support employee development and organizational effectiveness. Learning opportunities are available in all geographies at all levels, and incorporate personal, business and leadership skills development with the goal of empowering our organization, creating avenues for closing skill gaps, and enhancing the capabilities of our workforce.
Talent Development Corpay offers a variety of high-quality learning opportunities, designed to support employee development and organizational effectiveness. Learning opportunities are available in all geographies at all levels and incorporate personal, business and leadership skills development with the goal of empowering our organization, creating avenues for closing skill gaps and enhancing the capabilities of our workforce.
Given the high frequency nature of use and the millions of monthly active users on the app, parking lends itself well to further extension into the other services we offer, namely EV charging, maintenance and fueling, amongst others. Our parking solutions are available in the U.S., Canada, Europe, the U.K. and Brazil.
Given the high frequency nature of use and the millions of monthly active users on the app, parking lends itself to further extension into the other services we offer, namely EV charging, insurance, maintenance and fueling, amongst others. Our parking solutions are available in the U.S., Canada, Europe, the U.K. and Brazil.
We partner with claims adjusters to determine the best housing solution for policyholders, including extended stay hotels and long-term housing, providing policyholders a mobile app to manage their temporary housing and receipts. Other FLEETCOR provides other payments solutions that are not considered within our Vehicle Payments, Corporate Payments, or Lodging Payments segments.
We partner with claims adjusters to determine the best housing solution for policyholders, including extended stay hotels and long-term housing, providing policyholders a mobile app to manage their temporary housing and receipts. Other Corpay provides other payments solutions that are not considered within our Vehicle Payments, Corporate Payments or Lodging Payments segments.
It is important to note that we compete mostly with legacy payment methods and traditional ways of paying, such as cash and checks. We supplement our organic growth strategy and sales efforts by pursuing attractive acquisition opportunities, which serve to strengthen and extend our market positions and create value faster.
It is important to note that we compete mostly with legacy payment companies and traditional ways of paying, such as cash and checks. We supplement our organic growth strategy and sales efforts by pursuing attractive acquisition opportunities, which serve to strengthen and extend our market positions and create value faster.
This allows FLEETCOR to deliver more consistent financial performance relative to competitors, continue to invest throughout business cycles and reallocate resources to higher performing businesses. Technology Our technology provides continuous authorization of transactions, processing of critical account and customer information, and settlement between merchants, issuing companies, and individual commercial entities.
This allows Corpay to deliver more consistent financial performance relative to competitors, continue to invest throughout business cycles and reallocate resources to higher performing businesses. Technology Our technology provides continuous authorization of transactions, processing of critical account and customer information and settlement between merchants, issuing companies and individual commercial entities.
Gift – We provide fully integrated gift card program management and processing services to retailers in 64 countries, in both plastic and digital form. The gift cards are issued specifically for each customer under their specific brands and are generally accepted exclusively within their retail network, digitally or in-person.
Gift – We provide fully integrated gift card program management and processing services to retailers in 66 countries, in both plastic and digital form. The gift cards are issued specifically for each customer under their specific brands and are generally accepted exclusively within their retail network, digitally or in-person.
We operate application development centers in the U.S., U.K., Netherlands, Czech Republic, Brazil and New Zealand. Our distributed application architecture allows us to maintain, administer and innovate our solutions in a cost-effective and flexible manner. Our purpose-built solutions contain significant intellectual property that differentiates us from our competition.
We operate application development centers in the U.S., U.K., Netherlands, Czech Republic, Brazil and New Zealand. Our distributed application architecture allows us to maintain, administer and innovate our solutions in a cost-effective and flexible manner. Our solutions contain significant intellectual property that differentiates us from our competition.
EXECUTIVE OFFICERS OF THE REGISTRANT The following table sets forth certain information regarding our executive officers, with their respective ages as of December 31, 2023. Our officers serve at the discretion of our board of directors. There are no family relationships between any of our directors or executive officers. Name Age Position(s) Ronald F.
EXECUTIVE OFFICERS OF THE REGISTRANT The following table sets forth certain information regarding our executive officers, with their respective ages as of December 31, 2024 . Our officers serve at the discretion of our board of directors. There are no family relationships between any of our directors or executive officers. Name Age Position(s) Ronald F.
Our fuel partners include British Petroleum (BP), Arco, Speedway, Casey's and over 640 fuel marketers of all sizes. On the EV side, we also provide similar modular solutions to original equipment manufacturers (OEMs) who wish to distribute on-road EV charging solutions to consumers buying an EV.
Our fuel partners include British Petroleum (BP), Arco, Speedway, Casey's and fuel marketers of all sizes. On the EV side, we also provide similar modular solutions to original equipment manufacturers (OEMs) who wish to distribute on-road EV charging solutions to consumers buying an EV.
Workforce – Our Workforce Lodging solutions provide a comprehensive solution for business travel programs of any size and business profile, with the ability to scale to the needs of the customer. Our solution allows customers to find and book lodging in minutes online, via app, directly with the hotel or by calling us.
Workforce – Our workforce lodging solutions provide a comprehensive solution for business travel programs of any size and business profile, with the ability to scale to the needs of the customer. Our solution allows customers to find and book lodging online, via app, directly with the hotel or by calling us.
King joined FLEETCOR in August 2016 and served as our President - U.K., Australia, and New Zealand, based in London, until June 2019. From July 2019 to April 2022, Mr. King was Group President of Europe, Australia, and New Zealand Fuel. Prior to joining us, Mr.
King joined Corpay in August 2016 and served as our President - U.K., Australia and New Zealand, based in London, until June 2019. From July 2019 to April 2022, Mr. King was Group President of Europe, Australia and New Zealand Fuel. Prior to joining us, Mr.
We would typically either white-label our charging app or integrate directly via application programming interface (API) with vehicle OEMs to deliver access to our products. Our vehicle OEM partners include Renault, Nissan, Polestar and Jaguar-Land Rover.
We would typically either white-label our charging app or integrate directly via application programming interface (API) with vehicle OEMs to deliver access to our products. Our vehicle OEM partners include Renault, NIO, Polestar and Jaguar-Land Rover.
Vickery joined FLEETCOR in 2011 and served as Senior Vice President of Accounting and Controls, with oversight of external reporting, technical accounting and internal audit until her appointment as interim Chief Financial Officer. Prior to joining us, Mrs.
Vickery joined Corpay in 2011 and served as Senior Vice President of Accounting and Controls, with oversight of external reporting, technical accounting and internal audit until her appointment as interim Chief Financial Officer. Prior to joining us, Mrs.
These proprietary networks generally provide us with better economics, as we control more of the transaction, and richer data because of how the networks and point of sale software are configured. Third-party networks are operated by independent parties, and tend to be more broadly accepted, which is the primary benefit compared with our proprietary networks.
These proprietary networks generally provide us with better economics, as we control more of the transaction, and richer data because of how the networks and point of sale software are configured. Third-party networks are operated by independent parties, such as MasterCard and VISA, and tend to be more broadly accepted, which is the primary benefit compared with our proprietary networks.
In addition to delivering meaningful value to our customers, our solutions also share several important and attractive business model characteristics such as: • the majority of revenue is derived primarily from business customers, which tend to have relatively predictable, consistent volumes; • recurring revenue models driven by recurring volume, resulting in predictable revenue; • similar selling systems with common sales approaches, management and reporting; • specialized technology platforms and proprietary payment acceptance networks, which create competitive advantages and barriers to entry; and • high EBITDA margins and cash flow translation with limited infrastructure investment requirements.
In addition to delivering meaningful value to our customers, our solutions also share several important and attractive business model characteristics including: • the majority of revenue is derived primarily from business customers, which tend to have relatively predictable, consistent volumes; • recurring revenue models driven by recurring volume, resulting in predictable revenue; • unique selling systems with common sales approaches, management and reporting; • specialized technology platforms and proprietary payment acceptance networks, which create competitive advantages and barriers to entry; and • high EBITDA margins and cash flow translation with limited infrastructure investment requirements.
Additionally, as we develop new solutions and modernize legacy assets, we increasingly leverage cloud services. Through the use of cloud technology and microservices, we are able to modernize our platforms with no disruption to our customers. Finally, data is becoming an ever-increasing part of how the Company and its customers do business.
Additionally, as we develop new solutions and modernize legacy assets, we increasingly use cloud services. Through the use of cloud technology and microservices, we are able to modernize our platforms with no disruption to our customers. Finally, data is becoming an ever-increasing part of how we and our customers do business.
We are firmly committed to delivering a strong employee value proposition and unique employment experience to our associates which, in turn, should lead to better customer experiences and business outcomes. Culture Our culture has evolved through time, as the Company has grown considerably both organically and through acquisitions.
We are firmly committed to delivering a strong employee value proposition and unique employment experience to our associates which, in turn, should lead to better customer experiences and business outcomes. Culture Our culture has evolved through time, as we have grown considerably both organically and through acquisitions.
With respect to card products where we work with a partner 13 Table of Contents or issuing bank, the partner bank may utilize the law of the jurisdiction applicable to the bank and “export” the usury limit of that state in connection with cards issued to residents of other states or we may use our choice of law provisions.
With respect to card products where we work with a partner or issuing bank, the partner bank may utilize the law of the jurisdiction applicable to the bank and “export” the usury limit of that state in connection with cards issued to residents of other states or we may use our choice of law provisions.
We believe our employee propositi on remains strong and we continue to attract and retain top talent. We continue to share the detailed engagement scores across the organization, and analyze the results to understand differences by geography, demographics, job level, and leader, and to identify opportunities for further improvement.
We believe our employee proposition remains strong and we continue to attract and retain top talent. We continue to share the detailed engagement scores across the organization and analyze the results to understand differences by geography, demographics, job level and leader, and to identify opportunities for further improvement.
This solution is provided through our proprietary maintenance and repair network, which, in the U.K., processes transactions for fleet customers at over 9,000 service centers. The same platform also provides leasing companies with the capability to manage the re-marketing of leased vehicles and any ad-hoc vehicle rental needs.
This solution is provided through our proprietary maintenance and repair network, which, in the U.K., processes transactions for fleet customers at approximately 9,000 service centers. The same platform also provides leasing companies with the ability to manage the re-marketing of leased vehicles and any ad-hoc vehicle rental needs.
Netto has served as our Group President — Vehicle Payments since December 2023 and prior to that was our Group President – Brazil since June 2014. Prior to joining us, Mr.
Netto has served as our Group President — Brazil and U.S. Vehicle Payments since December 2023 and prior to that was our Group President – Brazil since June 2014. Prior to joining us, Mr.
FLEETCOR’s vision is that every payment is digital, every purchase is controlled, and every related decision is informed. Our wide range of modern, digitized solutions provide control, reporting, and automation benefits superior to many of the payment methods businesses often use such as cash, paper checks, general purpose credit cards, as well as employee pay and reclaim processes.
Corpay’s vision is that every payment is digital, every purchase is controlled and every related decision is informed. Our wide range of modern, digitized solutions provide control, reporting and automation benefits superior to many of the payment methods businesses often use such as cash, paper checks, general purpose credit cards, as well as employee payment processes.
We have also enhanced our customer platforms and reporting capabilities to ensure a fully integrated mixed fleet experience for our customers, so they can capture and review all the relevant fleet insights in one place, eliminating the need to select alternative providers for different fuel types or manage disparate systems.
We have also enhanced our customer platforms and reporting capabilities to ensure a fully integrated mixed fleet experience for our customers, so they can capture and review all the relevant fleet insights in one place, eliminating the need to select alternative providers for different fuel types or manage disparate systems. Many of our solutions also have additional capabilities.
We are also subject to the separate security breach notification laws of each of the 50 states, and the District of Columbia. Some non-U.S. data protection laws, including in the U.K., EU., and China, impose restrictions on the international transfer of personal data absent lawfully recognized transfer mechanisms or, in some cases, prohibit such transfer completely.
We are also subject to the separate security breach notification laws of each of the 50 states and the District of Columbia. Some non-U.S. data protection laws, including in the U.K. and EU, impose restrictions on the international transfer of personal data 11 Table of Contents absent lawfully recognized transfer mechanisms or, in some cases, prohibit such transfer completely.
Department of Treasury’s Office of Foreign Assets Control (OFAC) that prohibit or restrict transactions to or from or dealings with specified countries, their governments and, in certain circumstances, their nationals, narcotics traffickers, and terrorists or terrorist organizations.
Department of Treasury’s Office of Foreign Assets Control (OFAC) that prohibit or restrict transactions to or from or dealings with specified 12 Table of Contents countries, their governments and, in certain circumstances, their nationals, narcotics traffickers and terrorists or terrorist organizations.
In many cases we can also deliver fuel price savings to our business customers when compared to the retail (board) price of fuel, and in Europe especially, we also enable fleets to significantly streamline the VAT reclaim process by digitizing and itemizing fuel receipts in a way that is compliant with tax authority requirements.
In many cases we can also deliver fuel price savings to our business customers when compared to the retail price of fuel. In the U.K. and Europe, we also enable fleets to significantly streamline the VAT reclaim process by digitizing and itemizing fuel receipts in a way that is compliant with tax authority requirements.
By utilizing transaction monitoring and watch list screening systems, we ensure payments are safe, secure, and meet all applicable regulatory requirements. Purchasing and T&E Cards – We also offer purchasing cards and travel & entertainment (T&E) solutions to our customers. These solutions are generally sold in conjunction with our Virtual Card or AP Automation offerings.
By utilizing transaction monitoring and "watch list" screening systems, we ensure payments are safe, secure and meet all applicable regulatory requirements. Purchasing and T&E Cards – We offer purchasing cards and T&E solutions to our customers. These solutions are generally sold in conjunction with our Virtual Card solution or AP Automation offerings.
These proprietary networks also provide us with advantageous economics by providing attractive, captive spend to the merchant base. 9 Table of Contents • Scalable Technology – Our easy-to-use platforms provide control and functionality for our customers, and we can on-board incremental customer volume with very limited need for additional infrastructure.
These proprietary networks also provide us with advantageous economics by providing attractive, captive spend to the merchant base. • Scalable Technology – Our easy-to-use platforms provide control and functionality for our customers, and we can on- board incremental customer volume with very limited need for additional infrastructure.
Our processing systems also integrate with our proprietary networks, which provide brand awareness and connectivity to our acceptance locations that enables the “end-to-end” card acceptance, data capture, and transaction authorization capabilities of our card programs.
Our processing systems also integrate with our proprietary networks, which provide brand awareness and connectivity to our acceptance locations that enables the “end-to- end” card acceptance, da ta capture and transaction authorization capabilities of our card programs.
We continually seek to modernize and evolve our technology solutions through our core IT transformation initiatives. Our IT transformation initiatives are focused on three main pillars: (1) digital strategy; (2) core systems modernization; and (3) data. Our digital strategy is focused on streamlining a digital customer experience across all of our solutions, providing a seamless experience.
W e continually seek to modernize and evolve our technology solutions through our core information technology (IT) transformation initiatives. Our IT transformation initiatives are focused on three main pillars: (1) digital strategy; (2) core systems modernization; and (3) data. Our digital strategy is focused on streamlining a digital customer experience across all of our solutions, providing a seamless experience.
Our capabilities are also offered through indirect sales channels (e.g., major oil companies and fuel marketers for fuel, and retail establishments for tolls) and on a branded or “white label” basis, indirectly through a broad range of resellers and partners across most of our solutions.
Our capabilities are also offered through indirect sales channels (e.g., major oil companies and fuel marketers for fuel, retail establishments for tolls and vehicle OEMs for consumer EV solutions) and on a branded or “white label” basis, indirectly through a broad range of resellers and partners across most of our solutions.
We conduct targeted strategies to minimize exposure to high-risk accounts, including reducing spending limits and payment terms or requiring additional security deposits. Competition Our primary competition is from financial institutions providing a full suite of financial products, including general purpose cards, AP payments (i.e. check and ACH), and foreign exchange (FX) solutions.
We conduct targeted strategies to minimize exposure to high-risk accounts, including reducing spending limits and payment terms or requiring additional security deposits. Competition Our primary competition is from financial institutions providing a full suite of financial products, including general purpose cards, AP payments (i.e. check and ACH) and cross-border solutions.
Tolls – Operated primarily in Brazil, we are the leading electronic toll payments provider to businesses and consumers in the form of radio frequency identification (RFID) tags affixed to vehicle windshields.
Tolls – Operated primarily in Brazil, we are the leading electronic toll payments provider to businesses and consumers in the form of radio frequency identification (RFID) tags affixed to vehicle windshiel ds.
This two-sided transaction, where both payor and receiver are in our network, provides substantial payment security relative to paper checks or ACH. Cross-Border – Our Cross-Border solution is used by our customers to pay international vendors, foreign office and personnel expenses and for profit repatriation and dividends.
This two-sided transaction, where both payor and receiver are in our network, provides substantial payment security relative to paper checks or ACH. 7 Table of Contents Cross-Border Payments – Our Cross-Border solution is used by our customers to pay international vendors, foreign office and personnel expenses and for profit repatriation and dividends.
Our Lodging Payments solutions help businesses manage their lodging costs, while simplifying the management offerings from hotels, to longer term housing arrangements, while also providing traveler and end customer support. 5 Table of Contents Vehicle Payments Our Vehicle Payments solutions are purpose-built to enable our customers to pay for vehicle related expenses.
Our Lodging Payments solutions help businesses manage their lodging costs, while simplifying the management of hotels and housing, both short and longer-term, while also providing traveler and end customer support. 5 Table of Contents Vehicle Payments Our Vehicle Payments solutions are purpose-built to enable our customers to pay for vehicle related expenses.
Fleet Maintenance – We provide a SaaS-based vehicle lifecycle management solution that helps major leasing companies, as well as fleet operators of all sizes, to predominately manage their vehicle maintenance, service, and repair needs primarily in the U.K., but also in France, Denmark, Ireland and Australia.
Fleet Maintenance – We provide a SaaS-based vehicle management solution that helps major leasing companies, as well as fleet operators of all sizes, to manage their vehicle maintenance, service and repair needs primarily in the U.K., and also in Germany, France, Denmark, Ireland, Australia and Portugal.
We are focused on investing in our data assets to deliver value for our customers through improved insights to help them to better control expenses and mitigate fraud. The use of cloud services provides us with increased flexibility and agility. We use only proven technology and expect no foreseeable capacity limitations.
We are focused on investing in our data assets to deliver value for our customers through improved insights to help them to better control expenses and mitigate fraud. The use of cloud services provides us with increased flexibility and agility. We use only proven technology and expect no foreseeable capacity limitations. We maintain disaster recovery and business continuity plans.
Despite FLEETCOR’s expansive size and geographic scope, we seek to retain a strong entrepreneurial spirit, and share a common vision, mission and set of values, which together serve as cornerstones to our “One FLEETCOR” culture.
Despite Corpay’s expansive size and geographic scope, we seek to retain a strong entrepreneurial spirit and share a common vision, mission and set of values, which together serve as cornerstones to our “One Corpay” culture.
(“EVO”) from November 2019 until March 2023, where he was instrumental in EVO delivering strong revenue growth and significant margin expansion, as well as executing a number of key initiatives, including international M&A, debt and capital financings, and serving as a key advisor to the Board. Prior to joining EVO, Mr.
Panther served as the CFO at EVO Payments, Inc. (“EVO”) from November 2019 until March 2023, where he was instrumental in EVO delivering strong revenue growth and significant margin expansion, as well as executing a number of key initiatives, including international M&A, debt and capital financings and serving as a key advisor to the Board. Prior to joining EVO, Mr.
We have built a proprietary merchant acceptance network that accepts our Virtual Card payments. Our merchant acceptance network is unique due to the nature of commercial Virtual Card acceptance. Each issuer negotiates directly with the merchant for acceptance, so other issuers’ virtual cards are not interchangeable.
We have built a proprietary merchant acceptance network that accepts our Virtual Card payments. Our merchant acceptance network is unique due to the nature of commercial Virtual Card acceptance. Unlike standard point-of-sale purchases, each issuer negotiates directly with the merchant for acceptance, so other issuers’ virtual cards are not interchangeable.
Virtual Cards provide enhanced security relative to checks while reducing total payment costs for our customers. Full remittance data accompanies each Virtual Card payment, providing significant reconciliation advantages to ACH payments. We have integrated our Virtual Card offering into most leading ERP systems, providing a seamless experience for AP personnel.
Virtual Cards provide enhanced security relative to checks while reducing total payment costs for our customers. Full remittance data accompanies each Virtual Card payment, providing significant reconciliation advantages to ACH and check payments. We have integrated our Virtual Card offering into most leading ERP systems, providing a seamless experience for our customer's accounts payable personnel.
In addition, we offer compliance service to the U.K.’s heavy goods (truck) operators, workshops and drivers. Finally, we are increasingly extending the platform for use in the small fleet and B2B2C space, enabling consumers to access our proprietary maintenance network at advantaged economics to them.
In addition, we offer compliance services to the U.K.’s heavy goods (truck) operators, workshops and drivers. Also, we are increasingly extending the platform for use in the small fleet and business-to-business-to-consumer (B2B2C) space, enabling consumers to access our proprietary maintenance network at advantaged economics to them.
Our tolls solution also provides commercial customers with driver routing controls and fare auditing, mostly in the form of vehicle type and axle count configuration. Our tags may also be used at approximately 6,400 participating merchant locations to purchase goods and services while in the vehicle, such as parking, fuel, car washes, and meals at drive-through restaurants.
Our tolls solution also provides commercial customers with driver routing controls and fare auditing, mostly in the form of vehicle type and axle count configuration. 6 Table of Contents Our tags may also be used at approximately 7,300 participating merchant locations to purch ase goods and services while in the vehicle, such as parking, fuel, car washes and meals at drive-through restaurants.
We actively market and sell to current and prospective customers leveraging a multi-channel, go-to-market approach, which includes comprehensive digital channels, direct sales forces and strategic partner relationships. We sell stand-alone products and services, and are currently organizing and establishing platforms where a single customer can use multiple products from one user interface.
We actively market and sell to current and prospective customers using a multi-channel, go-to-market strategy, which includes comprehensive digital channels, direct sales forces and strategic partner relationships. We sell stand-alone products and services and are currently deploying platforms where a single customer can use multiple products from one user interface.
Our customers rely on us to deliver personalized service and customer solutions. We offer a proprietary trading and payments platform that we can "white label" for financial institutions looking to expand their cross-border payment capability, as well as a suite of API products that enables us to embed our full capability directly within the technology of both customers and partners.
We offer a proprietary trading and payments platform that we can "white label" for financial institutions looking to expand their cross-border payment capability, as well as a suite of API products that enables us to embed our full capability directly within the technology of both customers and partners.
Lodging Payments Our Lodging Payments solutions help businesses manage and control their lodging costs while simplifying the management offerings from hotels or longer term housing arrangements and also providing traveler and end customer support. We serve lodging customers through three primary verticals: workforce, airlines and insurance.
Lodging Payments Our Lodging Payments solutions help businesses manage and control their lodging costs, simplify the management offerings from hotels or longer term housing arrangements and provide traveler and end customer support. We serve lodging customers through three primary verticals: workforce, airlines and insurance.
In addition to economic sanctions programs, we are also subject to a number of international laws and regulations focused on fighting terrorism and money laundering, including primarily: • in Canada, Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA); • in Australia, as a registered remittance dealer with AUSTRAC, the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (AML/CTF Act); • in the U.K., as a registered Electronic Money Institution with the Financial Conduct Authority, the Proceeds of Crime Act, 2002, and the Terrorism Act 2000; • in Ireland, the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010, as amended by Part 2 of the Criminal Justice Act 2013 and by the Criminal Justice (Money Laundering and Terrorist Financing) (Amendment) Act 2018; and • in the EU, AML requirements promulgated under the 4th, 5th and 6th EU Anti-Money Laundering Directives. 12 Table of Contents Numerous other countries have also enacted or proposed new or enhanced AML legislation and regulations applicable to us.
In addition to economic sanctions programs, we are also subject to a number of international laws and regulations focused on fighting terrorism and money laundering, including primarily: • in Canada, Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA); • in Australia, as a registered remittance dealer with AUSTRAC, the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (AML/CTF Act); • in the U.K., as a registered Electronic Money Institution with the Financial Conduct Authority, the Proceeds of Crime Act, 2002 and the Terrorism Act 2000; • in Ireland, the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010, as amended by Part 2 of the Criminal Justice Act 2013 and by the Criminal Justice (Money Laundering and Terrorist Financing) (Amendment) Act 2018; and • in the EU, AML requirements promulgated under the 4th, 5th and 6th EU Anti-Money Laundering Directives.
The Voice of the Employee We continue to develop a nd refine our people programs based on feedback we receive directly from our workforce, which we gather through a survey of all employees globally . The participation rate for our 2023 survey was approximately 70%. Our employee engagement score in 2023 remained consistent with previous years’ results.
The Voice of the Employee We continue to develop and refine our people programs based on feedback we receive directly from our workforce, which we gather through a survey of all employees globally. The participation rate for our 2024 survey was approximately 54%. Our employee engagement score in 2024 remained consistent with previous years.
See also, "Risks related to information technology and security" under Item 1A for further discussion of the risks we face in connection with our technology systems and potential data breach and cybersecurity risks facing the Company.
See also, "Risks related to information technology and security" under Item 1A for further discussion of the risks we face in connection with our technology systems and potential data breach and cybersecurity risks. Also, see Item 1C Cybersecurity for further discussion of our risk management strategy and governance.
As we help our customers manage through the transition to EVs, many will operate mixed fleets for a long period of time, and will need access to all modalities of fueling, including networks of fuel stations, electric charging stations both on the road and at the office, in addition to at-home charging options.
As we help our customers manage through the transition to EVs, many will operate "mixed" fleets (i.e., fleets with a combination of internal combustion vehicles and EVs) for a long period of time and will need access to all types of fueling, including networks of fuel stations, electric charging stations both on the road and at the office and at-home charging options.
Safeguarding Our Business To provide our services, we may collect, use and store sensitive business information and personal information. Some of this information is also processed and stored by financial institutions, merchants, and other entities, as well as third-party service providers to whom we outsource certain functions and other agents, which we refer to collectively as, our associated third parties.
Some of this information is also processed and stored by financial institutions, merchants and other entities, as well as third-party service providers to whom we outsource certain functions and other agents, which we refer to collectively as, our associated third parties.
Escheat Regulations We may be subject to unclaimed or abandoned property (escheat) laws in the U.S. that require us to turn over to certain government authorities the property of others that we hold that has been unclaimed for a specified period of time, such as payment instruments that have not been presented for payment and account balances that are due to a customer following discontinuation of our relationship.
We are also subject to network operating rules promulgated by the National ACH Association relating to payment transactions processed by us using the ACH network. 13 Table of Contents Escheat Regulations We may be subject to unclaimed or abandoned property (escheat) laws in the U.S. that require us to turn over to certain government authorities the property of others that we hold that has been unclaimed for a specified period of time, such as payment instruments that have not been presented for payment and account balances that are due to a customer following discontinuation of our relationship.
Clarke 68 Chief Executive Officer and Chairman of the Board of Directors Tom Panther 55 Chief Financial Officer Alan King 47 Group President—Vehicle Payments Armando L. Netto 55 Group President—Vehicle Payments Alissa B. Vickery 46 Chief Accounting Officer Ronald F.
Clarke 69 Chief Executive Officer and Chairman of the Board of Directors Tom Panther 56 Chief Financial Officer Alan King 48 Group President—International Vehicle Payments Armando L. Netto 56 Group President—Brazil and U.S. Vehicle Payments Alissa B. Vickery 47 Chief Accounting Officer Ronald F.
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.
This often results in wasted time and money due to unnecessary or unauthorized spending, fraud, receipt collection, data input and consolidation errors, inaccurate reimbursement processing, account reconciliation errors, employee misuse and more.
Many of our solutions also have additional capabilities, where we can enable the fuel card to allow customers to purchase a limited set of non-fuel items, such as oil, tolls, parking and vehicle maintenance supplies.
For example, we can enable the fuel card to allow customers to purchase a limited set of non-fuel items, such as oil, tolls, parking and vehicle maintenance supplies.
Our Corporate Payments solutions simplify and automate vendor payments and include accounts payable (AP) automation, virtual cards, cross-border, and purchasing and travel and entertainment (T&E) card products.
Our Vehicle Payments solutions help control and monitor spending and include fuel card offerings, tolls and other complementary products. Our Corporate Payments solutions simplify and automate vendor payments and include accounts payable (AP) automation, virtual cards, cross-border payments and purchasing and travel and entertainment ("T&E") card products.
Throughout 2023, we conducted several additional pulse surveys and focus groups to assess the ongoing engagement of our workforce. In October 2020, FLEETCOR published its inaugural Corporate Responsibility & Sustainability Report (CRS Report), in which we provided detailed information about the Company’s views and approaches regarding environmental, social and governance issues.
We also conduct pulse surveys and focus groups to assess the ongoing engagement of our workforce. In January 2025, Corpay published its latest Corporate Responsibility & Sustainability Report (CRS Report), in which we provided detailed information about the Company’s views and approaches regarding environmental, social and governance issues.
Our parking solutions compete with similar offerings such as ParkMobile, ParkHub, Parking BOXX and FLASH. • Corporate Payments: Our corporate payments solutions compete with similar offerings from financial institutions, such as, American Express, Coupa, AvidXchange, Bill.com and Convera. • Lodging Payments: Our lodging solutions compete with similar offerings from traditional travel management companies such as, American Express Global Business Travel, as well as in-house travel solutions at large corporations and airlines. • Other; Our gift and payroll card solutions compete with similar offerings from Fiserv, other special-purpose card issuers, and payroll companies.
Our parking solutions compete with similar offerings such as ParkMobile, ParkHub, Parking BOXX and FLASH. • Corporate Payments: Our corporate payments solutions compete with similar offerings from financial institutions, including American Express, Coupa, AvidXchange, Bill.com and Convera. • Lodging Payments: Our lodging solutions compete with similar offerings from traditional travel management companies such as, American Express Global Business Travel, as well as in-house travel solutions at large corporations and airlines. • Other; Our gift and payroll card solutions compete with similar offerings from Fiserv, other special-purpose card issuers and payroll companies. 9 Table of Contents Competitive Advantage In executing our strategy, we are advantaged by our competitive strengths: • Global Scale – We have strong market positions across four continents.
Human Capital As of December 31, 2023, FLEETCOR employed approximately 10,500 associates located in more than 21 countries around the world, with approximately 4,100 of those associates based in the U.S. At FLEETCOR, we strongly believe that talent is a strong determinant of the Company’s performance and success.
Human Capital As of December 31, 2024 , Corpay employed approximately 11,200 associates located in 24 countries around the world, with approximately 4,300 of those associates based in the U.S . At Corpay , we strongly believe that talent is a determinant of our performance and success.
We recognize the importance of state-of-the-art, secure, efficient, and reliable technology in our business and have made significant investments in our applications and infrastructure. In 2023, we spent appro ximat ely $370 million i n capital a nd operating expenses to operate, protect, and enhance our technology.
We recognize the importance of state-of- the-art, s ecure, efficient and reliable technology in our business and have made significant investments in our applications and infrastructure. In 2024 , we spent approximately $380 million in capital and operating expenses to operate, protect and enhance our technology.
With respect to our gift solutions, third-party distribution is generally provided by other companies, who are reliant on access to our systems to meet their distribution obligations. We capitalize on our products’ specialization by deploying product-dedicated sales forces to target specific customer segments.
With respect to our gift solutions, third-party distribution is generally provided by other companies, who are reliant on access to our systems to meet their distribution obligations.
Parking – Our parking app for mobile devices allows millions of consumers and fleets to pay for parking in seconds, replacing the use of coins or cash for parking. Our solution also allows business fleets the ability to manage their vehicles from anywhere, add and remove authorized drivers and pay in a secured and approved modality.
Our solution also allows business fleets the ability to manage their vehicles from anywhere, add and remove authorized drivers and pay in a secured and approved modality.
Our ERGs allow a safe space for traditionally underrepresented employees to connect and discuss experiences. The ERGs also provide FLEETCOR with perspectives on the unique needs and lived experiences of those who are traditionally underrepresented. Employee Wellness FLEETCOR’s benefits programs are designed to meet the evolving needs of a diverse workforce across the globe.
The ERGs also provide Corpay with perspectives on the unique needs and lived experiences of our employees. Employee Wellness Corpay’s benefits programs are designed to meet the evolving needs of our workforce across the globe.
AP Automation – We offer AP Automation solutions with options that are purpose-built for the simplest small business to the most complex large enterprise. We initiate, manage and guarantee payment of all company-approved bills to all domestic and international vendors through whichever payment modalities the vendors allow, such as automated clearing house (ACH), wire, check or payment card.
We initiate, manage and guarantee payment of all company-approved bills to all domestic and international vendors through whichever payment modalities the vendors allow, such as virtual card, automated clearing house (ACH), wire or check.
This solution may be sold in conjunction with our AP Automation and Virtual Card solutions. 7 Table of Contents Trade settlement and payment delivery is facilitated through a global network of correspondent banks, in-country payment gateways and technology providers, enabling us to send payments to recipients in over 200 countries and 145 currencies.
Trade settlement and payment delivery is facilitated through a global network of correspondent banks, in-country payment gateways and technology providers, enabling us to send payments to recipients in over 200 countries and 145 currencies. Our customers rely on us to deliver personalized service and customer solutions.
Clarke was a marketing manager for General Electric Company, a diversified technology, media, and financial services corporation. Tom Panther has been our Chief Financial Officer since May 2023. Prior to joining FLEETCOR, Mr. Panther served as the CFO at EVO Payments, Inc.
Clarke was a marketing manager for General Electric Company, a diversified technology, media and financial services corporation. Tom Panther has been our Chief Financial Officer since May 2023 and will be leaving Corpay effective March 15, 2025 to become the Chief Financial Officer of the National Christian Foundation. Prior to joining Corpay, Mr.
These efforts also may divert management and employee attention from other business initiatives. 11 Table of Contents Certain of our products that access payment networks require compliance with Payment Card Industry (PCI) data security standards.
We incur and expect to continue to incur significant and ongoing operating costs as part of our efforts to comply with applicable laws and regulations regarding personal information. These efforts also may divert management and employee attention from other business initiatives. Certain of our products that access payment networks require compliance with Payment Card Industry (PCI) data security standards.
At merchant locations, payment via electronic 6 Table of Contents tags is faster, safer and more secure for customers, which in turn increases loyalty and throughput for merchants and eliminates the handling of cash.
At merchant locations, payment via electronic tags is faster, safer and more secure for customers, which in turn increases loyalty and throughput for merchants and eliminates the handling of cash. Parking – Our parking app for mobile devices allows millions of consumers and fleets to instantaneously pay for parking, replacing the use of coins or cash for parking.
We offer fuel solutions to businesses and government entities who operate vehicle fleets, as well as to consumers primarily in Brazil, Mexico and Europe.
Fuel – Our fuel solutions are used by customers to pay and control spending for fuel for vehicles and fleets. Our fuel solutions are fuel type agnostic (fossil fuel, electricity, etc.). We offer fuel solutions to businesses and government entities who operate vehicle fleets, as well as to consumers primarily in Brazil, Mexico and Europe.
Non-banks that provide certain financial services are required to register with FinCEN as “money services businesses” (MSB). Certain of our subsidiaries are registered as MSBs.
Numerous other countries have also enacted or proposed new or enhanced AML legislation and regulations applicable to us. Non-banks that provide certain financial services are required to register with FinCEN as “money services businesses” (MSB). Certain of our subsidiaries are registered as MSBs.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

83 edited+17 added−27 removed178 unchanged
Biggest changeUnder current accounting standards, we are required to amortize certain intangible assets over the useful life of the asset, while goodwill and indefinite-lived intangible assets are not amortized. On at least an annual basis, we assess whether there have been impairments in the carrying value of goodwill and indefinite-lived intangible assets.
Biggest changeThese assets consist primarily of goodwill and identified intangible assets associated with our acquisitions, which may increase in the future in connection with new acquisitions. Under current accounting standards, we are required to amortize certain intangible assets over the useful life of the asset, while goodwill and indefinite-lived intangible assets are not amortized.
Other than a previously disclosed unauthorized access incident during the second quarter of 2018, we are not aware of any material breach of our or our associated third parties’ computer systems, although we and others in our industry are regularly the subject of attempts by bad actors to gain unauthorized access to these computer systems and data or to obtain, change or destroy confidential data (including personal consumer information of individuals) through a variety of means. 17 Table of Contents Because techniques used to sabotage or obtain unauthorized access to our systems and the data we collect change frequently and may not be recognized until launched against a target, especially considering heightened threats and risks associated with artificial intelligence, we may be unable to anticipate these techniques or to implement adequate preventative measures.
Other than an unauthorized access incident during the second quarter of 2018, previously disclosed in 2018, we are not aware of any material breach of our or our associated third parties’ computer systems, although we and others in our industry are regularly the subject of attempts by bad actors to gain unauthorized access to these computer systems and data or to obtain, change or destroy confidential data (including personal consumer information of individuals) through a variety of means. 17 Table of Contents Because techniques used to sabotage or obtain unauthorized access to our systems and the data we collect change frequently and may not be recognized until launched against a target, especially considering heightened threats and risks associated with artificial intelligence, we may be unable to anticipate these techniques or to implement adequate preventative measures.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Material Cash Requirements and Uses of Cash;” • covenants relating to our debt may limit our ability to enter into certain contracts, pay dividends or to obtain additional financing for acquisitions, working capital, capital expenditures and other general corporate activities, including to react to changes in our business or the industry in which we operate; • events outside our control, including volatility in the credit markets or a significant rise in fuel prices, may make it difficult to renew our Securitization Facility on terms acceptable to us and limit our ability to timely fund our working capital needs; • the amount of receivables that qualify under our Securitization Facility could decrease, which could materially and adversely impact our liquidity; • we may be more vulnerable than our less leveraged competitors to the impact of economic downturns and adverse developments in the industry in which we operate; and • we are exposed to the risk of increased interest rates because our borrowings are generally subject to variable or floating rates of interest.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Material Cash Requirements and Uses of Cash;” • covenants relating to our debt may limit our ability to enter into certain contracts, pay dividends or to obtain additional financing for acquisitions, working capital, capital expenditures and other general corporate activities, including to react to changes in our business or the industry in which we operate; • events outside our control, including volatility in the credit markets or a significant rise in fuel prices, may make it difficult to renew our Securitization Facility on terms acceptable to us and limit our ability to timely fund our working capital needs; • the amount of receivables that qualify under our Securitization Facility could decrease, which could materially and adversely impact our liquidity; • we may be more vulnerable than our less leveraged competitors to the impact of economic downturns, significant global events and adverse developments in the industry in which we operate; and • we are exposed to the risk of increased interest rates because our borrowings are generally subject to floating rates of interest.
Adverse macroeconomic conditions within the U.S. or internationally, including but not limited to recessions, inflation, rising interest rates, labor shortages and disputes, high unemployment, currency fluctuations, actual or anticipated large-scale defaults or failures, terrorist attacks, prolonged or recurring government shutdowns, regional or domestic hostilities, economic sanctions and the prospect or occurrence or more widespread conflicts, rising energy prices, or a slowdown of global trade, and reduced consumer, small business, government, and corporate spending, have a direct impact on the demand for fuel, business-related products and services, or payment card services in general.
Adverse macroeconomic conditions within the U.S. or internationally, including but not limited to recessions or economic downturns, inflation, rising interest rates, labor shortages and disputes, high unemployment, currency fluctuations, actual or anticipated large-scale defaults or failures, terrorist attacks, prolonged or recurring government shutdowns, regional or domestic hostilities, economic sanctions (including tariffs) and the prospect or occurrence or more widespread conflicts, rising energy prices, or a slowdown of global trade, and reduced consumer, small business, government and corporate spending, have a direct impact on the demand for fuel, business-related products and services, or payment card services in general.
In addition, acquisitions may expose us to geographic or business markets in which we have little or no prior experience, present difficulties in retaining the customers of the acquired business and present difficulties and expenses associated with new regulatory requirements, competition controls or investigations.
Acquisitions may expose us to geographic or business markets in which we have little or no prior experience, present difficulties in retaining the customers of the acquired business and present difficulties and expenses associated with new regulatory requirements, competition controls or investigations.
Until the remediation plan is fully implemented, tested and deemed effective, we cannot provide assurance that our actions will adequately remediate the material weaknesses or that additional material weaknesses in our internal controls will not be identified in the future.
Until the remediation plan is fully implemented, tested and deemed effective, we cannot provide assurance that our actions will adequately remediate the material weakness or that additional material weaknesses in our internal controls will not be identified in the future.
Additionally, the regulatory regimes for derivatives in the U.S., U.K., and European Union, such as under the Dodd-Frank Act and the Markets in Financial Instruments Directive (MiFID II) are continuing to evolve and changes to such regimes, our designation under such regimes, our associated costs for entering into derivatives transactions or the implementation of new rules under such regimes, such as future registration requirements and increased regulation of derivative contracts, may result in additional costs to our business.
Additionally, the regulatory regimes for derivatives in the U.S., U.K. and European Union, such as under the Dodd-Frank Act and the Markets in Financial Instruments Directive (MiFID II) are continuing to evolve and changes to such regimes, our status under such regimes, our associated costs for entering into derivatives transactions or the implementation of new rules under such regimes, such as future registration requirements and increased regulation of derivative contracts, may result in additional costs to our business.
The provisions of the Dodd-Frank Act requiring central clearing of OTC derivatives, or a market shift toward standardized derivatives, could reduce the risk associated with such transactions, but under certain circumstances could also limit our ability to develop derivatives that best suit the needs of our clients and to hedge our own risks, and could adversely affect our profitability and increase our credit exposure to such platform.
The provisions of the Dodd-Frank Act requiring central clearing of over-the-counter (OTC) derivatives, or a market shift toward standardized derivatives, could reduce the risk associated with such transactions, but under certain circumstances could also limit our ability to develop derivatives that best suit the needs of our clients and to hedge our own risks and could adversely affect our profitability and increase our credit exposure to such platform.
We have controls and documented measures to mitigate these risks but these mitigating controls might not reduce the duration, scope or severity of an outage in time to avoid adverse effects. We may experience software defects, system errors, computer viruses and development delays, which could damage customer relationships, decrease our profitability and expose us to liability.
Although, we have controls and documented measures to mitigate these risks, these mitigating controls might not reduce the duration, scope or severity of an outage in time to avoid adverse effects. We may experience software defects, system errors, computer viruses and development delays, which could damage customer relationships, decrease our profitability and expose us to liability.
In addition, international acquisitions often involve additional or increased risks including difficulty managing geographically separated organizations, systems and facilities, difficulty integrating personnel with diverse business backgrounds, languages and organizational cultures, difficulty and expense introducing our corporate policies or controls and increased expense to comply with foreign regulatory requirements applicable to acquisitions.
International acquisitions often involve additional or increased risks including difficulty managing geographically separated organizations, systems and facilities, difficulty integrating personnel with diverse business backgrounds, languages and organizational cultures, difficulty and expense introducing our corporate policies or controls and increased expense to comply with foreign regulatory requirements applicable to acquisitions.
Derivative transactions may also involve the risk that documentation has not been properly executed, that executed agreements may not be enforceable against the counterparty, or that obligations under such agreements may not be able to be “netted” against other obligations with such counterparty. In addition, counterparties may claim that such transactions were not appropriate or authorized.
Derivative transactions may also involve the risk that documentation has not been properly executed, that executed agreements may not be enforceable against the counterparty, or that obligations under such agreements may not be able to be "netted" against other obligations with such counterparty. In addition, counterparties may claim that such transactions were not appropriate or authorized.
Corporate Payments solutions faces a variety of competitors, some of which have greater financial resources, name recognition and scope and breadth of products and services. Competitors in the Lodging solutions include travel agencies, online lodging discounters, internal corporate procurement and travel resources, and independent services companies.
Corporate Payments solutions faces a variety of competitors, some of which have greater financial resources, name recognition and scope and breadth of products and services. Competitors in the Lodging solutions include travel agencies, online lodging discounters, internal corporate procurement and travel resources and independent lodging and services providers.
In addition, we and our subsidiaries may incur substantial additional indebtedness in the future, including through our Securitization Facility.
We and our subsidiaries may incur substantial additional indebtedness in the future, including through our Securitization Facility.
Rules adopted under the Dodd-Frank Act by the CFTC in the U.S., provisions of the European Market Infrastructure Regulation and its technical standards in the UK and EU, as well as derivative reporting in Canada and Australia, have subjected certain of the foreign exchange derivative contracts we offer to our customers as part of our Cross-Border solutions to reporting, record keeping, and other requirements.
Rules adopted under the Dodd-Frank Act by the CFTC in the U.S., provisions of the European Market Infrastructure Regulation and its technical standards in the UK and EU, as well as derivative reporting in Canada and Australia, subject certain of the foreign exchange derivative contracts we offer to our customers as part of our Cross-Border solutions to reporting, record keeping and other requirements.
As described in the Legal Proceedings section below, we are required to comply with an Order issued by the U.S. District Court for the Northern District of Georgia on June 8, 2023 (the “FTC Order”). The FTC Order requires us, among other things, to comply with certain advertising, contracting, record maintenance, and reporting requirements for the U.S. Fleet business.
As described in the Legal Proceedings section below, we are required to comply with an Order issued by the U.S. District Court for the Northern District of Georgia on June 8, 2023 (the “FTC Order”). The FTC Order requires us, among other things, to comply with certain advertising, contracting, record maintenance and reporting requirements for the U.S. fuel card business.
In addition, changes in laws or regulations, including with respect to payment service providers, taxation, information technology, data transmission and the internet, revenues from non-U.S. operations or in the interpretation of existing laws or regulations, whether caused by a change in government or otherwise, could materially adversely affect our business, operating results and financial condition.
In addition, changes in laws or regulations, including with respect to payment service providers, taxation, tariffs, information technology, data transmission and revenues from non-U.S. operations, or in the interpretation of such existing laws or regulations, whether caused by a change in government or otherwise, could materially adversely affect our business, operating results and financial condition.
Over-the-counter (OTC) derivatives are a core product offered by the Cross-Border business. Non-centrally cleared OTC derivatives can have certain advantages over exchange-traded and centrally cleared derivatives. Some derivative types are only available to be traded as non-centrally cleared OTC. In other cases, exchange-traded equivalents are less liquid or less cost-effective in gaining or hedging certain market exposures.
OTC derivatives are a core product offered by the Cross-Border solution. Non-centrally cleared OTC derivatives can have certain advantages over exchange-traded and centrally cleared derivatives. Some derivative types are only available to be traded as non-centrally cleared OTC. In other cases, exchange-traded equivalents are less liquid or less cost-effective in gaining or hedging certain market exposures.
Laws, governmental regulations and contractual obligations designed to protect or limit access to personal information could adversely affect our ability to effectively provide our services. Governmental bodies in the U.S. and abroad have adopted, or are considering the adoption of, laws and regulations granting consumer rights to, restricting the transfer of, and requiring safeguarding of, personal information.
Laws, governmental regulations and contractual obligations designed to protect or limit access to personal information could adversely affect our ability to effectively provide our services. 27 Table of Contents Governmental bodies in the U.S. and abroad have adopted, or are considering the adoption of, laws and regulations granting consumer rights to, restricting the transfer of and requiring safeguarding of, personal information.
Increased regulation and compliance requirements are impacting these businesses by making it more costly for us to provide our solutions or by making it more cumbersome for businesses to do business with us.
Increased regulation and compliance requirements are impacting these businesses and our bank relationships by making it more costly for us to provide our solutions or by making it more cumbersome for businesses to do business with us.
In addition, we regularly engage in significant efforts to upgrade our products, services and underlying technology, which may or may not be successful in achieving broad acceptance or their intended purposes. 18 Table of Contents The solutions we deliver are designed to process complex transactions and provide reports and other information on those transactions, all at high volumes and processing speeds.
In addition, we regularly engage in significant efforts to upgrade our products, services and underlying technology, which may or may not be successful in achieving broad acceptance or their intended purposes. The solutions we deliver are designed to process complex transactions and provide reports and other information on those transactions, all at high volumes and processing speeds.
The occurrence of, or failure to remediate, these material weaknesses and any future material weaknesses in our internal control over financial reporting may adversely affect the accuracy and reliability and timeliness of our financial statements and have other consequences that could materially and adversely affect our business.
The occurrence of, or failure to remediate, this material weakness and any future material weaknesses in our internal control over financial reporting may adversely affect the accuracy and reliability and timeliness of our financial statements and have other consequences that could materially and adversely affect our business.
In Vehicle Payments 20 Table of Contents solutions, major oil companies, petroleum marketers and large financial institutions may choose to integrate fuel card services as a complement to their existing or complementary card products and services to adapt more quickly to new or emerging technologies, such as EVs, and changing opportunities, standards or customer requirements.
In Vehicle Payments solutions, major oil companies, petroleum marketers and large financial institutions may choose to integrate fuel card services as a complement to their existing or complementary card products and services to adapt more quickly to new or emerging technologies, such as EVs, and changing opportunities, standards or customer requirements.
If we are unable to successfully address sustainability enhancement, we may 28 Table of Contents lose partners or merchants, our stock price may be negatively impacted, our reputation may be negatively affected, and it may be more difficult for us to effectively compete. We contract with government entities and are subject to risks related to our governmental contracts.
If we are unable to successfully address sustainability enhancement, we may lose partners or merchants, our stock price may be negatively impacted, our reputation may be negatively affected, and it may be more difficult for us to effectively compete. We contract with government entities and are subject to risks related to our governmental contracts.
Our indebtedness currently outstanding, or as may be outstanding if we incur additional indebtedness, could have important consequences, including the following: • we may have difficulty satisfying our obligations under our debt facilities and, if we fail to satisfy these obligations, an event of default could result; • we may be required to dedicate a substantial portion of our cash flow from operations to required payments on our indebtedness, thereby reducing the availability of cash flow for acquisitions, working capital, capital expenditures and other general corporate activities.
Our indebtedness currently outstanding, or as may be outstanding if we incur additional indebtedness, could have important consequences, including the following: • we may have difficulty satisfying our obligations under our debt facilities and, if we fail to satisfy these obligations, an event of default could result; • we may be required to dedicate a substantial portion of our cash flow from operations to required payments on our indebtedness or posting collateral to our bank counterparties, thereby reducing the availability of cash flow for 29 Table of Contents acquisitions, working capital, capital expenditures and other general corporate activities.
Nation-state actors have in the past carried out, and may in the future carry out, cyber-attacks to achieve their aims and goals, which may include espionage, information operations, monetary gain, ransomware, disruption, and destruction. In February 2022, the U.S.
Nation-state actors have in the past carried out, and may in the future carry out, cyber- attacks to achieve their aims and goals, which may include espionage, information operations, monetary gain, ransomware, disruption and destruction.
If we fail to adequately assess and monitor credit risks of our customers, we could experience an increase in credit loss. We are subject to the credit risk of our customers which range in size from small sole proprietorships to large publicly traded companies.
If we fail to adequately assess and monitor credit risks or fraud of or by, our customers or third parties, we could experience an increase in credit loss. We are subject to the credit risk of our customers which range in size from small sole proprietorships to large publicly traded companies.
In some proceedings, the claimant seeks damages as well as other relief, which, if granted, would require expenditures on our part or changes in how we conduct business.
In some proceedings, the claimant seeks 28 Table of Contents damages as well as other relief, which, if granted, would require expenditures on our part or changes in how we conduct business.
This risk includes the exposure generated when we write derivative contracts to our customers as part of our cross-currency payments business, and we typically hedge the net exposure through offsetting contracts with established financial institution counterparties.
This risk includes the exposure generated when we write derivative contracts to our customers as part of our Cross-Border solution, and we typically hedge the net exposure through offsetting contracts with established financial institution counterparties.
Our compliance with these requirements has resulted, and may continue to result, in additional costs to our business and may impact our international payments provider business operations. Furthermore, our failure to comply with these requirements could result in fines and other sanctions, as well as necessitate a temporary or permanent cessation to some or all of our derivative related activities.
Our compliance with these requirements has resulted, and may continue to result, in additional costs to our business and may impact our Cross-Border solution. Furthermore, our failure to comply with these requirements could result in fines and other sanctions, as well as necessitate a temporary or permanent cessation to some or all of our derivative related activities.
Our card solutions include a variety of fees and charges associ ated with transactions, cards, reports, optional services and late payments. Revenues for late fees and finance charges represented approxima tely 4% of our consolidated revenue for the year ended December 31, 2023.
Our card solutions include a variety of fees and charges associ ated with transactions, cards, repo rts, optional services and late payments. Revenues for late fees and finance charges represented approximately 4% of our consolidated revenue for the year ended December 31, 2024 .
Similarly, prolonged adverse weather events, travel bans due to medical quarantine (such as the responses to the COVID-19 pandemic) or in response to natural catastrophes, especially those that impact regions in which we process a large number and amount of payment transactions, could adversely affect our transaction volumes.
Similarly, prolonged adverse weather events, travel bans as a result of medical quarantine, geopolitical conflicts or in response to natural catastrophes, especially those that impact regions in which we process a large number and amount of payment transactions, could adversely affect our transaction volumes.
The most broadly used OTC derivative at Cross-Border Solutions are foreign currency forwards, the most common financial tool used in the marketplace to hedge currency.
The most broadly used OTC derivative within the Cross-Border solution are foreign currency forwards, the most common financial tool used in the marketplace to hedge currency risk.
In addition, the risk of cyber-attacks has increased in connection with the military conflicts between Russia and Ukraine, as well as within the Middle East, and the resulting geopolitical conflicts.
In addition, the risk of cyber-attacks has increased in connection with the military and geopolitical conflicts around the world, including between Russia and Ukraine and within the Middle East.
Moreover, we may incur asset impairment 23 Table of Contents charges related to divestitures that reduce our profitability. Our divestiture activities may present financial, managerial and operational risks.
Moreover, we may incur asset impairment losses related to divestitures that reduce our profitability. Our divestiture activities may present financial, managerial and operational risks.
Changes in this regulatory environment, including changing interpretations and the implementation of new or varying regulatory requirements by the government, may significantly affect or change the manner in which we currently conduct some aspects of our business.
Our business in Canada is also subject to the PCMLTFA, which is a corollary to the BSA. Changes in this regulatory environment, including changing interpretations and the implementation of new or varying regulatory requirements by the government, may significantly affect or change the manner in which we currently conduct some aspects of our business.
Any alleged or actual failure to comply with these measures may subject us to government scrutiny, civil or criminal proceedings, sanctions, and other liabilities, which may have a material and adverse effect on our business, financial condition, and results of operations.
Our efforts to comply with changes may be costly and time consuming and will divert the attention of management. Any alleged or actual failure to comply with these measures may subject us to government scrutiny, civil or criminal proceedings, sanctions and other liabilities, which may have a material and adverse effect on our business, financial condition and results of operations.
In connection with our Cross-Border business, we are party to a large number of derivative transactions. Many of these derivative instruments are individually negotiated and non-standardized, which can make exiting, transferring or settling positions difficult.
Derivative transactions and delayed settlements may expose us to unexpected risk and potential losses. In connection with our Cross-Border solution, we are party to a large number of derivative transactions. Many of these derivative instruments are individually negotiated and non-standardized, which can make exiting, transferring or settling positions difficult.
We have identified material weaknesses in our internal control over financial reporting and, if we fail to remediate these material weaknesses, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business. As described under Item 9A.
Other We have identified a material weakness in our internal control over financial reporting and, if we fail to remediate this material weakness, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business.
Other group entities may be subject to additional foreign or local sanctions requirements in other relevant jurisdictions. 29 Table of Contents Similar AML and counter-terrorist financing and proceeds of crime laws apply to movements of currency and payments through electronic transactions and to dealings with persons specified in lists maintained by the country equivalent to OFAC lists in several other countries and require specific data retention obligations to be observed by intermediaries in the payment process.
Similar AML and counter-terrorist financing and proceeds of crime laws apply to movements of currency and payments through electronic transactions and to dealings with persons specified in lists maintained by the country equivalent to OFAC lists in several other countries and require specific data retention obligations to be observed by intermediaries in the payment process.
If a customer becomes insolvent, files for bankruptcy, commits fraud or otherwise fails to pay us, we may be exposed to the value of an offsetting position with such counterparties for the derivatives or may bear financial risk for those receivables where we have offered trade credit.
If a customer or financial institution counterparty becomes insolvent, files for bankruptcy, commits fraud or otherwise fails to pay us, we may be exposed to the value of one or more relevant offsetting positions or may bear financial risk for those receivables where we have offered trade credit.
As a result, new or expanded regulation focusing on business customers or changes in interpretation or enforcement of regulations, as well 26 Table of Contents as increased penalties and enforcement actions related to non-compliance, may have an adverse effect on our business and operating results, due to increased compliance costs and new restrictions affecting the terms under which we offer our products and services.
As a result, new or expanded regulation focusing on business customers or changes in interpretation or enforcement of regulations, as well as increased penalties and enforcement actions related to non-compliance, may have an adverse effect on our business and operating results, due to increased compliance costs and new restrictions affecting the terms under which we offer our products and services. 26 Table of Contents In addition, certain of our subsidiaries are subject to regulation under the BSA by FinCEN and must comply with applicable AML requirements, including implementation of an effective AML program.
Our primary competitors in the North American Fuel solutions are small regional and large independent fleet card providers, major oil companies and petroleum marketers that issue their own fleet cards, and major financial services companies that provide card services to major oil companies and petroleum marketers.
Our primary competitors in the Vehicle Payments solutions are small regional and large independent fleet card providers (some providing vouchers for food, fuel, tolls and transportation), major oil companies and petroleum marketers that issue their own fleet cards, banks and major financial services companies that provide card services to major oil companies and petroleum marketers.
For the year ended December 31, 2023, approxi mate ly 43% o f our revenue was denominated in currencies other than the U.S. dollar (primarily, British pound, Brazilian real, Canadian dollar, Russian ruble, Mexican peso, Czech koruna, euro, Australian dollar and New Zealand dollar).
For the year ended December 31, 2024, approximately 48% of our revenue was denominated in currencies other than the U.S. dollar (primarily, Brazilian real, British pound, euro, Canadian dollar, Australian dollar, Mexican peso, Czech koruna and New Zealand dollar).
The extent, severity, duration and outcome of the military conflicts, sanctions and resulting market disruptions could be significant and could potentially have substantial impact on the global economy and our business for an unknown period of time.
We are actively monitoring the changes and events and assessing the impact on our business. The extent, severity, duration and outcome of market disruptions could be significant and could potentially have substantial impact on the global economy and our business for an unknown period of time.
Third parties have in the past, and could in the future claim that our technologies and processes underlying our products and services infringe their intellectual property.
Claims by others that we or our customers infringe their intellectual property rights could harm our business. Third parties have in the past, and could in the future, claim that our technologies and processes underlying our products and services infringe their intellectual property.
While the transaction remains open there is always the chance of non-performance, especially is market movements make the contract less attractive, so we are subject to heightened credit and operational risk and in the event of a default.
While the transaction remains open there is always the chance of non-performance, especially if market movements make the contract less attractive, subjecting us to heightened credit and operational risk.
We may also have difficulty establishing or maintaining banking relationships needed to conduct our services due to banks’ policies. Increasing scrutiny and changing expectations from investors, customers and our employees with respect to our environmental, social and governance (ESG) practices may impose additional costs on us or expose us to new or additional risks.
Increasing scrutiny and changing expectations from investors, customers and our employees with respect to our environmental, social and governance (ESG) practices may impose additional costs on us or expose us to new or additional risks.
Similarly, because some of our solutions are independently marketed, certain other adverse events outside our control, like those companies’ failure to maintain their brands or a decrease in the size of their branded networks may adversely affect our ability to grow our revenue.
Similarly, because some of our solutions are independently marketed, certain other adverse events outside our control, like those companies’ failure to maintain their brands or a decrease in the size of their branded networks may adversely affect our ability to grow our revenue. 22 Table of Contents The loss of, failure to continue or failure to establish new relationships, or the weakness or decrease in size of companies with whom we maintain relationships, could adversely affect our ability to serve our customers and adversely affect our solutions and operating results.
If we fail to adequately manage our credit risks, our bad debt expense could be significantly higher than historic levels and adversely affect our business, operating results and financial condition. We may incur substantial losses due to fraudulent use of our payment solutions.
If we fail to adequately manage our credit risks or monitor for fraud, our bad debt expense could be significantly higher than historic levels and adversely affect our business, operating results and financial condition.
Risks related to our debt Our debt obligations, or our incurrence of additional debt obligations, could limit our flexibility in managing our business and could materially and adversely affect our financial performance. At December 31, 2023, we had approximatel y $6.7 billion of debt outstanding under our Credit Facility and Securitization Facility.
Risks related to our debt Our debt obligations, or our incurrence of additional debt obligations, could limit our flexibility in managing our business and could materially and adversely affect our financial performance. At December 31, 2024 , we had approximat ely $8.0 billion of debt outs tanding under our Credit Facility and Securitization Facility (each as defined herein).
Any factors that increase the cost of cross-border trade for us or our customers or that restrict, delay, or make cross-border trade more difficult or impractical, such as trade policy (including restrictions arising out of the Russian and Ukrainian conflict or the Middle East conflict) or higher tariffs, could negatively impact our revenues and harm our business.
Any factors that increase the cost for us, our bank relationships, or customers or that restrict, delay, or make delivering our solutions more difficult or impractical, such as trade policy or higher tariffs, could negatively impact our revenues and harm our business.
In addition, conducting and expanding our international operations subjects us to other political, economic, technological, operational and regulatory risks and difficulties that we do not generally face in the U.S. These risks and difficulties could negatively affect our international operations and, consequently, our operating results. Further, operating in international markets requires significant management attention and financial resources.
In addition, conducting and expanding our international operations subjects us to other political, economic, technological, operational and regulatory risks and difficulties that we do not generally face in the U.S.
Interchange fee amounts associated with our Mastercard network cards are affected by a number of factors, including regulatory limits in the U.S. and Europe and fee changes imposed by Mastercard.
A portion of our revenue is generated by network processing fees charged to merchants, known as interchange fees, associated with transactions processed using our Mastercard-branded cards. Interchange fee amounts associated with our Mastercard network cards are affected by a number of factors, including regulatory limits in the U.S. and Europe and fee changes imposed by Mastercard.
Revenue and profit generated by international operations may increase or decrease compared to prior periods as a result of changes in foreign currency exchange rates. Resulting exchange gains and losses are included in our net income.
Revenue and profit generated by international operations may increase or decrease compared to prior periods as a result of changes in foreign currency exchange rates. Resulting exchange gains and losses are included in our net incom e. In addition, we earn revenue in our Cross-Border solution from exchanges of currency at spot rates, which enable customers to make cross-currency payments.
Additionally, the counterparties to the 19 Table of Contents derivative financial instruments that we use in our international payments provider business to reduce our exposure to various market risks, including changes in foreign exchange rates, may fail to honor their obligations, which could expose us to risks we had sought to mitigate.
Further, during a declining economic environment, we may experience increased customer defaults and preference claims by bankrupt customers. 19 Table of Contents Additionally, the counterparties to the derivative financial instruments that we use in our Cross-Border solution to reduce our exposure to various market risks, including changes in foreign exchange rates, may fail to honor their obligations, which could expose us to risks we had sought to mitigate.
We may not be able to enter into such relationships on attractive terms, or at all, and these relationships may not be successful. In addition, partners, some of whom may be our competitors or potential competitors, may choose to develop competing solutions on their own or with third parties.
In addition, partners, some of whom may be our competitors or potential competitors, may choose to develop competing solutions on their own or with third parties.
The termination of our registration, or any changes in the payment network rules that would impair our registration, could require us to stop providing Mastercard payment processing services. If we are unable to find a replacement financial institution to provide sponsorship or become a member, we may no longer be able to provide such services to the affected customers.
If we are unable to find a replacement financial institution to provide sponsorship or become a member, we may no longer be able to provide such services to the affected customers. Changes in Mastercard interchange fees could decrease our revenue.
Such sanctions, and other measures, as well as countersanctions or other responses from Russia or other countries have adversely affected, and will adversely affect, the global economy and financial markets and could adversely affect our business, financial condition and results of operations or otherwise aggravate the other risk factors that we identify herein.
Extraordinary measures, such as sanctions and tariffs, will adversely affect the global economy and financial markets and could adversely affect our business, financial condition and results of operations or otherwise aggravate the other risk factors that we identify herein. We cannot predict the scope of macroeconomic factors because these measures are complex and evolving.
Some of the countries where we operate, and other countries where we will seek to operate, such as Brazil and Mexico, have undergone significant political, economic and social change in recent years, and the risk of unforeseen changes in these countries may be greater than in the U.S.
Some of the countries where we operate, and other countries where we will seek to operate, have undergone significant political, economic and social change and events (such as the military conflicts in Ukraine and the Middle East) in recent years, including the U.S.
In cases where the 27 Table of Contents currency market experiences significant disruption, our clients may take longer to post variation margin or collateral than what is required of our Cross-Border solution related to its own interbank counterparties, resulting in transitory periods of elevated liquidity risk. Derivative transactions and delayed settlements may expose us to unexpected risk and potential losses.
In cases where the currency market experiences significant disruption, our clients may take longer to remit funds for out-of-the- money positions and/or post collateral than what is required of our Cross-Border solution related to its own banking counterparties, resulting in extended periods of elevated liquidity risk.
We cannot be certain that the investment and additional resources required to establish, acquire or integrate operations in other countries will produce desired levels of revenue or profitability. 24 Table of Contents Our payment solutions' results are subject to seasonality, which could result in fluctuations in our quarterly financial results.
We cannot be certain that the investment and additional resources required to establish, acquire or integrate operations in other countries will produce desired levels of revenue or profitability. 20 Table of Contents We may incur substantial losses due to fraudulent use of our payment solutions.
Our Cross-Border solution depends on our relationships with banks and other financial institutions around the world, which may impose fees, restrictions and compliance burdens on us that make our operations more difficult or expensive. In our Cross-Border solution, we facilitate payment and foreign exchange solutions, primarily cross-border, cross-currency transactions, for small and medium size enterprises and other organizations.
Our Vehicle Payments and Corporate Payments solutions depend on relationships with banks and other financial institutions around the world, which may impose fees, restrictions and compliance burdens on us that make our operations more difficult or expensive. We facilitate payment and foreign exchange solutions for enterprises of all sizes using a global network of bank relationships.
If we do not comply with Mastercard requirements, it could seek 21 Table of Contents to fine us, suspend us or terminate our registration, which allows us to process transactions on its networks.
If we do not comply with Mastercard requirements, it could seek to fine us, suspend us or terminate our registration, which allows us to process transactions on its networks. The termination of our registration, or any changes in the payment network rules that would impair our registration, could require us to stop providing Mastercard payment processing services.
The success and growth of our solutions depend on the wide acceptability of such cards when our customers need to use them.
The failure to maintain and grow existing relationships, or establish new relationships, could adversely affect our revenues and operating results. The success and growth of our solutions depend on the wide acceptability of such cards when our customers need to use them.
The value of certain of our solutions depend, in part, on relationships with oil companies, fuel and lodging merchants, truck stop operators, airlines, sales channels, and other channels and partnerships to grow our business. The failure to maintain and grow existing relationships, or establish new relationships, could adversely affect our revenues and operating results.
Such volatility could make it more difficult to effectively utilize the cash generated by our operations, and may adversely affect our financial condition. The value of certain of our solutions depend, in part, on relationships with oil companies, fuel and lodging merchants, truck stop operators, airlines, sales channels and other channels and partnerships to grow our business.
Overall, increased competition in our markets could result in intensified pricing pressure, reduced profit margins, increased sales and marketing expenses and a failure to increase, or a loss of, market share. We may not be able to maintain or improve our competitive position against our current or future competitors, which could adversely affect our business, operating results and financial condition.
Overall, increased competition in our markets could result in intensified pricing pressure, reduced profit margins, increased sales and marketing expenses and a failure to increase, or a loss of, market share.
In the event of default on obligations by, or the failure of, one or more of these counterparties, we could incur significant losses, which could negatively impact our results of operations and financial condition. 22 Table of Contents We are subject to risks related to volatility in foreign currency exchange rates, and restrictions on our ability to utilize revenue generated in foreign currencies or funds held in foreign jurisdictions.
In the event of default on obligations by, or the failure of, one or more of these counterparties, we could incur significant losses, which could negatively impact our results of operations and financial condition.
Approximately 5% of our consolidated revenue du ring the year ended December 31, 2023 was derived from transactions where our revenue is tied to fuel price spreads.
We estimate during the year ended December 31, 2024 , approxim ately 8% of our consolidated revenue was directly influenced by the absolute price of fuel. Approximately 5% of our consolidated revenue during the year ended December 31, 2024 was derived from transactions where our revenue is tied to fuel price spread s.
Any failure to deliver an effective and secure product or service or any performance issue that arises with a new product or service could result in significant processing or reporting errors or other losses. We may rely on third parties to develop or co-develop our solutions or to incorporate our solutions into broader platforms for the commercial payments industry.
Any failure to deliver an effective and secure product or service or any performance issue that arises with a new product or service could result in significant processing or reporting errors or other 18 Table of Contents losses.
In addition, a majority of the revenue from our international payments provider business is from exchanges of currency at spot rates, which enable customers to make cross-currency payments. This solution also writes foreign currency forward and option contracts for our customers. The duration of these derivative contracts at inception is generally less than one year.
The Cross-Border solution also writes foreign currency derivative contracts for our customers. The duration of these derivative contracts at inception is generally less than one year.
We also expect to seek to expand our operations into various additional countries in Asia, Europe and Latin America as part of our growth strategy.
Our business may be adversely affected by geopol itical risks We have foreign operations in, or provide services for customers in more than 200 countries throughout North America, South America, Europe, Africa and Asia. We also expect to seek to expand our operations into various additional countries in Asia, Europe and Latin America as part of our growth strategy.
If new debt is added to our existing debt levels, the related risks that we will face would increase. Our balance sheet includes significant amounts of goodwill and intangible assets. The impairment of a significant portion of these assets would negatively affect our financial results.
If new debt is added to our existing debt levels, the related risks that we will face would increase.
Specifically, as a result of management’s evaluation, management identified the material weaknesses related to 1) ineffective information technology general controls (ITGCs) in the area of user access management over certain information technology systems used in the execution of controls that support the Company’s financial reporting processes and 2) ineffective controls related to the application of U.S.
“Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2023, we had identified a material weakness in our internal control over financial reporting related to ineffective information technology general controls (ITGCs) in the area of user access management over certain information technology systems used in the execution of controls that support the Company’s financial reporting processes.
We are actively monitoring the situations and assessing the impact on our business, and are continuing to refine our business continuity plan, which includes crisis response materials designed to mitigate the impact of disruptions to our business. Further, there can be no assurance that our plan will successfully mitigate all disruptions.
We continue to refine our business continuity plan, which includes crisis response materials designed to mitigate the impact of significant disruptions to our business, but there can be no assurance that our plan will successfully mitigate all disruptions. To date, we have not experienced any material interruptions in our infrastructure, technology systems or networks needed to support our operations.
Accordingly, despite our efforts, we may not be able to prevent third parties from infringing upon or misappropriating our intellectual property and proprietary information. 25 Table of Contents We cannot be certain that the steps we have taken will prevent the unauthorized use or the reverse engineering of our proprietary technology.
We cannot be certain that the steps we have taken will prevent the unauthorized use or the reverse engineering of our proprietary technology. Moreover, others may independently develop technologies that are competitive to ours or infringe our intellectual property.
This litigation could be costly and divert management resources, either of which could harm our business, operating results and financial condition.
This litigation could be costly and divert management resources, either of which could harm our business, operating results and financial condition. Accordingly, despite our efforts, we may not be able to prevent third parties from infringing upon or misappropriating our intellectual property and proprietary information.
These restrictions may make it more difficult to effectively utilize the cash generated by our operations and may adversely affect our financial condition. Our expansion through acquisitions may divert our management’s attention and result in unexpected operating or integration difficulties or increased costs and dilution to our stockholders, and we may never realize the anticipated benefits.
There can be no assurance that our brand promotion activities will be successful. 23 Table of Contents Our expansion through acquisitions may divert our management’s attention and result in unexpected operating or integration difficulties or increased costs and dilution to our stockholders, and we may never realize the anticipated benefits.
Moreover, others may independently develop technologies that are competitive to ours or infringe our intellectual property. The enforcement of our intellectual property rights also depends on our legal actions against these infringers being successful, and we cannot be sure these actions will be successful, even when our rights have been infringed.
The enforcement of our intellectual property rights also depends on our legal actions against these infringers being successful, and we cannot be sure these actions will be successful, even when our rights have been infringed. 25 Table of Contents Furthermore, effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country in which we may offer our products and services.
The volatility is due to many factors outside our control, including new oil production or production slowdowns, supply and demand for oil and gas and market expectations of future supply and demand, merchant mix and fuel type, political conditions, actions by OPEC and other major oil producing countries, speculative trading, government regulation, weather and general economic conditions.
The volatility could be due to many factors outside our control, such as geopolitical risk, pandemics, new oil production or slowdowns, shifting of customer preferences (e.g., shift to EV), actions by the Organization of the Petroleum Exporting Countries (OPEC) and others, speculative trading, changing government regulation, and weather and general economic conditions.
There can be no assurance that our brand promotion activities will be successful. If one or more of our counterparty financial institutions default on their financial or performance obligations to us or fail, we may incur significant losses.
The International Swaps and Derivatives Association (ISDA) Protocols and these rules and regulations extend to repurchase agreements and other instruments that are not derivative contracts. If one or more of our counterparty financial institutions default on their financial or performance obligations to us or fail, we may incur significant losses.

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Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

8 edited+2 added−2 removed15 unchanged
Biggest changeEstimating an amount or range of possible losses resulting from litigation proceedings is inherently difficult and requires an extensive degree of judgment, particularly where, as here, the matters involve indeterminate claims for monetary damages and 33 Table of Contents are in the stages of the proceedings where key factual and legal issues have not been resolved.
Biggest changeAny settlement of this matter, or defense against the lawsuit, could involve costs to the Company, including legal fees, redress, penalties and remediation expenses. 33 Table of Contents Estimating an amount or range of possible losses resulting from litigation proceedings is inherently difficult and requires an extensive degree of judgment, particularly where, as here, the matters involve indeterminate claims for monetary damages and are in the stages of the proceedings where key factual and legal issues have not been resolved.
FLEETCOR cross-moved for summary judgment regarding the FTC’s ability to seek monetary or injunctive relief on May 17, 2021.
The Company cross-moved for summary judgment regarding the FTC’s ability to seek monetary or injunctive relief on May 17, 2021.
ITEM 3. 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").
ITEM 3. LEGAL PROCEEDINGS In the ordinary course of business, Corpay, Inc. and its subsidiaries (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").
On August 17, 2023, the FTC Commission ordered that the stay of the parallel Section 5 administration action will remain in place during the pendency of the Eleventh Circuit appeal. The Company has incurred and continues to incur legal and other fees related to this FTC complaint.
On August 17, 2023, the FTC Commission ordered that the stay of the parallel Section 5 administration action will remain in place during the pendency of the Eleventh Circuit appeal. Oral argument in the Eleventh Circuit appeal was held on January 21, 2025. The Company has incurred and continues to incur legal and other fees related to this FTC complaint.
Following mediation, both parties filed proposed orders with the Court. On June 8, 2023, the Court issued an Order for Permanent Injunction and Other Relief. The Company filed its notice of appeal to the United States Court of Appeals for the Eleventh Circuit on August 3, 2023.
On June 8, 2023, the Court issued an Order for Permanent Injunction and Other Relief. The Company filed its notice of appeal to the United States Court of Appeals for the Eleventh Circuit on August 3, 2023.
For these reasons, the Company is currently unable to predict the ultimate timing or outcome of, or reasonably estimate the possible losses or a range of possible losses resulting from, the matters described above.
For these reasons, the Company is currently unable to predict the ultimate timing or outcome of, or reasonably estimate the possible losses or a range of possible losses resulting from, the matters described above. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 34 Table of Contents PART II
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.
FTC Matter In October 2017, the Federal Trade Commission (FTC) issued a Notice of Civil Investigative Demand to the Company for the production of documentation and a request for responses to written interrogatories.
Apart from the jurisdiction and statutory change, the FTC’s administrative complaint makes the same factual allegations as the FTC’s original complaint filed in December 2019. The Company opposed the FTC’s motion for a stay or to voluntarily dismiss, and the court denied the FTC’s motion on February 7, 2022. In the meantime, the FTC’s administrative action is stayed.
Apart from the jurisdiction and statutory change, the FTC’s administrative complaint makes the same factual allegations as the FTC’s original complaint filed in December 2019. The FTC’s administrative action was stayed pending resolution of the case in federal court.
Removed
The Company intends to appeal this decision after final judgment is issued. On October 20-21, 2022, the court held a hearing on the scope of injunctive relief. At the conclusion of the hearing, the Court did not enter either the FTC’s proposed order or the Company’s proposed order, and instead suggested that the parties enter mediation.
Added
The defendants dispute the allegations in the derivative complaints and intend to vigorously defend against the claims. On May 1, 2024, both pending derivative cases were transferred to the Fulton County Metro Atlanta Business Case Division and consolidated as In re Corpay, Inc. Shareholder Derivative Litigation , CAFN 2023CV383303 (consolidated with CAFN 2023CV381421).
Removed
Any settlement of this matter, or defense against the lawsuit, could involve costs to the Company, including legal fees, redress, penalties, and remediation expenses.
Added
On July 10, 2024, the defendants filed a motion to dismiss the consolidated lawsuit. The defendants dispute the allegations in the consolidated derivative action and intend to vigorously defend against the claims.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+1 added−3 removed4 unchanged
Biggest changeThe Company repurchased 2,597,954 common shares totaling $687 million in 2023; 6,212,410 common shares totaling $1.4 billion in 2022 and 5,451,556 common shares totaling $1.4 billion in 2021.
Biggest changeThere were 4,211,818 common shares totaling $1.3 billion in 2024 ; 2,597,954 common shares totaling $0.7 billion in 2023 ; and 6,212,410 common shares totaling $1.4 billion in 2022 repurchased under the Program. Repurchased shares are held as treasury stock on the Company's Consolidated Balance Sheets.
The following table presents information with respect to purchase of common stock of the Company made during the three months ended December 31, 2023 by the Company as defined in Rule 10b-18(a)(3) under the Exchange Act: Period Total Number of Shares Purchased 1 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) October 1, 2023 through October 31, 2023 325 $ 235.28 — November 1, 2023 through November 30, 2023 14 $ 233.41 — December 1, 2023 through December 31, 2023 563,703 $ 254.01 563,703 $ 558,853 1 During the quarter ended December 31, 2023, pursuant to our Stock Incentive Plan, we withheld 339 shares, at an average price per share of $235.20, in order to satisfy employees' tax withholding obligations in connection with the vesting of awards of restricted stock. 35 Table of Contents PERFORMANCE GRAPH The following graph assumes $100 invested on December 31, 2018, at the closing price ($185.72) of our common stock on that day, and compares (a) the percentage change of our cumulative total stockholder return on the common stock (as measured by dividing (i) the difference between our share price at the end and the beginning of the period presented by (ii) the share price at the beginning of the periods presented) with (b) (i) the Russell 2000 Index, (ii) the S&P 500 ® Data Processing & Outsourced Services and (iii) S&P 500.
The following table presents information with respect to purchase of common stock of the Company made during the three months ended December 31, 2024 by the Company as defined in Rule 10b-18(a)(3) under the Exchange Act: Period Total Number of Shares Purchased 1 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) October 1, 2024 through October 31, 2024 581 $ 336.31 — November 1, 2024 through November 30, 2024 651,967 $ 374.26 — December 1, 2024 through December 31, 2024 — $ — — $ 1,275,399 1 During the quarter ended December 31, 2024 , pursuant to our Stock Incentive Plan, we withheld 652,548 shares, at an average price per share of $374.22, in order to satisfy employees' tax withholding obligations in connection with the vesting of awards of restricted stock. 35 Table of Contents PERFORMANCE GRAPH The following graph assumes $100 invested on December 31, 2019, at the closing price ($287.72) of our common stock on that day and compares (a) the percentage change of our cumulative total stockholder return on the common stock (as measured by dividing (i) the difference between our share price at the end and the beginning of the period presented by (ii) the share price at the beginning of the periods presented) with (b) (i) the Russell 2000 Index, (ii) the S&P 500 ® Data Processing & Outsourced Services and (iii) S&P 500.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on the New York Stock Exchange (NYSE) under the ticker FLT. As of December 31, 2023, there were 454 h olders o f record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on the NYSE under the ticker CPAY. As of December 31, 2024 , there were 313 h olders of record of our common stock.
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 stock repurchases may be made at time s 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.
Since the beginning of the Program through December 31, 2023, the Company repurchased 28,878,862 shares for an aggregate purcha se price of $6.5 billion, leaving the Company up to $1.6 billion of remaining authorization available under the Program for future repurchases of shares of its common stock.
Since the beginning of the Program through December 31, 2024 , 33,090,680 shares have been repurchased for an aggregate purchase price of $7.8 billion , leaving the Company up to $1.3 billion of remaining authorization available under the Program for future repurchases in shares of its common stock.
The Company's Board of Directors (the "Board") has approved a stock repurchase prog ram (as updated from time to time, the "Program") authorizing the Company to repurchase its common stock from time to time until February 4, 2025. On January 25, 2024, the Board authorized an increase to the aggregate size of the Program by $1.0 billion to $8.1 billion.
The Company's 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 4, 2026.
Removed
On August 18, 2023, as part of the Program, the Company entered an accelerated share repurchase ("ASR") agreement ("2023 ASR Agreement") with a third-party financial institution to repurchase $450 million of its common stock.
Added
On January 25, 2024, the Board authorized an increase to the aggregate size of the Program by $1.0 billion to $8.1 billion , and on November 5, 2024, the Board authorized an in crease to the aggregate size of the Program by another $1.0 billion to $9.1 billion .
Removed
Pursuant to the 2023 ASR Agreement, the Company delivered $450 million in cash and received 1,372,841 shares based on a stock price of $262.23 on August 18, 2023.
Removed
The transactions contemplated by the 2023 ASR Agreement was completed on September 26, 2023, at which time the Company received 293,588 additional shares based on a final weighted average per share purchase price during the repurchase period of $270.04. Any stock repurchases may be made at times and in such amounts as deemed appropriate.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

149 edited+68 added−74 removed43 unchanged
Biggest changeSet forth below is a reconciliation of adjusted net income and adjusted net income per diluted share to the most directly comparable GAAP measure, net income and net income per diluted share (in thousands, except per share amounts)*: Year Ended December 31, (Unaudited) 2023 2022 Net income $ 981,890 $ 954,327 Net income per diluted share $ 13.20 $ 12.42 Stock-based compensation 116,086 121,416 Amortization 1 233,870 238,020 Loss on extinguishment of debt — 1,934 Integration and deal related costs 30,660 18,895 Restructuring, related and other costs 2 3,825 6,690 Legal settlements/litigation 2,750 6,051 Gain on disposition of business (13,712) — Total pre-tax adjustments 373,479 393,006 Income taxes 3 (96,781) (110,634) Adjusted net income $ 1,258,588 $ 1,236,699 Adjusted net income per diluted share $ 16.92 $ 16.10 Diluted shares 74,387 76,862 1 Includes amortization related to intangible assets, premium on receivables, deferred financing costs and debt discounts. 2 Includes impact of foreign currency transactions; prior amounts were not material for recast ($1.7 million loss for the year). 3 Includes $9 million adjustment for tax benefit of certain income determined to be permanently invested in Q2 2022.
Biggest changeSe t forth below is a reconciliation of adjusted net income attributable to Corpay and adjusted net income per diluted share attributable to Corpay to the most directly comparable GAAP measure, net income attributable to Corpay and net income per diluted share attributable to Corpay (in millions, except per share amounts)*: Year Ended December 31, 2024 2023 Net income attributable to Corpay $ 1,003.7 $ 981.9 Net income per diluted share attributable to Corpay $ 13.97 $ 13.20 Stock-based compensation 116.7 116.1 Amortization 1 239.0 233.9 Loss on extinguishment of debt 5.0 — Integration and deal related costs 33.7 30.7 Restructuring and related costs 2 9.3 4.6 Other 2,3 19.1 2.0 Goodwill impairment 90.0 — Gain on disposition of business (121.3) (13.7) Total adjustments 391.5 373.5 Income tax impact of pre-tax adjustments at the effective tax rate 4 (98.7) (96.8) Discrete tax items 5 67.5 — Adjusted net income attributable to Corpay $ 1,364.1 $ 1,258.6 Adjusted net income per diluted share attributable to Corpay $ 19.01 $ 16.92 Diluted shares 71.8 74.4 1 Includes amortization related to intangible assets, premium on receivables, deferred financing costs and debt discounts. 2 Certain prior period amounts have been reclassified to conform with current period presentation. 3 Includes losses and gains on foreign currency transactions, certain legal expenses, amortization expense attributable to the Company's noncontrolling interest and taxes associated with stock-based compensation programs. 4 Represents provision for income taxes of pre-tax adjustments, excluding the impact of our gain on disposition and discrete tax item referenced. 5 Represents discrete non-cash tax provision recognized in the fourth quarter of 2024 related to a prior tax planning strategy and taxes on net gain realized upon disposition of our U.S. merchant solutions business within Vehicle Payments segment of $47.8 million. * Columns may not calculate due to rounding. 55 EBITDA, Adjusted EBITDA Measures.
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.
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.
Sources of Expenses We incur expenses in the following categories: • Processing —Our processing expenses consist of expenses related to processing transactions, servicing our customers and merchants, credit losses and cost of goods sold related to our hardware and card sales in certain businesses. • Selling —Our selling expenses consist primarily of wages, benefits, sales commissions (other than merchant commissions) and related expenses for our sales, marketing and account management personnel and activities. • General and administrative —Our general and administrative expenses include compensation and related expenses (including stock-based compensation and bonuses) for our employees, finance and accounting, information technology, human resources, legal and other administrative personnel.
Sources of Expenses We routinely incur expenses in the following categories: • Processing —Our processing expenses consist of expenses related to processing transactions, servicing our customers and merchants, credit losses and cost of goods sold related to our hardware and card sales in certain businesses. • Selling —Our selling expenses consist primarily of wages, benefits, sales commissions (other than merchant commissions) and related expenses for our sales, marketing and account management personnel and activities. • General and administrative —Our general and administrative expenses include compensation and related expenses (including stock-based compensation and bonuses) for our employees, finance and accounting, information technology, human resources, legal and other administrative personnel.
These factors affected our businesses in each of our segments. • Foreign currency changes —Our results of operations are significantly impacted by changes in foreign currency exchange rates; namely, by movements of the Australian dollar, Brazilian real, British pound, Canadian dollar, Czech koruna, euro, Mexican peso, New Zealand dollar and Russian ruble (for periods prior to the disposition or our Russia business), relative to the U.S. dollar.
These factors affected our businesses in each of our segments. • Foreign currency changes —Our results of operations are significantly impacted by changes in foreign currency exchange rates; namely, by movements of the Australian dollar, Brazilian real , British pound, Canadian dollar, Czech koruna, euro, Mexican peso, New Zealand dollar and Russian ruble (for periods prior to the disposition of our Russia business), relative to the U.S. dollar.
Digital payments are faster and more secure than paper-based methods such as checks, and provide timely and detailed data that can be utilized to effectively reduce unauthorized purchases and fraud, automate data entry and reporting, and eliminate reimbursement processes. Combining this payment data with analytical tools delivers powerful insights, which managers can use to better run their businesses.
Digital payments are faster and more secure than paper-based methods such as checks and provide timely and detailed data that can be utilized to effectively reduce unauthorized purchases and fraud, automate data entry and reporting, and eliminate reimbursement processes. Combining this payment data with analytical tools delivers insights, which managers can use to better run their businesses.
We also utilize the Securitization Facility to finance a portion of our domestic receivables, to lower our cost of borrowing and more efficiently use capital. Accounts receivable collateralized within our Securitization Facility relate to trade receivables resulting primarily from charge card activity in Vehicle Payments and receivables related to our Lodging Payments business in the U.S.
We also utilize the Securitization Facility to finance a portion of our domestic receivables, to lower our cost of borrowing and more efficiently use capital. Accounts receivable collateralized within our Securitization Facility relate to trade receivables resulting primarily from charge card activity in Vehicle Payments and Corporate Payments and receivables related to our Lodging Payments business in the U.S.
See "Results of Operations" for information related to the fuel price impact on our total revenues, net. • 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.
See "Results of Operations" for information related to the fuel price impact on our total revenues, net. 41 • 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.
The revolving credit facility consists of (a) a revolving A credit facility in the amount of $1 billion with sublimits for letters of credit and swing line loans and (b) a revolving B facility in the amount of $500 million with borrowings in U.S . dollars, euros, British pounds, Japanese yen or other currency as agreed in advance and a sublimit for swing line loans.
The revolving credit facility consists of (a) a revolving A credit facility in the amount of $1.3 billion with sublimits for letters of credit and swing line loans and (b) a revolving B facility in the amount of $500 million with borrowings in U.S . dollars, euros, British pounds, Japanese yen or other currency as agreed in advance and a sublimit for swing line loans.
The obligations of the Borrowers under the Credit Agreement are secured by substantially all of the assets of FLEETCOR and its domestic subsidiaries, pursuant to a security agreement and includes a pledge of (i) 100% of the issued and outstanding equity interests owned by us of each Domestic Subsidiary and (2) 66% of the voting shares of the first-tier foreign subsidiaries, but excluding real property, personal property located outside of the U.S., accounts receivables and related assets subject to the Securitization Facility and certain investments required under money transmitter laws to be held free and clear of liens.
The obligations of the Borrowers under the Credit Agreement are secured by substantially all of the assets of Corpay and its domestic subsidiaries, pursuant to a security agreement and includes a pledge of (i) 100% of the issued and outstanding equity interests owned by us of each Domestic Subsidiary and (2) 66% of the voting shares of the first-tier foreign subsidiaries, but excluding real property, personal property located outside of the U.S., accounts receivables and related assets subject to the Securitization Facility and certain investments required under money transmitter laws to be held free and clear of liens.
If we elect to bypass the qualitative assessment or if we determine, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, a quantitative test would be required.
If we elect to bypass the optional qualitative assessment or if we determine, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, a quantitative test would be required.
The remaining revenues represent our Gift and Payroll card businesses, referred to as Other. In these businesses, we primarily earn revenue from the processing of transactions. We may also charge fees for ancillary services provided.
The remaining revenues represent other solutions in our Gift and Payroll card businesses, referred to as Other. In these businesses, we primarily earn revenue from the processing of transactions. We may also charge fees for ancillary services provided .
Borrowings on the revolving line of credit are repayable at the maturity of the facility. Borrowings on the domestic swing line of credit are due on demand, and borrowings on the foreign swing line of credit are due no later than twenty business days after such loan is made.
Borrowings on the revolving line of credit are repayable at the maturity of the facility. Borrowings on the domestic swing line of credit are due on demand, and borrowings on the foreign swing lines of credit are due no later than twenty business days after such loan is made.
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 2023 and 2022 items, with year-over-year comparisons between these two years.
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 2024 and 2023 items, with year-over-year comparisons between these two years.
We are amortizing intangible assets related to business acquisitions and certain private label contracts associated with the purchase of accounts receivable. • Other operating, net —Our other operating, net includes other operating expenses and income items that do not relate to our core operations or that occur infrequently. • Other (income) expense, net —Our other (income) expense, net includes gains or losses from the following: sales of assets or businesses, foreign currency transactions, extinguishment of debt, and investments.
We are amortizing intangible assets related to business acquisitions and certain private label contracts associated with the purchase of accounts receivable. • Other operating, net —Our other operating, net includes other operating expenses and income items that do not relate to our core operations or that occur infrequently. • Other expense (income), net —Our other expense (income), net includes gains or losses from the following: foreign currency transactions , extinguishment of debt and investments.
Borrowings under the new facility will bear interest at the borrower's option at a rate equal to (a) Term SOFR (as defined in the agreement) plus 1.25% or (b) the Base Rate (determined by reference to the greatest of (i) the Federal Funds Effective Rate, at that time, plus 0.50%, (ii) the Prime Rate, at that time, and (iii) Term SOFR (as defined in the agreement) at such time plus 1.00%).
Borrowings under this facility will bear interest at the borrower's option at a rate equal to (a) Term SOFR (as defined in the agreement) plus 1.25% or (b) the Base Rate (determined by reference to the greatest of (i) the Federal Funds Effective Rate, at that time, plus 0.50%, (ii) the Prime Rate, at that time, and (iii) Term SOFR (as defined in the agreement) at such time plus 1.00%).
Revenue per relevant key performance indicator (KPI), which may include transactions, spend volume, room nights, or other metrics, is derived from the various revenue types as discussed above and can vary based on geography, the relevant merchant relationship, the payment product utilized and the types of products or services purchased, the mix of which would be influenced by our acquisitions, organic growth in our business, and the overall macroeconomic environment, including fluctuations in foreign currency exchange rates, fuel prices and fuel price spreads.
NM = Not Meaningful Revenue per relevant key performance indicator (KPI), which may include transactions, spend volume, room nights, or other metrics, is derived from the various revenue types as discussed above and can vary based on geography, the relevant merchant relationship, the payment product utilized and the types of products or services purchased, the mix of which would be influenced by our acquisitions, organic growth in our business and the overall macroeconomic environment, including fluctuations in foreign currency exchange rates, fuel prices and fuel price spreads.
A detailed discussion of 2022 items and year-over-year comparisons between 2022 and 2021 that are not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022.
A detailed discussion of 2023 items and year-over-year comparisons between 2023 and 2022 that are not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10- K for the year ended December 31, 2023 .
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.
This often results in wasted time and money due to unnecessary or unauthorized spending, fraud, receipt collection, data input and consolidation, report generation, reimbursement processing, account reconciliations, employee disciplinary actions and more. Corpay’s vision is that every payment is digital, every purchase is controlled and every related decision is informed.
The unused credit facility fee was 0.25% for all revolving facilities at December 31, 2023. The term loans are payable in quarterly installments due on the last business day of each March, June, September, and December with the final principal payment due on the respective maturity date.
The unused credit facility fee was 0.25% for all revolving facilities at December 31, 2024 . The term loans are payable in quarterly installments due on the last business day of each March, June, September and December with the final principal payment due on the respective maturity date.
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 sales force. • Taxes —We pay taxes in various taxing jurisdictions, including the U.S., most U.S. states and many non-U.S. jurisdictions.
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. • Income Taxes —We pay taxes in various taxing jurisdictions, including the U.S., most U.S. states and many non-U.S. jurisdictions.
Results from Mina Digital Limited and Business Gateway AG are reported in our Vehicle Payments segment. • In September 2023, we acquired PayByPhone Technologies, Inc. a global parking payment application, for approximately $301.6 million, net of cash.
Results from Mina Digital Limited and Business Gateway AG are reported in our Vehicle Payments segment. • In September 2023, we acquired PayByPhone Technologies, Inc. a global parking payment application, for approximately $301.9 million , net of cash.
Adjusted net income and adjusted net income per diluted share are supplemental measures of operating performance that do not represent and should not be considered as an alternative to net income, net income per diluted share or cash flow from operations, as determined by GAAP.
Adjusted net income attributable to Corpay and adjusted net income per diluted share attributable to Corpay are supplemental measures of operating performance that do not represent and should not be considered as an alternative to net income, net income per diluted share or cash flow from operations, as determined by GAAP.
Management uses adjusted net income, adjusted net income per diluted share, organic revenue growth and EBITDA: 53 • 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.
Management uses adjusted net income attributable to Corpay, adjusted net income per diluted share attributable to Corpay, organic revenue growth, EBITDA and adjusted EBITDA: • as measurements of operating performance because they assist us in comparing our operating performance on a consistent basis; • for planning purposes, including the preparation of our internal annual operating budget; • to allocate resources to enhance the financial performance of our business; and • to evaluate the performance and effectiveness of our operational strategies.
We use adjusted net income, adjusted net income per diluted share, EBITDA and EBITDA margin to eliminate the effect of items that we do not consider indicative of our core operating performance on a consistent basis.
We use adjusted net income attributable to Corpay, adjusted net income per diluted share attributable to Corpay, adjusted EBITDA and adjusted EBITDA margin to eliminate the effect of items that we do not consider indicative of our core operating performance on a consistent basis.
We also consider the available and undrawn amounts under our Securitization Facility and Credit Facility as funds available for working capital purposes and acquisitions. At December 31, 2023, we had no additional liquidity under our Securitization Facility.
We also consider the available and undrawn amounts under our Securitization Facility and Credit Facility as funds available for working capital purposes and acquisitions. At December 31, 2024 , we had no additional liquidity under our Securitization Facility.
Sources of Revenue FLEETCOR offers a variety of payment solutions that help to simplify, automate, secure, digitize and effectively control the way businesses and consumers manage and pay their expenses.
Sources of Revenue Corpay offers a variety of payment solutions that help to simplify, automate, secure, digitize and effectively control the way businesses and consumers manage and pay their expenses.
The results of these calculations do not have a direct connection with the amount of cash taxes to be paid in any future periods. As a result, scheduling deferred income tax liabilities as payments due by period could be misleading, as this scheduling would not relate to liquidity needs.
The results of these calculations do not have a direct connection with the amount of cash taxes to be paid in any future periods. As a result, scheduling deferred income tax liabilities as payments du e by period could be misleading, as this scheduling would not relate to liquidity needs.
Our cross-border foreign risk management business aggregates foreign currency exposures arising from customer contracts and economically hedges the resulting net currency risks by entering into offsetting contracts with established financial institution counterparties. These contracts are subject to counterparty credit risk.
Our cross-border foreign risk management business aggregates foreign currency exposures arising from customer contracts and economically hedges the resulting net currency risks by entering into offsetting contracts with established financial institution counterparties. These contracts are subject to counterparty credit risk and liquidity risk from collateral calls.
See the heading entitled “Management’s Use of Non-GAAP Financial Measures” for more information and a reconciliation of the non-GAAP financial measure to the most directly comparable financial measure calculated in accordance with GAAP. We believe that organic revenue growth on a macro-neutral, one-time item, and 40 consistent acquisition/divestiture/non-recurring item basis is useful to investors for understanding the performance of FLEETCOR.
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 40 calculated in accordance with GAAP. We believe that organic revenue growth on a macro-neutral and consistent acquisition/ divestiture/non-recurring item basis is useful to investors for understanding the performance of Corpay.
Results from Global Reach Group are reported in our Corporate Payments segment. • In February 2023, we acquired the remainder of Mina Digital Limited, a cloud-based electric vehicle ("EV") charging softwa re platform, and we also acquired Business Gateway AG, a European-based vehicle maintenance provider, for a total of approximately $23.8 million, net of cash.
Results from Global Reach are reported in our Corporate Payments segment. • In February 2023, we acquired the remainder of Mina Digital Limited, a cloud-based electric vehicle (EV) charging softwa re platfo rm, and we also acquired Business Gateway AG, a European-based vehicle maintenance provider, for a total of approximately $23.8 million, net of cash.
We were in compliance with all financial and non-financial covenant requirements related to our Securitization Facility as of December 31, 2023. Cross-Border Facilities We carefully monitor and manage initial and variation margin requirements for our cross-border solutions, which can result in transitory periods of elevated liquidity needs in cases where the currency market experiences disruption.
We were in compliance with all financial and non-financial covenant requirements related to our Securitization Facility as of December 31, 2024 . 48 Other Facilities We carefully monitor and manage initial and variation margin requirements for our cross-border solutions, which can result in transitory periods of elevated liquidity needs in cases where the currency market experiences disruption.
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.
We have defined the non-GAAP measure adjusted net income per diluted share attributable to Corpay as the calculation previously noted divided by the weighted average diluted shares outstanding as reflected in our statement of income.
Credit Facility FLEETCOR Technologies Operating Company, LLC, and certain of our domestic and foreign owned subsidiaries, as designated co-borrowers (the “Borrowers”), are parties to a $6.4 billion Credit Agreement (the “Credit Agreement”), with Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, and a syndicate of financial institutions (the “Lenders”), which has been amended multiple times.
Credit Facility Corpay Technologies Operating Company, LLC, and certain of our domestic and foreign owned subsidiaries, as designated co- borrowers (the “Borrowers”), are parties to a $7.5 billion Credit Agreement (the “Credit Agreement”), with Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer and a syndicate of financial institutions (the “Lenders”), which has been amended multiple times.
We provide our payment solutions to our business, merchant, consumer and payment network customers in more than 150 countries around the world today, although we operate primarily in three geographies, with approximately 83% of our business in the U.S., Brazil, and the U.K.
We provide our payment solutions to our business, merchant, consumer and payment network customers in more than 200 countries around the world today, although we operate primarily in three geographies, with approximately 81% of our business in the U.S., Brazil and the U.K.
We believe that organic revenue growth on a macro-neutral and consistent acquisition/divestiture/non-recurring item basis is useful to investors for understanding the performance of FLEETCOR. EBITDA is defined as earnings before interest, income taxes, interest expense, net, other expense (income), depreciation and amortization, loss on extinguishment of debt, investment loss/gain and other operating, net.
We believe that organic revenue growth on a macro-neutral and consistent acquisition/divestiture/non-recurring item bases is useful to investors for understanding the performance of Corpay. EBITDA is defined as earnings before interest, income taxes, interest expense, net, other expense (income), depreciation and amortization, goodwill impairment, loss on extinguishment of debt, investment loss/gain and other operating, net.
As of December 31, 2023, we have a number of receive-variable SOFR, pay-fixed interest rate swap derivative contracts with a cumulative notional U.S. dollar value of $4.0 billion.
As of December 31, 2024 , we have a number of receive-variable SOFR, pay-fixed interest rate swap derivative contracts with a cumulative notional U.S. dollar value of $4.5 billion .
We received total proceeds, net of cash disposed and net of a $5.6 million foreign exchange loss upon conversion of the ruble-denominated proceeds to U.S. dollars, of $197.0 million, which have been recorded within investing activities in the accompanying Consolidated Statements of Cash Flows.
We received total proceeds, net of cash disposed and net of a $5.6 million foreign exchange loss upon conversion of the ruble-denominated proceeds to U.S. dollars, of $197.0 million , which have been recorded within investing activities in the accompanying Consolidated Statements of Cash Flows for the year ended December 31, 2023.
We have unamortized debt issuance costs of $3.6 million related to the revolving credit facility as of December 31, 2023 recorded in other assets within the Consolidated Balance Sheets.
We have unamortized debt issuance costs of $3.4 million related to the revolving credit facility as of December 31, 2024 recorded in other assets within the Consolidated Balance Sheets.
We do not expect reductions to unrecognized income tax benefits within the next 12 months as a result of projected resolutions of income tax uncertainties. 50 Critical Accounting Policies and Estimates, Adoption of New Accounting Standards, and Pending Adoption of Recently Issued Accounting Standards 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, revenue and expenses.
We do not expect reductions to unrecognized income tax benefits within the next 12 months as a result of projected resolutions of income tax uncertainties. Critical Accounting 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, revenue and expenses.
Interest on amounts outstanding under the Credit Agreement accrues as follows: for loans denominated in U.S. dollars, based on SOFR plus a SOFR adjustment of 0.10%, in British pounds, based on the SONIA plus a SONIA adjustment of 0.0326%, in euros, based on the EURIBOR, or in Japanese yen, at the TIBOR plus a margin based on a leverage ratio, or our option (for U.S. dollar borrowings only), 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) SOFR plus 1.00% plus a margin based on a leverage ratio).
Interest on amounts outstanding under the Credit Agreement accrues as follows: for all loans denominated in U.S. dollars with the exception of Term Loan B borrowings, based on SOFR plus a SOFR adjustment of 0.10%; for Term Loan B borrowings, based on SOFR; for all loans denominated in British pounds, based on the SONIA plus a SONIA adjustment of 0.0326% ; for all loans denominated in euros, based on the Euro Interbank Offered Rate (EURIBOR) ; or for all loans denominated in Japanese yen, at the Toyko Interbank Offer Rate (TIBOR) plus a margin based on a leverage ratio (as defined in the agreement); or our option (for U.S. dollar borrowings only), 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) SOFR plus 1.00% plus a margin based on a leverage ratio).
The impact of acquisitions has, and may continue to have, a significant impact on our results of operations and may make it difficult to compare our results between periods. • Interest rates —From January 1, 2022 to July 23, 2023, the U.S.
The impact of acquisitions has, and may continue to have, a significant impact on our results of operations and may make it difficult to compare our results between periods. • Interest rates — From January 1, 2023 to July 27, 202 3, the U.S.
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.
Management ’s Use of Non-GAAP Financial Measures We have included in the discussion below 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.
We estimate approximately 5% and 6% of revenues, net were directly impacted by fuel price spreads in 2023 and 2022, respectively. See "Results of Operations" for information related to the fuel price impact on our total revenues, net. • Acquisitions —Since 2002, we have completed over 95 acquisitions of companies and commercial account portfolios.
We estimate approximately 5% of revenues, net were directly impacted by fuel price spreads in both 2024 and 2023 . See "Results of Operations" for information related to the fuel price impact on our total revenues, net. • Acquisitions —Since 2002, we have completed over 100 acquisitions of companies and commercial account portfolios.
Acquired technologies are generally valued using the replacement cost method, which requires us to estimate the costs to construct an asset of equivalent utility at prices available at the time of the valuation analysis, with adjustments in value for physical deterioration and functional and economic obsolescence. Trademarks and trade names are generally valued using the "relief-from-royalty" approach.
Acquired technologies are generally valued using the replacement cost method, which requires us to estimate the costs to construct an asset of equivalent utility at prices available at the time of the valuation analysis, with adjustments in value for physical deterioration and functional and economic obsolescence.
The calculated change represents organic growth rate. 3 Represents total tag subscription transactions in the year. Average monthly tag subscriptions for 2023 is 6.6 million. * Columns may not calculate due to rounding.
The calculated change represents organic growth rate. 3 Represents total tag subscription transactions in the year. Average monthly tag subscriptions for 2024 is 7.2 million. * Columns may not calculate due to rounding.
We have unamortized debt discounts and debt issuance costs of $19.0 million related to the term loans as of December 31, 2023 recorded in notes payable and other obligations, net of current portion within the Consolidated Balance Sheets.
We have unamortized debt discounts and debt issuance costs of $16.6 million related to the term loans as of December 31, 2024 recorded in notes payable and other obligations, net of current portion within the Consolidated Balance Sheets.
Restricted cash primarily represents customer deposits repayable on demand held in certain geographies with legal restrictions, 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 and secure and settle cross-currency transactions, and collateral posted with banks for hedging positions in our cross-border payments business.
Restricted cash primarily represents customer deposits repayable on demand held in certain geographies with legal restrictions, customer 46 funds held for the benefit of others, collateral received from customers for cross-currency transactions in our cross-border payments business, which is restricted from use other than to repay customer deposits and to secure and settle cross-currency transactions, and collateral posted with banks for hedging positions in our cross-border payments business.
We adjust net income for the tax effect of each of these non-tax items using our effective income tax rate during the period, exclusive of discrete tax items.
We adjust net income for the tax effect of each of these adjustments using the effective income tax rate during the period, exclusive of certain discrete tax items.
Sources of liquidity. We believe that our current level of cash and borrowing capacity under our Credit Facility and Securitization Facility (each defined below), together with expected future cash flows from operations, will be sufficient to meet the needs of our existing operations and planned requirements for the next 12 months and the foreseeable future, based on our current assumptions.
We believe that our current level of cash and borrowing capacity under our Credit Facility, Securitization Facility and other facilities (each discussed below), together with expected future cash flows from operations, will be sufficient to meet the needs of our existing operations and planned requirements for at least the next 12 months and into the foreseeable future, based on our current assumptions.
EBITDA margin is defined as EBITDA as a percentage of revenue.
EBITDA and adjusted EBITDA margin is defined as EBITDA and adjusted EBITDA as a percentage of revenue.
Set forth below are adjusted net income, adjusted net income per diluted share, EBITDA and EBITDA margin for the years ended December 31, 2023 and 2022 (in millions, except per share amounts).
Set forth below are adjusted net income attributable to Corpay, adjusted net income per diluted share attributable to Corpay, EBITDA, adjusted EBITDA and adjusted EBITDA margin for the years ended December 31, 2024 and 2023 (in millions, except per share amounts and percentages).
On January 31, 2024, we entered into the fourteenth amendment to the Credit Agreement. The amendment a) increased the capacity on the revolving credit facility by $275.0 million and b) increased the term loan A commitments by $325.0 million. We used the term loan A proceeds to pay down existing borrowings under the revolving credit facility.
The amendment a) increased the capacity on the revolving credit facility by $275.0 million and b) increased the Term Loan A commitments by $325.0 million. We used the Term Loan A proceeds to pay down existing borrowings under the revolving credit facility.
Our customers may include commercial businesses (obtained through direct and indirect channels) and partners for whom we manage payment programs, as well as individual consumers. We report information about our operating segments in accordance with the authoritative guidance related to segments.
Our customers may include commercial businesses (obtained through direct and indirect channels) and partners for whom we manage payment programs, as well as consumers. We report information about our operating segments in accordance with the authoritative guidance related to segments. We manage and report our operating results through the following three reportable segments: Vehicle Payments, Corporate Payments and Lodging Payments.
The discount rates used represented a risk adjusted market participant weighted-average cost of capital, derived using customary market metrics. These measures of fair value also require considerable judgments about future events, including forecasted revenue growth rates, forecasted customer attrition rates, contract renewal estimates and technology 52 changes.
The discount rates used represented a risk adjusted market participant weighted-average cost of capital, derived using customary market metrics. These measures of fair value also require considerable judgments about future events, including forecasted customer attrition rates .
See "Liquidity" section below for additional information regarding our derivatives. • Expenses —Over the long term, we expect that our expense will decrease as a percentage of revenue as our revenue increases, except for expenses related to transaction volume processed.
See the "Liquidity and capital resources" section below for additional information regarding our derivatives. • Expenses —Over the long term, we expect that our expenses will decrease as a percentage of revenues as our revenues increase, except for expenses related to transaction volume processed.
Our wide range of modern, digitized solutions generally provides control, reporting, and automation benefits superior to many of the payment methods businesses often use such as cash, paper checks, general purpose credit cards, as well as employee pay and reclaim processes.
Our wide range of modern, digitized solutions generally provides control, reporting and automation benefits superior to many of the payment methods businesses often use such as cash, paper checks, general purpose credit cards, as well as employee pay and reclaim processes. Russia Disposition We completed the sale of our Russia business on August 15, 2023.
Other income, net of $16.6 million in 2023 was primarily the net gain of approximately $13.7 million resulting from the disposal of our Russia business during the third quarter of 2023. Interest expense, net. Interest expense was $348.6 million in 2023, an increase of 111.7% compared to the prior year.
Other income, net was $16.6 million in 2023 , which was primarily the net gain of approximately $13.7 million resulting from the disposal of our Russia business during the third quarter of 2023. Interest expense, net. Interest expe nse was $383.0 million in 2024 , an increase of 9.9% compared to the prior year.
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 share based compensation expense related to share based compensation awards, (b) amortization of deferred financing costs, discounts, intangible assets and amortization of the premium recognized on the purchase of receivables, (c) integration and deal related costs, and (d) other non-recurring items, including unusual credit losses, the impact of discrete tax items, the impact of business dispositions, impairment charges, asset write-offs, restructuring costs, loss on extinguishment of debt, and legal settlements and regulatory-related legal fees.
We have defined the non-GAAP measure adjusted net income attributable to Corpay as net income attributable to Corpay, as reflected in our statement of income, adjusted to eliminate (a) non-cash stock-based compensation expense related to stock- based compensation awards, (b) amortization of deferred financing costs, discounts, intangible assets, amortization of the premium recognized on the purchase of receivables and amortization attributable to the Company's noncontrolling interest, (c) integration and deal related costs, and (d) other non-recurring items, including unusual credit losses , certain discrete tax items, the impact of business dispositions, impairment losses, asset write-offs, restructuring costs, loss on extinguishment of debt, taxes associated with stock-based compensation programs, losses and gains on foreign currency transactions and legal settlements and related legal fees.
We utilize 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, 51 based on product, size of customer and historical losses.
Our financial assets subject to credit losses are primarily trade receivables. We utilize 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.
The Credit Agreement provides for senior secured credit f acilities (collectively, the "Credit Facility") consisting of a revolving credit facility in the amount of $1.5 billion, a term loan A facility in the amount of $3.0 billion and a term loan B facility in the amount of $1.9 billion as of December 31, 2023.
The Credit Agreement provides for senior secured credit f acilities (collectively, the "Credit Facility") consisting of a revolving credit facility in the amount of $1.8 billion , a Term Loan A facility in the amount of $3.3 billion ("Term Loan A") and a Term Loan B facility in the amount of $2.4 billion ("Term Loan B") as of December 31, 2024 .
These fees may be charged as fixed amounts, costs plus a mark-up, based on a percentage of the transaction purchase amounts, or a combination thereof. Our programs also include other fees and charges associated with late payments and based on customer credit risk.
These fees may be charged as fixed amounts, costs plus a mark-up, based on a percentage of the transaction purchase amounts, or a combination thereof. Our programs also include other fees and charges associated with late payments and based on customer credit risk. We also generate float revenue earned on invested customer funds in jurisdictions where permitted.
Changes in the absolute price of fuel may also impact unpaid account 41 balances and the late fees and charges based on these amounts. We estimate approximately 10% and 13% of revenues, net were directly impacted by changes in fuel price in 2023 and 2022, respectively.
Changes in the absolute price of fuel may also impact unpaid account balances and the late fees and charges based on these amounts. We estimate approxim ately 8% a nd 10% of revenues, net were directly impacted by changes in fuel price in 2024 and 2023 , respectively.
At December 31, 2023, we had approximately $63.1 million of unrecognized income tax benefits related to uncertain tax positions. We cannot reasonably estimate when all of these unrecognized income tax benefits may be settled.
At December 31, 2024 , we had approximately $95.5 million of unreco gnized income tax benefits related to uncertain tax positions. We cannot reasonably estimate when all of these unrecognized income tax benefits may be settled.
We refer to estimates of this type as critical accounting estimates. Our significant accounting policies are summarized in the consolidated financial statements contained elsewhere in this report. The critical accounting estimates that we discuss below are those that we believe are most important to an understanding of our consolidated financial statements.
We refer to estimates of this type as critical accounting estimates. The critical 50 accounting estimates that we discuss below are those that we believe are most important to an understanding of our consolidated financial statements.
Approxi mately 57%, and 61% of our revenue in 2023 and 2022, respectively, was derived in U.S. dollars and was not affected by foreign currency exchange rates. See “Results of Operations” for information related to foreign currency impact on our total revenue, net.
Approxi mately 52% and 54% of our revenues in 2024 and 2023 , respectively, were derived in U.S. dollars and were not affected by foreign currency exchange rates. See “Results of Operations” for information related to foreign currency impact on our total revenues, net.
At December 31, 2023, we had approximately $2.2 billion in total liquidity, consisting of approximately $0.8 billion available under our Credit Facility (defined below) and unrestricted cash of $1.4 billion, a portion of which is required for working capital.
At December 31, 2024 , we had approximately $2.1 billion in total liquidity, consisting of approximately $0.5 billion available under our Credit Facility (defined below) and unrestricted cash of $1.6 billion , a portion of which includes customer deposits or is required for working capital and regulatory purposes.
At December 31, 2023, we had $2.9 billion in borrowings outstanding on term loan A, net of discounts, $1.8 billion in borrowings outstanding on term loan B, net of discounts, and $0.7 billion in borrowings outstanding on the revolving credit facility.
At December 31, 2024 , we had $3.1 billion in borrowings outstanding on Term Loan A, net of discounts, $2.3 billion in borrowings outstanding on Term Loan B, net of discounts and $1.3 billion in borrowings outstan ding on the revolving credit facility.
Our performance obligation in our foreign exchange payment services is providing a foreign currency payment to a customer’s designated recipient and therefore, we recognize revenue on foreign exchange payment services when the underlying payment is made.
Our performance obligation in our foreign exchange payment services is providing a foreign currency payment to a customer’s designated recipient and therefore, we recognize revenue on foreign exchange payment services when the underlying payment is made . We also generate float revenue earned on invested customer funds in jurisdictions where permitted.
Since the beginning of the Program through December 31, 2023, we have repurchased 28,878,862 shares for an aggregate purchase price of $6.5 billion, leaving us up to $1.6 billion of remaining authorization available under the Program for future repurchases in shares of our common stock.
Since the beginning of the Program through December 31, 2024 , we have repurchased 33,090,680 shares for an aggregate purchase price of $7.8 billion , leaving us up to $1.3 billion of remaining authorization available under the Program for future repurchases in shares of our common stock.
We have determined that outside basis differences associated with our investments in foreign subsidiaries would not result in a material deferred tax liability, and, consistent with our assertion that these amounts continue to be indefinitely invested, have not recorded incremental income taxes for the additional outside basis differences. 46 Cash flows The following table summarizes our cash flows for the years ended December 31, 2023 and 2022.
We have determined that outside basis differences associated with our investments in foreign subsidiaries would not resu lt in a material deferred tax liability, and, consistent with our assertion that these amounts continue to be indefinitely invested, have not recorded incremental income taxes for the additional outside basis differences.
The term loan B has a maturity date of April 30, 2028. On May 3, 2023, we entered into the thirteenth amendment to the Credit Facility. The amendment replaced LIBOR on the term B loan with the Secured Overnight Financing Rate ("SOFR"), plus a SOFR adjustment of 0.10%.
On May 3, 2023, the Company entered into the thirteenth amendment to the Credit Facility. The amendment replaced LIBOR on the Term Loan B with the Secured Overnight Financing Rate (SOFR), plus a SOFR adjustment of 0.10% . On January 31, 2024, we entered into the fourteenth amendment to the Credit Agreement.
We use information available to us to make fair value determinations and engage independent valuation specialists, when necessary, to assist in the fair value determination of significant acquired long-lived assets.
The estimates we use to determine the fair value of intangible assets can be complex and require significant judgments. We use information available to us to make fair value determinations and engage independent valuation specialists, when necessary, to assist in the fair value determination of significant acquired assets.
Results of Operations Year ended December 31, 2023 compared to the year ended December 31, 2022 The following table sets forth selected financial information from the consolidated statements of income for the years ended December 31, 2023 and 2022 (in millions, except percentages)*.
Results from our Russian business were previously included in our Vehicle Payments segment. 43 Results of Operations Year ended December 31, 2024 compared to the year ended December 31, 2023 The following table sets forth selected financial information from the consolidated statements of income for the years ended December 31, 2024 and 2023 (in millions, except percentages)*.
As a result, the transaction was leverage neutral and results in a $600 million increase in our availability under the revolving credit facility. The interest rates and maturity terms remain consistent with the existing credit facilities.
As a result, the transaction was leverage neutral and results in a $600 million increase in our availability under the revolving credit facility. The interest rates and maturity terms remain consistent with the existing credit facilities. 47 On September 26, 2024, we entered into the fifteenth amendment to the Credit Agreement.
As of December 31, 2023, we had the following outstanding interest rate swap derivatives that qualify as hedging instruments within designated cash flow hedges of variable interest rate risk (in millions): Notional Amount Fixed Rates Maturity Date $250 4.01% 7/31/2025 $250 4.02% 7/31/2025 $500 3.80% 1/31/2026 $250 3.71% 7/31/2026 $250 3.72% 7/31/2026 $100 4.35% 7/31/2026 $250 4.40% 7/31/2026 $250 4.40% 7/31/2026 $400 4.33% 7/31/2026 $250 4.29% 1/31/2027 $250 4.29% 1/31/2027 $250 4.19% 7/31/2027 $250 4.19% 7/31/2027 $150 3.87% 1/31/2027 $50 3.83% 1/31/2027 $50 3.85% 1/31/2027 $125 4.00% 1/31/2028 $125 3.99% 1/31/2028 The purpose of these contracts is to reduce the variability of cash flows in interest payments associated with our unspecified variable rate debt, the sole source of which is due to changes in the SOFR benchmark interest rate.
Cash Flow Hedges As of December 31, 2024 , we had the following outstanding interest rate swap derivatives that qualify as hedging instruments within designated cash flow hedges of variable interest rate risk (in millions): Notional Amount Weighted Average Fixed Rate Maturity Date $500 4.01% 7/31/2025 $500 3.80% 1/31/2026 $1,500 4.15% 7/31/2026 $750 4.14% 1/31/2027 $500 4.19% 7/31/2027 $250 4.00% 1/31/2028 $500 3.19% 7/31/2028 The purpose of these contracts is to reduce the variability of cash flows in interest payments associated with $4.5 billion of unspecified variable rate debt, the sole source of which is due to changes in the SOFR benchmark interest rate.
(Unaudited) 2023 2022 Term loan A 6.49 % 3.22 % Term loan B 6.84 % 3.46 % Revolving line of credit A & B (USD) 6.51 % 3.62 % Revolving line of credit B (GBP) 5.83 % 2.06 % We have a portfolio of interest rate swaps which are designated as cash flow hedges and one cross-currency interest rate swap, which is designated as a net investment hedge.
(Unaudited) 2024 2023 Term loan A 6.64 % 6.49 % Term loan B 6.95 % 6.84 % Revolving line of credit A & B (USD) 6.60 % 6.51 % Revolving line of credit B (GBP) 6.60 % 5.83 % 45 We have a portfolio of interest rate swaps which are designated as cash flow hedges and cross-currency interest rate swaps, which are designated as net investment hedges.
We calculate adjusted net income and adjusted net income per diluted share to eliminate the effect of items that we do not consider indicative of our core operating performance.
We adjust net income for the tax effect of adjustments using our effective income tax rate, exclusive of certain discrete tax items. We calculate adjusted net income attributable to Corpay and adjusted net income per diluted share attributable to Corpay to eliminate the effect of items that we do not consider indicative of our core operating performance.
As of December 31, 2023, we were in compliance with each of the covenants under the Credit Agreement. Securitization Facility We are a party to a $1.7 billion receivables purchase agreement among FleetCor Funding LLC, as seller, PNC Bank, National Association as administrator, and various purchaser agents, conduit purchasers and related committed purchasers parties thereto (the "Securitization Facility").
Securitization Facility We are a party to a $1.7 billion receivables purchase agreement among Corpay Funding LLC, as seller, PNC Bank, National Association as administrator, and various purchaser agents, conduit purchasers and related committed purchasers parties thereto (the "Securitization Facility") as of December 31, 2024. At December 31, 2024 , the interest rate on the Securitization Facility was 5.36% .
Revenues, net by segment for the years ended December 31, 2023 and 2022, our segments generated the following revenues, net (in millions): Year Ended December 31, 2023 2022 2021 Revenues by Segment* Revenues, net % of Total Revenues, net Revenues, net % of Total Revenues, net Revenues, net % of Total Revenues, net Vehicle Payments $ 2,005.5 53 % $ 1,950.0 57 % $ 1,690.0 60 % Corporate Payments 981.1 26 % 769.6 22 % 598.2 21 % Lodging Payments 520.2 14 % 456.5 13 % 309.6 11 % Other 250.9 7 % 251.0 7 % 235.9 8 % Consolidated revenues, net $ 3,757.7 100 % $ 3,427.1 100 % $ 2,833.7 100 % *Columns may not calculate due to rounding.
For the years ended December 31, 2024 and 2023 , our segments generated the following revenues, net (in millions): 38 Year Ended December 31, 2024 2023 Revenues by Segment* Revenues, net % of Total Revenues, net Revenues, net % of Total Revenues, net Vehicle Payments $ 2,008.8 51 % $ 2,005.5 53 % Corporate Payments 1,221.9 31 % 981.1 26 % Lodging Payments 488.6 12 % 520.2 14 % Other 255.3 6 % 250.9 7 % Consolidated revenues, net $ 3,974.6 100 % $ 3,757.7 100 % *Columns may not calculate due to rounding.
Increases in processing expenses were primarily due to a pproximately $40 million of expenses r elated to acquisitions completed in 2022 and 2023, higher variable expenses driven by increased transaction volumes and investments to drive future growth.
Consolidated operating expenses Processing. Processing expenses were $869.1 million in 2024 , an increase of 6.0% compared to the prior year. Increases in processing expenses were primarily due to a pproximately $43 million of expenses r elated to acquisitions completed in 2023 and 2024, higher variable expenses driven by increased transaction volumes and investments to drive future growth.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAccordingly, our revenue is affected by fuel prices, which are subject to significant volatility. A decline in retail fuel prices could cause a change in our revenue from several sources, including fees paid to us based on a percentage of each customer’s total purchase.
Biggest changeA decline in retail fuel prices could cause a change 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.
Accordingly, if fuel price spreads contract, we may generate less revenue, which could adversely affect our operating results. The impact of volatility in fuel spreads is somewhat mitigated by our agreements with certain merchants, where the price paid to the merchant is equal to cost plus a markup or a percentage of the transaction purchase price. 57
Accordingly, if fuel price spreads contract, we may generate less revenue, which could adversely affect our operating results. The impact of volatility in fuel spreads is somewhat mitigated by our agreements with certain merchants, where the price paid to the merchant is equal to cost plus a markup or a percentage of the transaction purchase price. 58
The fuel price that we charge to our customer is dependent on several factors including, among others, the fuel price 56 paid to the fuel merchant, posted retail fuel prices and competitive fuel prices.
The fuel price that we charge to our customer is dependent on several factors including, among others, the fuel price 57 paid to the fuel merchant, posted retail fuel prices and competitive fuel prices.
Interest rate risk We are exposed to the risk of changing interest rates on our cash investments and on the unhedged portion of our variable rate debt. As of December 31, 2023, and 2022, we had $5.4 billion and $5.7 billion, respectively, of variable rate debt outstanding under our Credit Agreement.
Interest rate risk We are exposed to the risk of changing interest rates on our cash investments and on the unhedged portion of our variable rate debt. As of December 31, 2024 and 2023 , we had $6.7 billion and $5.4 billion , respectively, of variable rate debt outstanding under our Credit Agreement.
Based on the amounts and mix of our fixed and floating rate debt (exclusive of our Securitization Facility but inclusive of the aforementioned interest rate swaps) at December 31, 2023 and 2022, if market interest rates had increased or decreased an average of 100 basis points, our interest expense for the years ended December 31, 2023 and 2022 would have changed by approximately $14 million and $43 million, respectively.
Based on the amounts and mix of our fixed and floating rate debt (exclusive of our Securitization Facility but inclusive of the aforementioned interest rate swaps) at December 31, 2024 and 2023 , if market interest rates had increased or decreased an average of 100 basis points, our interest expense for the years ended December 31, 2024 and 2023 would have changed by approximately $ 22 million and $14 mi lli on, respectively.
Similarly, the analysis for the prior year indicated that a hypothetical 10% change in currency exchange rates would have increased or decreased consolidated operating income for the years ended December 31, 2022 by approximately $68.4 million had the U.S. dollar exchange rate increased or decreased relative to the currencies to which we had exposure.
Similarly, the analysis for the prior year indicated that a hypothetical 10% change in currency exchange rates would have increased or decreased consolidated operating income for the years ended December 31, 2023 by approximately $86.0 million had the U.S. dollar exchange rate increased or decreased relative to the currencies to which we had exposure.
Such analysis indicated that a hypothetical 10% change in foreign currency exchange rates would have increased or decreased consolidated operating income during the year ended December 31, 2023 by approximately $86.0 million had the U.S. dollar exchange rate increased or decreased relative to the currencies to which we had exposure.
Such analysis indicated that a hypothetical 10% change in foreign currency exchange rates would have increased or decreased consolidated operating income during the year ended December 31, 2024 by approximately $97.8 million had the U.S. dollar exchange rate increased or decreased relative to the currencies to which we had exposure.
See Note 11 of the accompanying consolidated financial statements for information about the Credit Agreement. We use derivative financial instruments to reduce our exposure related to changes in interest rates. As of December 31, 2023, we had a number of receive-variable SOFR, pay-fixed interest rate swap derivative contracts with a cumulative notional U.S. dollar value of $4.0 billion.
See Note 11 to our Consolidated Financial Statements within this Form 10-K for further information. We use derivative financial instruments to reduce our exposure related to changes in interest rates. As of December 31, 2024 , we had a number of receive-variable SOFR, pay-fixed interest rate swap derivative contracts with a cumulative notional U.S. dollar value of $4.5 billion .
We determined these amounts by considering the impact of the hypothetical interest rates on our borrowing costs. These analyses do not consider the effects of changes in the level of overall economic activity that could exist in such an environment. Fuel price risk Our fleet customers use our products and services primarily in connection with the purchase of fuel.
We determined these amounts by considering the impact of the hypothetical interest rates on our borrowing costs. These analyses do not consider the effects of changes in the level of overall economic activity that could exist in such an environment.
Revenues from our international businesses were 43.2% and 38.9% of total revenues for the years ended December 31, 2023, and 2022, respectively. We measure foreign currency exchange risk based on changes in foreign currency exchange rates using a sensitivity analysis. The sensitivity analysis measures the potential change in earnings based on a hypothetical 10% change in currency exchange rates.
Revenues from our international businesses wer e 47.7% and 45.6% of t otal revenues for the years ended December 31, 2024 and 2023 , respectively. We measure foreign currency exchange risk based on changes in foreign currency exchange rates using a sensitivity analysis.
See Note 16 of the accompanying consolidated financial statements for information about the swap contracts.
See Note 16 to our Consolidated Financial Statements within this Form 10-K for further information.
Removed
Changes in the absolute price of fuel may also impact unpaid account balances and the late fees and charges based on these amounts.
Added
The sensitivity analysis measures the potential change in earnings based on a hypothetical 10% change in currency exchange rates.
Added
Fuel price risk A majority of our Vehicle Payments customers use our products and services in connection with the purchase of fuel. Accordingly, our revenue is affected by fuel prices, which are subject to significant volatility.

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