FLEETCOR TECHNOLOGIES INC Management’s Discussion and Analysis of Financial Condition and Results of Operations (Form 10-Q) – Natural Self Esteem

The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the unaudited consolidated
financial statements and related notes appearing elsewhere in this report. In
addition to historical information, this discussion contains forward-looking
statements that involve risks, uncertainties and assumptions that could cause
actual results to differ materially from management's expectations. Factors that
could cause such differences include, but are not limited to, those identified
below and those described in Item 1A "Risk Factors" appearing in our Annual
Report on Form 10-K for the year ended December 31, 2021and in Part II, Item 1A
"Risk Factors" of this Quarterly Report on Form 10-Q. All foreign currency
amounts that have been converted into U.S. dollars in this discussion are based
on the exchange rate as reported by Oanda for the applicable periods.

The following discussion and analysis of our financial condition and results of
operations generally discusses the first quarter of 2022 and 2021, with
period-over-period comparisons between these periods. A detailed discussion of
2021 items and period-over-period comparisons between the first quarter of 2021
and 2020 that are not included in this Quarterly Report on Form 10-Q can be
found in "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in Part I, Item 2 of our Quarterly Report on Form 10-Q
for the quarter ended March 31, 2021.

Executive Overview


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

As previously described in our Annual Report on Form 10-K for the year ended
December 31, 2021, businesses spend an estimated $125 trillion each year with
other businesses. In many instances, they lack the proper tools to monitor what
is being purchased, and employ manual, paper-based, disparate processes and
methods to both approve and make payments for their purchases. This often
results in wasted time and money due to unnecessary or unauthorized spending,
fraud, receipt collection, data input and consolidation, report generation,
reimbursement processing, account reconciliations, employee disciplinary
actions, and more.

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

Our revenue is generally reported net of the cost for underlying products and
services purchased through our payment solutions. In this report, we refer to
this net revenue as "revenue". See "Results of Operations" for additional
segment information.

Impact of COVID-19 on our business


The novel strain of coronavirus (including variants thereof, "COVID-19") has
had, and could continue to have, an adverse impact on our results of operations
and liquidity; the operations of our suppliers, vendors and customers; and on
our employees as a result of quarantines, the effectiveness of vaccines in
general and against new variants, vaccine mandates, facility closures, travel
and logistics restrictions and general decreases in the level of consumer
confidence and business activity.

The COVID-19 pandemic continues to impact various aspects of the world economy
and our customers. The extent to which the COVID-19 pandemic continues to impact
our business operations, financial results, and liquidity through the remainder
of 2022 will depend on numerous evolving factors that we may not be able to
accurately predict or assess, including the duration and scope of the pandemic
and the geographies most affected; vaccine availability globally, distribution,
efficacy to new strains of the virus and the public's willingness to get
vaccinated, potential disruptions impacting our suppliers and vendors resulting,
directly or indirectly, from new outbreaks of COVID-19, vaccine mandates and/or
vaccine hesitancy; our response to the continued impact of the pandemic; the
negative impact the COVID-19 pandemic has on global and regional economies and
general economic activity, including the duration and magnitude of its impact on
unemployment rates and business spending levels; its short- and longer-term
impact on the levels of consumer confidence; the ability of our suppliers,
vendors and customers to successfully address the continued impacts of the
pandemic; and actions of governments, businesses and individuals take in
response to the pandemic, including restrictions or lockdowns resulting from new
COVID 19 outbreaks; the inflationary impact of actions taken in connection with
government and business responses to the COVID-19 pandemic; and how quickly
economies recover after the any new or continuing outbreak of COVID-19 subsides.

impact of of Russia invasion of Ukraine on our business

The current conflict between Russia and Ukraine creates significant uncertainty about the role Russia will play in the world economy in the future. Although the length, impact and outcome of the ongoing military conflict in
Ukraine is high

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unpredictable, this conflict could lead to significant market and other
disruptions. The conflict has resulted and could continue to result in volatile
commodity markets, supply chain disruptions, increased risk of cyber incidents
or other disruptions to information systems, heightened risks to employee
safety, significant volatility of the Russian ruble, limitations on access to
credit markets, increased operating costs (including fuel and other input
costs), safety risks, and restrictions on the transfer of funds to and from
Russia. We cannot predict how and the extent to which the conflict will affect
our customers, operations or business partners or the demand for our products
and our global business. Depending on the actions we take or are required to
take, the ongoing conflict could also result in loss of cash, assets or
impairment charges. Additionally, we may also face negative publicity and
reputational risk based on the actions we take or are required to take as a
result of the conflict, which could damage our brand image or corporate
reputation.

The extent of the impact of these tragic events on our business remains
uncertain and will continue to depend on numerous evolving factors that we are
not able to accurately predict, including the duration and scope of the
conflict. We are actively monitoring the situation and assessing its impact on
our business, analyzing options as they develop, and are continuing to refine
our business continuity plan and crisis response materials designed to mitigate
the impact of disruptions to our business, but it is unclear if 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. The extent and duration of the military
action, sanctions and resulting market disruptions could be significant and
could potentially have substantial impact on the global economy and our business
for an unknown period of time. Any such disruptions may also magnify the impact
of other risks described herein and in our Annual Report on Form 10-K.

Operations of our fuel business in Russia accounted for approximately 2.8% and
4.9% of our consolidated net revenues and net income for the year ended December
31, 2021, respectively, and approximately 2.3% and 4.8% of our consolidated net
revenues and net income for the quarter ended March 31, 2022, respectively. Our
assets in Russia were approximately 2.4% of our consolidated assets at December
31, 2021 and approximately 2.3% of our consolidated assets at March 31, 2022.
The total net book value of our assets in Russia at March 31, 2022 was
approximately $227 million, of which $124 million is restricted cash. As
described in Note 3 to our condensed consolidated financial statements, no
impairment has occurred. However, the conflict in Ukraine and related sanctions
could potentially impact the value of our assets in Russia as the conflict
continues. Our Russian business is part of our International segment.

See Part II, Item 1A "Risk Factors - Risks Associated with the Conflict between
Russia and Ukraine" for additional discussion regarding the risks associate with
the ongoing conflict in Ukraine.

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


                                                  Three Months Ended March 31,
        (Unaudited)                                     2022                   2021
        Revenues, net                      $        789.2                    $ 608.6
        Net income                         $        218.0                    $ 184.2
        Net income per diluted share       $         2.75                   

$2.15




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

                                                       Three Months Ended March 31,
   (Unaudited)                                               2022                   2021
   Adjusted net income                          $        289.7                    $ 242.1
   Adjusted net income per diluted share        $         3.65                    $  2.82


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

Sources of Revenue

FLEETCOR offers a variety of business payment solutions that help to simplify,
automate, secure, digitize and effectively control the way businesses manage and
pay their expenses. We provide our payment solutions to our business, merchant,
consumer and payment network customers in more than 150 countries around the
world today, although we operate primarily in 3 geographies, with 85% of our
revenues generated in the U.S., Brazil, and the U.K. Our customers may include
commercial
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Businesses (received through direct and indirect channels), partners for whom we manage payment programs, and individual consumers.


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

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

Revenue, net, by segment. For the past three months March 31 our segments generated the following revenues (in millions).

                                                Three Months Ended March 31,
                                         2022                                        2021
                                                     % of Total                             % of Total
 (Unaudited)*              Revenues, net            Revenues, net      Revenues, net       Revenues, net
 North America      $       547.4                            69  %    $        402.2                66  %
 Brazil                     102.5                            13  %              81.9                13  %
 International              139.3                            18  %             124.5                20  %
                    $       789.2                           100  %    $        608.6               100  %

*Columns may not be calculated due to rounding.

Revenue, net by region and solution. Revenue by region and solution for the past three months March 31 (in millions) was as follows:

                                                                                 Three Months Ended March 31,
(Unaudited)                                                      2022                                                   2021
                                                                         % of Total                                              % of Total
Revenues, net by Geography*                 Revenues, net               Revenues, net               Revenues, net               Revenues, net
United States                              $       471.8                              60  %       $        370.4                              61  %
Brazil                                             102.5                              13  %                 81.9                              13  %
United Kingdom                                      94.6                              12  %                 75.6                              12  %
Other                                              120.3                              15  %                 80.6                              13  %
Consolidated revenues, net                 $       789.2                             100  %       $        608.6                             100  %

*Columns may not be calculated due to rounding.

                                                                                      Three Months Ended March 31,
(Unaudited)                                                           2022                                                   2021
                                                                                                                                      % of Total
Revenues, net by Solution*                       Revenues, net         % of
Total Revenues, net          Revenues, net               Revenues, net
Fuel                                            $       318.5                              40  %       $        261.9                              43  %
Corporate Payments                                      183.8                              23  %                116.4                              19  %
Tolls                                                    84.9                              11  %                 69.0                              11  %
Lodging                                                  94.6                              12  %                 59.0                              10  %
Gift                                                     43.5                               6  %                 43.4                               7  %
Other                                                    63.9                               8  %                 58.9                              10  %
Consolidated revenues, net                      $       789.2                             100  %       $        608.6                             100  %


*Columns may not be calculated due to rounding.

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We generate revenue in our Fuel solutions through a variety of program fees,
including transaction fees, card fees, network fees and charges, as well as from
interchange. 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.

In our Corporate Payments solutions, the primary measure of volume is spend, the
dollar amount of payments processed on behalf of customers through our various
networks. We primarily earn revenue from the difference between the amount
charged to the customer and the amount paid to the third party for a given
transaction, as interchange or spread revenue. Our programs may also charge
fixed fees for access to the network and ancillary services provided.

In our Tolls solution, the relevant measure of volume is average monthly tags
active during the period. We primarily earn revenue from fixed fees for access
to the network and ancillary services provided. We also earn interchange on
certain non-toll products.

In our Lodging solutions, we primarily earn revenue from the difference between
the amount charged to the customer and the amount paid to the hotel for a given
transaction and commissions paid by hotels. We may also charge fees for access
to the network and ancillary services provided.

In our Gift solutions, we primarily earn revenue from the processing of gift
card transactions sold by our customers to end users, as well as from the sale
of the plastic cards. We may also charge fixed fees for ancillary services
provided.

The remaining revenues represents other products that due to their nature or
size, are not considered primary products. These include telematics offerings,
fleet maintenance, food and transportation employee benefits related offerings,
payroll cards and long-haul transportation services.

The following table presents revenue per key performance metric by solution for
the three months ended March 31 (in millions except revenues, net per key
performance metric).*
                                                           As Reported                                                        Pro Forma and Macro Adjusted2
                                                   Three Months Ended March 31,                                               Three Months Ended March 31,
(Unaudited)                        2022              2021             Change            % Change              2022               2021             Change            % Change
FUEL
'- Revenues, net               $   318.5          $  261.9          $  56.6                   22  %       $    298.9          $  262.0          $  36.9                   14  %
'- Transactions                    116.5             110.3              6.2                    6  %            116.5             111.8              4.6                    4  %
'- Revenues, net per
transaction                    $    2.73          $   2.38          $  0.36                   15  %       $     2.57          $   2.34          $  0.22                   10  %
CORPORATE PAYMENTS
'- Revenues, net               $   183.8          $  116.4          $  67.4                   58  %       $    185.9          $  155.6          $  30.3                   19  %
'- Spend volume                $  27,435          $ 18,035          $ 9,400                   52  %       $   27,435          $ 25,166          $ 2,269                    9  %
'- Revenue, net per spend $         0.67  %           0.65  %          0.02  %                 4  %             0.68  %           0.62  %          0.06  %                10  %
TOLLS
'- Revenues, net               $    84.9          $   69.0          $  16.0                   23  %       $     81.2          $   69.0          $  12.2                   18  %
'- Tags (average monthly)            6.1               5.8              0.3                    5  %              6.1               5.8              0.3                    5  %

‘- Earnings, net per day $13.86 $11.85 $2.01

                   17  %       $    13.26          $  11.85          $  1.40                   12  %

ACCOMMODATION

'- Revenues, net               $    94.6          $   59.0          $  35.5                   60  %       $     94.6          $   77.8          $  16.9                   22  %
'- Room nights                       8.8               5.9              2.9                   49  %              8.8               7.3              1.5                   21  %
'- Revenues, net per room
night                          $   10.70          $   9.96          $  0.74                    7  %       $    10.71          $  10.62          $  0.09                    1  %
GIFT
'- Revenues, net               $    43.5          $   43.4          $   0.1                    -  %       $     43.8          $   43.4          $   0.4                    1  %
'- Transactions                    293.0             291.1              1.9                    1  %            293.0             291.1              1.9                    1  %
'- Revenues, net per
transaction                    $    0.15          $   0.15          $     -                    -  %       $     0.15          $   0.15          $     -                    -  %
OTHER1
'- Revenues, net               $    63.9          $   58.9          $   5.0                    9  %       $     64.2          $   58.9          $   5.3                    9  %
'- Transactions                     10.0               9.5              0.5                    6  %             10.0               9.5              0.5                    6  %
'- Revenues, net per
transaction                    $    6.41          $   6.23          $  0.18                    3  %       $     6.43          $   6.23          $  0.20                    3  %
FLEETCOR CONSOLIDATED
REVENUES, NET
'- Revenues, net               $   789.2          $  608.6          $ 180.6                   30  %       $    768.6          $  666.7          $ 102.0                   15  %


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1 Other includes telematics, maintenance, food, payroll card and transportation related
businesses.
2 See heading entitled "Managements' Use of Non-GAAP Financial Measures" for a reconciliation
of pro forma and macro adjusted revenue by solution and metric non-GAAP measures to the
comparable financial measure calculated in accordance with GAAP.
* Columns may not calculate due to rounding.


Organic revenue growth is a supplemental non-GAAP financial measure of operating
performance. Organic revenue growth is calculated as revenue growth in the
current period adjusted for the impact of changes in the macroeconomic
environment (to include fuel price, fuel price spreads and changes in foreign
exchange rates) over revenue in the comparable prior period adjusted to include
or remove the impact of acquisitions and/or divestitures and non-recurring items
that have occurred subsequent to that period. See the heading entitled
"Management's Use of Non-GAAP Financial Measures" for more information and a
reconciliation of the non-GAAP financial measure to the most directly comparable
financial measure calculated in accordance with GAAP. We believe that organic
revenue growth on a macro-neutral, one-time item, and consistent
acquisition/divestiture/non-recurring item basis is useful to investors for
understanding the performance of FLEETCOR.

Revenue per relevant key performance indicator (KPI), which may include
transaction, spend volume, monthly average active tags, room nights, or other
metrics, is derived from the various revenue types as discussed above and can
vary based on geography, the relevant merchant relationship, the payment 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. Revenue per KPI per customer
may change as the level of services we provide to a customer increases or
decreases, as macroeconomic factors change and as adjustments are made to
merchant and customer rates. See "Results of Operations" for further discussion
of transaction volumes and revenue per transaction.

sources of expenses

We incur expenses in the following categories:


•Processing-Our processing expense consists of expenses related to processing
transactions, servicing our customers and merchants, credit losses and cost of
goods sold related to our hardware and card sales in certain businesses.

•Sales – Our selling expenses consist primarily of wages, benefits, sales commissions (excluding dealer commissions) and related costs of our sales, marketing and account management personnel and operations.


•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. Also included are
facilities expenses, third-party professional services fees, travel and
entertainment expenses, and other corporate-level expenses.

•Depreciation and amortization-Our depreciation expenses include depreciation of
property and equipment, consisting of computer hardware and software (including
proprietary software development amortization expense), card-reading equipment,
furniture, fixtures, vehicles and buildings and leasehold improvements related
to office space. Our amortization expenses include amortization of intangible
assets related to customer and vendor relationships, trade names and trademarks,
software and non-compete agreements. We are amortizing intangible assets related
to business acquisitions and certain private label contracts associated with the
purchase of accounts receivable.

•Other operating expenses, net – Our other operating expenses, net include other operating expenses and income that are not related to our core activities or that occur infrequently.

•Investment loss (gain), net – Our investment results relate primarily to impairments related to our investments and unrealized gains and losses related to a non-controlling interest in a marketable security that was disposed of in 2020.

•Other expenses (income), net – Our other expenses (income), net include gains or losses on the sale of assets, foreign exchange transactions and other miscellaneous operating costs and income.


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

•Provision for Income Taxes – Our provision for income taxes consists of corporation taxes related primarily to profits from sales of our products and services worldwide.

Factors and trends affecting our business

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


•Global economic conditions-Our results of operations are materially affected by
conditions in the economy generally, in North America, Brazil, and
internationally, including the current conflict between Russia and Ukraine, as
discussed elsewhere in this Quarterly Report on Form 10-Q, and the ultimate
impact of the COVID-19 pandemic. Factors
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affected by the economy include our transaction volumes, the credit risk of our
customers and changes in tax laws across the globe. These factors affected our
businesses in each of our segments.

•Foreign currency changes-Our results of operations are significantly impacted
by changes in foreign currency exchange rates; namely, by movements of the
Australian dollar, Brazilian real, British pound, Canadian dollar, Czech koruna,
euro, Mexican peso, New Zealand dollar and Russian ruble, relative to the U.S.
dollar. Approximately 60% and 61% of our revenue in the three months ended March
31, 2022 and 2021, respectively, was derived in U.S. dollars and was not
affected by foreign currency exchange rates. See "Results of Operations" for
information related to foreign currency impacts on our total revenue, net.

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

•Fuel prices-Our fleet customers use our products and services primarily in
connection with the purchase of fuel. Accordingly, our revenue is affected by
fuel prices, which are subject to significant volatility. A change in retail
fuel prices could cause a decrease or increase in our revenue from several
sources, including fees paid to us based on a percentage of each customer's
total purchase. Changes in the absolute price of fuel may also impact unpaid
account balances and the late fees and charges based on these amounts. We
believe approximately 12% of revenues, net were directly impacted by changes in
fuel price in both the three months ended March 31, 2022 and 2021, respectively.

•Fuel-price spread volatility-A portion of our revenue involves transactions
where we derive revenue from fuel price spreads, which is the difference between
the price charged to a fleet customer for a transaction and the price paid to
the merchant for the same transaction. In these transactions, the price paid to
the merchant is based on the wholesale cost of fuel. The merchant's wholesale
cost of fuel is dependent on several factors including, among others, the
factors described above affecting fuel prices. The fuel price that we charge to
our customer is dependent on several factors including, among others, the fuel
price paid to the merchant, posted retail fuel prices and competitive fuel
prices. We experience fuel price spread contraction when the merchant's
wholesale cost of fuel increases at a faster rate than the fuel price we charge
to our customers, or the fuel price we charge to our customers decreases at a
faster rate than the merchant's wholesale cost of fuel. The inverse of these
situations produces fuel price spread expansion. We believe approximately 5% of
revenues, net were directly impacted by fuel price spreads in both the three
months ended March 31, 2022 and 2021, respectively.

•Acquisitions-Since 2002, we have completed over 90 acquisitions of companies
and commercial account portfolios. Acquisitions have been an important part of
our growth strategy, and it is our intention to continue to seek opportunities
to increase our customer base and diversify our service offering through further
strategic acquisitions. The impact of acquisitions has, and may continue to
have, a significant impact on our results of operations and may make it
difficult to compare our results between periods.

•Interest rates-On May 4, 2022, the U.S. Federal Open Market Committee increased
the benchmark rate by 0.50 basis points and additional increases are possible in
future periods. We are exposed to market risk changes in interest rates on our
cash investments and debt, particularly in rising interest rate environments. On
January 22, 2019, we entered into three swap contracts. The objective of these
swap contracts is to reduce the variability of cash flows in the previously
unhedged interest payments associated with $2.0 billion of variable rate debt,
the sole source of which is due to changes in the LIBOR benchmark interest rate.
For each of these swap contracts, we pay a fixed monthly rate and receive one
month LIBOR. In January 2022, $1.0 billion of our interest rate swaps matured.

•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. To support our expected revenue growth, we plan to
continue to incur additional sales and marketing expense by investing in our
direct marketing, third-party agents, internet marketing, telemarketing and
field sales force.

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


Acquisitions and Investments

2022

•On March 1, 2022we completed the acquisition of Levarti, a US founded airline software platform company for an insignificant amount.

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•In February 2022we made immaterial investments in an EV charging business and an EV data analytics business.

2021

•On December 15, 2021we completed the acquisition of a mobile fuel payment solution Russia for an insignificant amount.


•On September 1, 2021, we completed the acquisition of ALE Solutions, Inc.
(ALE), a U.S. based provider of lodging solutions to the insurance industry, for
$421.8 million.

•On June 1, 2021we completed the acquisition of Associated Foreign Exchange (AFEX), a US based provider of cross-border payment solutions, e.g
$459.1 millionincluding cash.


•On January 13, 2021, we completed the acquisition of Roger, which has been
rebranded as Corpay One, a global accounts payable (AP) cloud software platform
for small businesses, for $39.0 million.

•In 2021 we made an investment of $37.8 million in a joint venture in
Brazil with CAIXA. We have made investments in other companies $6.8 million.


Results from our ALE, AFEX, Roger and Levarti acquisitions are reported in our
North America segment from the dates of acquisition. Results from our Russian
acquisition are reported in our International segment from the date of
acquisition.
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operating results

Three months passed March 31, 2022 compared to the past three months March 31, 2021


The following table sets forth selected unaudited consolidated statements of
income and selected operational data for the three months ended March 31 (in
millions, except percentages)*.
                                   Three Months Ended             % of Total             Three Months Ended             % of Total               Increase
(Unaudited)                          March 31, 2022              Revenues, net             March 31, 2021              Revenues, net            (decrease)             % Change
Revenues, net:
North America                     $       547.4                            69.4  %       $      402.2                            66.1  %       $    145.2                   36.1  %
Brazil                                    102.5                            13.0  %               81.9                            13.5  %             20.6                   25.2  %
International                             139.3                            17.7  %              124.5                            20.5  %             14.8                   11.9  %
Total revenues, net                       789.2                           100.0  %              608.6                           100.0  %            180.6                   29.7  %
Consolidated operating
expenses:
Processing                                174.2                            22.1  %              116.4                            19.1  %             57.8                   49.6  %
Selling                                    76.9                             9.7  %               52.1                             8.6  %             24.8                   47.6  %
General and administrative                143.5                            18.2  %              108.4                            17.8  %             35.2                   32.4  %
Depreciation and
amortization                               76.8                             9.7  %               65.7                            10.8  %             11.1                   16.8  %
Other operating, net                        0.1                               -  %                0.1                               -  %             (0.1)                       NM
Operating income                          317.7                            40.3  %              266.0                            43.7  %             51.8                   19.5  %
Investment gain                             0.2                               -  %                  -                               -  %              0.2                        NM
Other expense, net                          0.9                             0.1  %                1.7                             0.3  %             (0.9)                 (50.1) %
Interest expense, net                      22.0                             2.8  %               28.6                             4.7  %             (6.5)                 (22.8) %

Provision for income taxes                 76.7                             9.7  %               51.4                             8.5  %             25.3                   49.1  %
Net income                        $       218.0                            27.6  %       $      184.2                            30.3  %       $     33.7                   18.3  %
Operating income for
segments:
North America                     $       196.9                                          $      162.6                                          $     34.4                   21.1  %
Brazil                                     37.3                                                  32.2                                                 5.1                   15.8  %
International                              83.5                                                  71.2                                                12.3                   17.3  %
Operating income                  $       317.7                                          $      266.0                                          $     51.8                   19.5  %
Operating margin for
segments:
North America                              36.0      %                                           40.4      %                                         (4.4) %
Brazil                                     36.4      %                                           39.3      %                                         (2.9) %
International                              59.9      %                                           57.2      %                                          2.7  %
Consolidated                               40.3      %                                           43.7      %                                         (3.4) %


NM = Not Meaningful
*The sum of the columns and rows may not calculate due to rounding.

revenue, net


Consolidated revenues were $789.2 million in the three months ended March 31,
2022, an increase of $180.6 million or 29.7%, from $608.6 million in the three
months ended March 31, 2021. Organically, consolidated revenues increased by
approximately 15%. Consolidated revenues and organic growth increased primarily
due to increases in transaction volumes, the impact of acquisitions completed in
2021 and 2022 of approximately $58 million and the positive impact of the
macroeconomic environment.

Although we cannot precisely measure the impact of the macroeconomic
environment, in total we believe it had a positive impact on our consolidated
revenues for the three months ended March 31, 2022 over the comparable period in
2021 of approximately $21 million, driven primarily by the favorable impact of
fuel prices of approximately $22 million and favorable fuel price spreads of
approximately $5 million. These increases were partially offset by unfavorable
foreign exchange rates of approximately $6 million, mostly in our Russia, U.K.,
and European businesses.
                                       31
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North America Segment revenue, net


North America segment revenues were $547.4 million in the three months ended
March 31, 2022, an increase of $145.2 million or 36.1%, from $402.2 million in
the three months ended March 31, 2021. Organically, North America segment
revenues increased by approximately 15%. North America revenues and organic
growth increased primarily due to increases in transaction volumes, the impact
of acquisitions completed in 2021 of approximately $58 million and by the
positive impact of the macroeconomic environment.

Although we cannot precisely measure the impact of the macroeconomic
environment, in total we believe it had a positive impact on our North America
segment revenues in the three months ended March 31, 2022 over the comparable
period in 2021 of approximately $20 million, driven primarily by the favorable
impact of fuel prices of approximately $18 million and favorable fuel price
spreads of approximately $5 million. These increases were partially offset by
unfavorable changes in foreign exchange rates of approximately $3 million in our
cross-border payments business.

Brazil Segment revenue, net


Brazil segment revenues were $102.5 million in the three months ended March 31,
2022, an increase of $20.6 million or 25.2%, from $81.9 million in three months
ended March 31, 2021. Organically, Brazil segment revenues increased by
approximately 20%. Brazil revenues and organic growth increased primarily due to
increases in toll tags sold and the favorable impact of foreign exchange rates
of approximately $5 million for the three months ended March 31, 2022 over the
comparable period in 2021.

International segment revenue, net


International segment revenues were $139.3 million in the three months ended
March 31, 2022, an increase of $14.8 million or 11.9%, from $124.5 million in
the three months ended March 31, 2021. Organically, International segment
revenues increased by approximately 15%. International revenues and organic
growth increased primarily due to increases in transactions volumes, which was
partially offset by the negative impact of the macroeconomic environment.
Although we cannot precisely measure the impact of the macroeconomic
environment, in total we believe it had a negative impact on our International
segment revenues in the three months ended March 31, 2022 over the comparable
period in 2021 of approximately $4 million, driven primarily by unfavorable
foreign exchange rates of approximately $7 million primarily in our Russia, U.K.
and European businesses, partially offset by the favorable impact of fuel prices
of approximately $3 million.

Consolidated operating costs


Processing. Processing expenses were $174.2 million in the three months ended
March 31, 2022, an increase of $57.8 million or 49.6%, from $116.4 million in
the comparable prior period. Increases were primarily due to incremental bad
debt of $22 million, expenses related to higher volumes processed of
approximately $17 million and expenses related to acquisitions completed in 2021
and 2022 of approximately $18 million. Bad debt levels have returned to more
historical levels, as customer spend increases with higher fuel prices, and as a
result of strong new sales, which tend to have a higher loss rate.

Selling. Selling expenses were $76.9 million in the three months ended March 31,
2022, an increase of $24.8 million or 47.6%, from $52.1 million in the
comparable prior period. Increases in selling expenses were primarily associated
with higher commissions and other variable costs due to increased sales volumes
in the first quarter of 2022 and expenses related to acquisitions completed in
2021 and 2022 of approximately $8 million.

General and administrative. General and administrative expenses were $143.5
million in the three months ended March 31, 2022, an increase of $35.2 million
or 32.4% from $108.4 million in the comparable prior period. Increases in
general and administrative expenses were primarily due to increased stock based
compensation expense of $15 million, the impact of acquisitions completed in
2021 and 2022 of approximately $10 million, and various other increases
associated with growth of business over comparable period.

Depreciation and amortization. Depreciation and amortization expenses were $76.8
million in the three months ended March 31, 2022, an increase of $11.1 million
or 16.8%, from $65.7 million in the comparable prior period. Increases in
depreciation and amortization expenses were primarily due to expenses related to
acquisitions completed in 2021 and 2022 of approximately $11 million.

Interest expense, net. Interest expense, net was $22.0 million in the three
months ended March 31, 2022, a decrease of $6.5 million or 22.8%, from $28.6
million in the comparable prior period. The decrease in interest expense was
primarily due to the effect of the $1 billion interest rate swap that matured in
January 2022 and higher interest income earned on cash balances, partially
offset by incremental borrowings on our Credit Facility and Securitization
Facility. The following table sets forth the average interest rates paid on
borrowings under our Credit Facility, excluding the related unused facility fees
and swaps.

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contents


                                                                         Three Months Ended March 31,
(Unaudited)                                                            2022                         2021
Term loan A                                                                  1.64  %                      1.63  %
Term loan B                                                                  1.89  %                      1.88  %
Revolving line of credit A, B & C USD Borrowings                             1.65  %                      1.62  %
Revolving line of credit B GBP Borrowings                                       -  %                      1.52  %
Foreign swing line                                                           1.92  %                      1.54  %

The average unused facility fee for the credit facility was 0.30% over the past three month period March 31, 2022.


On January 22, 2019, we entered into three interest rate swap cash flow
contracts. The objective of these interest rate swap contracts is to reduce the
variability of cash flows in the previously unhedged interest payments
associated with $2 billion of variable rate debt, tied to the one month LIBOR
benchmark interest rate. During the three months ended March 31, 2022, as a
result of these swap contracts, we incurred additional interest expense of $8.1
million or 2.42% over the average LIBOR rates on $2 billion of borrowings. In
January 2022, $1.0 billion of our interest rate swaps matured.

Provision for income taxes. The provision for income taxes and effective tax
rate were $76.7 million and 26.0% in the three months ended March 31, 2022, an
increase of $25.3 million, or a 49.1% change, from $51.4 million and 21.8% in
the three months ended March 31, 2021. We provide for income taxes during
interim periods based on an estimate of our effective tax rate for the year.
Discrete items and changes in the estimate of the annual tax rate are recorded
in the period they occur. The increase in the provision for income taxes was
driven primarily by an increase in pre-tax earnings. The increase in the
effective tax rate was primarily due to lower excess tax benefit on fewer stock
option exercises in 2022 over the comparable period in 2021.

Net income. For the reasons discussed above, our net income increased to $218.0
million in the three months ended March 31, 2022, an increase of $33.7 million,
or 18.3%, from $184.2 million in the three months ended March 31, 2021.

Operating Income and Operating Margin


Consolidated operating income. Operating income was $317.7 million in the three
months ended March 31, 2022, an increase of $51.8 million, or 19.5%, from $266.0
million in the comparable prior period. Our operating margin was 40.3% and 43.7%
for the three months ended March 31, 2022 and 2021, respectively. The increase
in operating income was primarily driven by increases in transaction volume
driving organic growth, acquisitions completed in 2022 and 2021, the favorable
impact of fuel prices of $22 million and the favorable fuel price spreads of
approximately $5 million. These increases were partially offset by unfavorable
movements in the foreign exchange rates of $4 million. The lower operating
margin was primarily driven by additional stock compensation and bad debt in the
first quarter of 2022 over the comparable prior period.

North America segment operating income. North America operating income was
$196.9 million in the three months ended March 31, 2022, an increase of $34.4
million, or 21.1%, from $162.6 million in the comparable prior period. North
America operating margin was 36.0% and 40.4% for the three months ended March
31, 2022 and 2021, respectively. These increases were primarily driven by
increases in transaction volume driving organic growth, acquisitions completed
in 2022 and 2021, the favorable impact of fuel prices of $18 million and the
favorable fuel price spreads of approximately $5 million. These increases were
partially offset by the unfavorable movements in the foreign exchange rates. The
lower operating margin was driven primarily by additional stock compensation
expense and bad debt expenses in the first quarter of 2022 over the comparable
prior period.

Brazil segment operating income. Brazil operating income was $37.3 million in
the three months ended March 31, 2022, an increase of $5.1 million, or 15.8%,
from $32.2 million in the comparable prior period. Brazil operating margin was
36.4% and 39.3% for the three months ended March 31, 2022 and 2021,
respectively. The increase in operating income was primarily driven by increases
in transaction volume driving organic growth and the favorable movements in the
foreign exchange rates of approximately $2 million. The lower operating margin
was driven by incremental investments in sales and processing expenses in the
first quarter of 2022 over the comparable prior period.

International segment operating income. International operating income was $83.5
million in the three months ended March 31, 2022, an increase of $12.3 million
or 17.3%, from $71.2 million in the comparable prior period. International
operating margin was 59.9% and 57.2% for the three months ended March 31, 2022
and 2021, respectively. The increase in operating income was driven primarily by
increases in transaction volume driving organic growth and the favorable impact
of fuel prices of $3 million, partially offset by the unfavorable movements in
the foreign exchange rates of $5 million. The higher operating margin was driven
by operating leverage.


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liquidity and capital resources


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

Sources of liquidity. We believe that our current level of cash and borrowing
capacity under our Credit Facility and Securitization Facility (each defined
below), together with expected future cash flows from operations, will be
sufficient to meet the needs of our existing operations and planned requirements
for the foreseeable future, based on our current assumptions. At March 31, 2022,
we had approximately $2.3 billion in total liquidity, consisting of
approximately $969 million available under our Credit Facility (defined below)
and unrestricted cash of $1.3 billion. Based on our assessment of the current
capital market conditions and related impact on our access to cash, we have
reclassified all cash held at our Russian businesses of $124 million to
restricted cash as of March 31, 2022. Restricted cash represents primarily
customer deposits in our Comdata business in the U.S., cash held in our Russian
business, as well as collateral received from customers for cross-currency
transactions in our cross-border payments business, which are restricted from
use other than to repay customer deposits, as well as to secure and settle
cross-currency transactions.

We also utilize an accounts receivable Securitization Facility to finance a
majority of our domestic receivables, to lower our cost of borrowing and more
efficiently use capital. We generate and record accounts receivable when a
customer makes a purchase from a merchant using one of our card solutions and
generally pay merchants before collecting the receivable. As a result, we
utilize the Securitization Facility as a source of liquidity to provide the cash
flow required to fund merchant payments while we collect customer balances.
These balances are primarily composed of charge balances, which are typically
billed to the customer on a weekly, semimonthly or monthly basis, and are
generally required to be paid within 14 days of billing. We also consider the
undrawn amounts under our Securitization Facility and Credit Facility as funds
available for working capital purposes and acquisitions. At March 31, 2022, we
had no additional liquidity under our Securitization Facility.

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

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

Furthermore, we cannot predict how and the extent to which the conflict between
Russia and Ukraine will affect our customers, operations or business partners or
the demand for our products and our global business. Depending on the actions we
take or are required to take, the ongoing conflict could also result in loss of
cash flows, assets or impairment charges. The extent of the impact of these
tragic events on our business remains uncertain and will continue to depend on
numerous evolving factors that we are not able to accurately predict, including
the duration and scope of the conflict. We will continue to monitor and assess
the situation as circumstances evolve and to identify actions to potentially
mitigate any unfavorable impacts on our future results.

cash flows


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


                                                                 Three Months Ended March 31,
(Unaudited)                                                     2022                      2021
Net cash (used in) provided by operating
activities                                               $         (112.3)         $           77.9
Net cash used in investing activities                               (67.3)                    (63.2)
Net cash used in financing activities                               (49.8)                    (16.6)


Operating activities. Net cash used in operating activities was $112.3 million
in the three months ended March 31, 2022, compared to net cash provided by
operating activities of $77.9 million in the comparable prior period. The
decrease in operating cash flows was primarily due to unfavorable movements in
working capital primarily due to the increase in fuel prices and volumes, as
well as the timing of cash receipts and payments in the three months ended March
31, 2022 over the comparable period in 2021.

Investing activities. Net cash used in investing activities was $67.3 million in
the three months ended March 31, 2022 compared to $63.2 million in the three
months ended March 31, 2021. The increased use of cash was primarily due to
increased investment in technology, partially offset by lower cash used to fund
acquisitions in the three months ended March 31, 2022 over the comparable period
in 2021.
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contents


Financing activities. Net cash used in financing activities was $49.8 million in
the three months ended March 31, 2022, compared to $16.6 million in the three
months ended March 31, 2021. The increase in net cash used in financing
activities was primarily due to increased repurchases of common stock of $261
million, which was partially offset by an increase in net borrowings on our
Credit Facility of $145 million and on our Securitization Facility of $103
million in the three months ended March 31, 2022 over the comparable period in
2021.

Capital spending summary

Our investments were $31.4 million in the past three months March 31, 2022An increase of $11.9 million or 60.7%, of $19.5 million in the prior period due to the impact of acquisitions and continued investment in technology.

credit


FLEETCOR Technologies Operating Company, LLC, and certain of our domestic and
foreign owned subsidiaries, as designated co-borrowers (the "Borrowers"), are
parties to a $6.41 billion Credit Agreement (the "Credit Agreement"), with Bank
of America, N.A., as administrative agent, swing line lender and local currency
issuer, and a syndicate of financial institutions (the "Lenders"), which has
been amended multiple times. The Credit Agreement provides for senior secured
credit facilities (collectively, the "Credit Facility") consisting of a
revolving credit facility in the amount of $1.285 billion, a term loan A
facility in the amount of $3.225 billion and a term loan B facility in the
amount of $1.9 billion as of March 31, 2022. The revolving credit facility
consists of (a) a revolving A credit facility in the amount of $800 million,
with sublimits for letters of credit and swing line loans, (b) a revolving B
facility in the amount of $450 million with borrowings in U.S. dollars, euros,
British pounds, Japanese yen or other currency as agreed in advance, and a
sublimit for swing line loans, and (c) a revolving C facility in the amount of
$35 million for borrowings in U.S. dollars, Australian dollars or New Zealand
dollars. The Credit Agreement also includes an accordion feature for borrowing
an additional $750 million in term loan A, term loan B, revolving A or
revolving B facility debt and an unlimited amount when the leverage ratio on a
pro-forma basis is less than 3.00 to 1.00. Proceeds from the credit facilities
may be used for working capital purposes, acquisitions, and other general
corporate purposes. The maturity date for the term loan A and revolving credit
facilities A, B and C is December 19, 2023. The term loan B has a maturity date
of April 30, 2028.

At the March 31, 2022For example, the interest rate on Term Loan A was 1.96%, the interest rate on Term Loan B was 2.21% and the interest rate on Revolving Facility A was 1.90%. The unused credit facility fee was 0.30% March 31, 2022.


At March 31, 2022, we had $2.7 billion in borrowings outstanding on the term
loan A, net of discounts, and $1.9 billion in borrowings outstanding on the term
loan B, net of discounts. We have unamortized debt issuance costs of $2.9
million related to the revolving facilities as of March 31, 2022 recorded within
other assets in the Unaudited Consolidated Balance Sheet. We have unamortized
debt discounts of $15.7 million and debt issuance costs of $8.1 million related
to our term loans at March 31, 2022.

During the three months ended March 31, 2022from which we have made capital payments
$45.1 million in term loans, 400 million dollars on the turntables and
$8.5 million on the Swingline rotating system.

away March 31, 2022we have complied with all the requirements of the loan agreement.


Cash Flow Hedges

On January 22, 2019, we entered into three swap contracts. The objective of
these swap contracts is to reduce the variability of cash flows in the
previously unhedged interest payments associated with $2.0 billion of variable
rate debt, the sole source of which is due to changes in the LIBOR benchmark
interest rate. These swap contracts qualify as hedging instruments and have been
designated as cash flow hedges. For each of these swap contracts, we pay a fixed
monthly rate and receive one month LIBOR. The $1.0 billion interest rate swap
matured in January 2022. We reclassified approximately $8.1 million of losses
from accumulated other comprehensive income into interest expense during the
three months ended March 31, 2022 as a result of these hedging instruments.

securitization facility


We are party to a $1.6 billion receivables purchase agreement among FLEETCOR
Funding LLC, as seller, PNC Bank, National Association as administrator, and
various purchaser agents, conduit purchasers and related committed purchasers
parties thereto. We refer to this arrangement as the Securitization Facility.
There have been several amendments to the Securitization Facility. On March 23,
2022, we entered into the tenth amendment to the Securitization Facility. The
amendment increased the Securitization Facility commitment from $1.3 billion to
$1.6 billion and replaced LIBOR with Secured Overnight Financing Rate ("SOFR")
plus a SOFR Adjustment of 0.10%. The maturity date for our Securitization
Facility is March 29, 2024.

We have complied with the financial covenant requirements in relation to our securitization facility to date March 31, 2022.

                                       35
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Share Buyback Program


The Company's Board of Directors (the "Board") has approved a stock repurchase
program (as updated from time to time, the "Program") authorizing the Company to
repurchase its common stock from time to time until February 1, 2023. On January
25, 2022, the Board increased the aggregate size of the Program by $1.0 billion,
to $6.1 billion. Since the beginning of the Program through March 31, 2022,
21,845,168 shares have been repurchased for an aggregate purchase price of $4.9
billion, leaving the Company up to $1.2 billion of remaining authorization
available under the Program for future repurchases in shares of its common
stock.

Any stock repurchases may be made at times and in such amounts as deemed
appropriate. The timing and amount of stock repurchases, if any, will depend on
a variety of factors including the stock price, market conditions, corporate and
regulatory requirements, and any additional constraints related to material
inside information the Company may possess. Any repurchases have been and are
expected to be funded by a combination of available cash flow from the business,
working capital and debt.

Critical Accounting Policies and Estimates


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

Accounting estimates necessarily require subjective determinations about future
events and conditions. During the three months ended March 31, 2022, we have not
adopted any new critical accounting policies that had a significant impact upon
our consolidated financial statements, have not changed any critical accounting
policies and have not changed the application of any critical accounting
policies from the year ended December 31, 2021. For critical accounting
policies, refer to the Critical Accounting Estimates in Item 7 - Management's
Discussion and Analysis of Financial Condition and Results of Operations
included in our Annual Report on Form 10-K for the year ended December 31, 2021
and our summary of significant accounting policies in Note 1 of our Notes to the
Unaudited Consolidated Financial Statements in this Quarterly Report on
Form 10-Q.

Management’s use of non-GAAP financial measures


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

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

Organic revenue growth is calculated as revenue growth in the current period
adjusted for the impact of changes in the macroeconomic environment (to include
fuel price, fuel price spreads and changes in foreign exchange rates) over
revenue in the comparable prior period adjusted to include or remove the impact
of acquisitions and/or divestitures and non-recurring items that have occurred
subsequent to that period. We believe that organic revenue growth on a
macro-neutral, and consistent acquisition/divestiture/non-recurring item basis
is useful to investors for understanding the performance of FLEETCOR.
                                       36

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contents


Set forth below is a reconciliation of pro forma and macro adjusted revenue and
key performance metric by solution to the most directly comparable GAAP measure,
revenue, net and key performance metric (in millions)*:
                                                             Revenues, net                                   Key Performance Metric
                                                        Three Months Ended March 31,                      Three Months Ended March 31,
(Unaudited)                                            2022                  2021                           2022                     2021
FUEL - TRANSACTIONS
Pro forma and macro adjusted                     $        298.9          $    262.0                         116.5                     111.8
Impact of acquisitions/dispositions                           -                (0.1)                            -                      (1.6)
Impact of fuel prices/spread                               25.8                   -                             -                         -
Impact of foreign exchange rates                           (6.2)                  -                             -                         -
As reported                                      $        318.5          $    261.9                         116.5                     110.3

CORPORATE PAYMENTS - SPEND
Pro forma and macro adjusted                     $        185.9          $    155.6                $       27,435               $    25,166
Impact of acquisitions/dispositions                           -               (39.2)                            -                    (7,132)
Impact of fuel prices/spread                                0.5                   -                             -                         -
Impact of foreign exchange rates                           (2.6)                  -                             -                         -
As reported                                      $        183.8          $    116.4                $       27,435               $    18,035
TOLLS - TAGS
Pro forma and macro adjusted                     $         81.2          $     69.0                           6.1                       5.8
Impact of acquisitions/dispositions                           -                   -                             -                         -
Impact of fuel prices/spread                                  -                   -                             -                         -
Impact of foreign exchange rates                            3.7                   -                             -                         -
As reported                                      $         84.9          $     69.0                           6.1                       5.8
LODGING - ROOM NIGHTS
Pro forma and macro adjusted                     $         94.6          $     77.8                           8.8                       7.3
Impact of acquisitions/dispositions                           -               (18.7)                            -                      (1.4)
Impact of fuel prices/spread                                  -                   -                             -                         -
Impact of foreign exchange rates                           (0.1)                  -                             -                         -
As reported                                      $         94.6          $     59.0                           8.8                       5.9
GIFT - TRANSACTIONS
Pro forma and macro adjusted                     $         43.8          $     43.4                         293.0                     291.1
Impact of acquisitions/dispositions                           -                   -                             -                         -
Impact of fuel prices/spread                                  -                   -                             -                         -
Impact of foreign exchange rates                           (0.2)                  -                             -                         -
As reported                                      $         43.5          $     43.4                         293.0                     291.1
OTHER1- TRANSACTIONS
Pro forma and macro adjusted                     $         64.2          $     58.9                          10.0                       9.5
Impact of acquisitions/dispositions                           -                   -                             -                         -
Impact of fuel prices/spread                                  -                   -                             -                         -
Impact of foreign exchange rates                           (0.2)                  -                             -                         -
As reported                                      $         63.9          $     58.9                          10.0                       9.5

FLEETCOR CONSOLIDATED REVENUES
Pro forma and macro adjusted                     $        768.6          $  

666.7

Impact of acquisitions/dispositions                           -             

(58.0)

Impact of fuel prices/spread2                              26.2                   -                         Intentionally Left Blank
Impact of foreign exchange rates2                          (5.6)            

As reported                                      $        789.2          $  

608.6


* Columns may not calculate due to rounding.
1 Other includes telematics, maintenance, food, transportation and payroll card related businesses.
2 Revenues reflect an estimated $22 million positive impact from fuel prices and approximately $5 million positive impact from fuel price
spreads, partially offset by the negative impact of movements in foreign exchange rates of approximately $6 million.


Adjusted net income and adjusted net income per diluted share. We have defined
the non-GAAP measure adjusted net income as net income as reflected in our
Statement of Income, adjusted to eliminate (a) non-cash stock based compensation
expense related to share based compensation awards, (b) amortization of deferred
financing costs, discounts, 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 the impact of discrete tax
items, impairment charges, asset write-offs, restructuring costs, gains due to
disposition of assets/businesses, loss on extinguishment of debt, and legal
settlements.
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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.

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. We believe it is useful to exclude
non-cash share-based compensation expense from adjusted net income because
non-cash equity grants made at a certain price and point in time do not
necessarily reflect how our business is performing at any particular time and
share-based compensation expense is not a key measure of our core operating
performance. We also believe that amortization expense can vary substantially
from company to company and from period to period depending upon their financing
and accounting methods, the fair value and average expected life of their
acquired intangible assets, their capital structures and the method by which
their assets were acquired; therefore, we have excluded amortization expense
from our adjusted net income. Integration and deal related costs represent
business acquisition transaction costs, professional services fees, short-term
retention bonuses and system migration costs, etc., that are not indicative of
the performance of the underlying business. We also believe that certain
expenses and recoveries (e.g. legal settlements, write-off of customer
receivable, etc.), gains and losses on investments, and impairment charges do
not necessarily reflect how our investments and business are performing. We
adjust net income for the tax effect of each of these non-tax items.

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

•as operational performance measurements because they help us to compare our operational performance on a consistent basis;

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

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

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


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

                                                         Three Months Ended March 31,
 (Unaudited)                                                 2022                   2021
 Net income                                       $       217,952                $ 184,239
 Net income per diluted share                     $          2.75                $    2.15
 Stock-based compensation                                  32,631                   17,747
 Amortization1                                             57,630                   49,576

 Integration and deal related costs                         6,253           

3,670

 Legal settlements/litigation                                 435           

3,670

 Restructuring and related (subsidies) costs                    -                     (577)
 Other                                                          -                       (9)

 Total pre-tax adjustments                                 96,949                   74,077
 Income taxes                                             (25,241)                 (16,169)

 Adjusted net income                              $       289,660                $ 242,148
 Adjusted net income per diluted share            $          3.65                $    2.82
 Diluted shares                                            79,286                   85,764


1 Includes amortization related to intangible assets, premium on receivables, deferred
financing costs and debt discounts.
*Columns may not calculate due to rounding.





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contents

Special Cautionary Note Regarding Forward-Looking Statements


This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of the federal securities laws. Statements that are not historical
facts, including statements about FLEETCOR's beliefs, expectations and future
performance, are forward-looking statements. Forward-looking statements can be
identified by the use of words such as "anticipate," "intend," "believe,"
"estimate," "plan," "seek," "project" or "expect," "may," "will," "would,"
"could" or "should," the negative of these terms or other comparable
terminology.
These forward-looking statements are not a guarantee of performance, and you
should not place undue reliance on such statements. We have based these
forward-looking statements largely on our current expectations and projections
about future events. Forward-looking statements are subject to many
uncertainties and other variable circumstances, including those discussed in
"Risk Factors" in our Annual Report on Form 10-K for the year ended December 31,
2021 filed with the Securities and Exchange Commission on March 1, 2022, many of
which are outside of our control, that could cause our actual results and
experience to differ materially from any forward-looking statement.

These forward-looking statements may not be realized due to a variety of factors including, but not limited to:


•regulatory measures, voluntary actions, or changes in consumer preferences,
that impact our transaction volume, including social distancing,
shelter-in-place, shutdowns of nonessential businesses and similar measures
imposed or undertaken in an effort to contain and mitigate the spread of the
coronavirus (COVID-19) or new outbreaks thereof, including in China, including
the potential impact of vaccination mandates in certain jurisdictions;
•the impact of macroeconomic conditions and the current inflationary environment
and whether expected trends, including retail fuel prices, fuel price spreads,
fuel transaction patterns, electric vehicle, and retail lodging price trends
develop as anticipated and we are able to develop successful strategies in light
of these trends;
•the international operational and political risks and compliance and regulatory
risks and costs associated with international operations, including the impact
of the conflict between Russia and Ukraine on our business and operations;
•our ability to successfully execute our strategic plan, manage our growth and
achieve our performance targets;
•our ability to attract new and retain existing partners, fuel merchants, and
lodging providers, their promotion and support of our products, and their
financial performance;
•the failure of management assumptions and estimates, as well as differences in,
and changes to, economic, market, interest rate, interchange fees, foreign
exchange rates, and credit conditions, including changes in borrowers' credit
risks and payment behaviors;
•the risk of higher borrowing costs and adverse financial market conditions
impacting our funding and liquidity, and any reduction in our credit ratings;
•our ability to successfully manage our credit risks and the sufficiency of our
allowance for expected credit losses;
•our ability to securitize our trade receivables;
•the occurrence of fraudulent activity, data breaches or failures of our
information security controls or cybersecurity-related incidents that may
compromise our systems or customers' information;
•any disruptions in the operations of our computer systems and data centers;
•our ability to develop and implement new technology, products, and services;
•any alleged infringement of intellectual property rights of others and our
ability to protect our intellectual property;
•the regulation, supervision, and examination of our business by foreign and
domestic governmental authorities, as well as litigation and regulatory actions,
including the lawsuit filed by the Federal Trade Commission (FTC);
•the impact of regulations relating to privacy, information security and data
protection; use of third-party vendors and ongoing third-party business
relationships; and failure to comply with anti-money laundering (AML) and
anti-terrorism financing laws;
•changes in our senior management team and our ability to attract, motivate and
retain qualified personnel consistent with our strategic plan;
•tax legislation initiatives or challenges to our tax positions and/or
interpretations, and state sales tax rules and regulations;
•the risks of mergers, acquisitions and divestitures, including, without
limitation, the related time and costs of implementing such transactions,
integrating operations as part of these transactions and possible failures to
achieve expected gains, revenue growth and/or expense savings from such
transactions; and
•the other factors and information in our Annual Report on Form 10-K and other
filings that we make with the SEC under the Exchange Act and Securities Act. See
"Risk Factors" in our Annual Report on Form 10-K for the year ended December 31,
2021 filed with the Securities and Exchange Commission on March 1, 2022.

Given these risks and uncertainties, you are cautioned not to place undue
reliance on these forward-looking statements. The forward-looking statements
included in this report are made only as of the date hereof. We do not
undertake, and specifically disclaim, any obligation to update any such
statements or to publicly announce the results of any revisions to any of such
statements to reflect future events or developments.

you can get FLEETCOR’s Securities and Exchange Commission (“SEC”) filings free of charge by visiting the SEC Website at www.sec.gov.


This report includes non-GAAP financial measures, which are used by the Company
and investors as supplemental measures to evaluate the overall operating
performance of companies in our industry. By providing these non-GAAP financial
measures, together with reconciliations, we believe we are enhancing investors'
understanding of our business and our results of operations, as well as
assisting investors in evaluating how well we are executing strategic
initiatives. See "Management's Use
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of Non-GAAP Financial Measures” elsewhere in this Quarterly Report on Form 10-Q for additional information about those GAAP financial measures and a reconciliation to the nearest equivalent GAAP measure.

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