Corpay, Inc.: Form 10-K for the period ended Dec 31, 2024

Introduction

Effective March 25, 2024, FLEETCOR Technologies, Inc. changed its corporate name to Corpay, Inc. At that time, we ceased

trading under the ticker symbol "FLT" and began trading under our new ticker symbol, "CPAY", on the New York Stock

Exchange (NYSE) and have been a member of the S&P 500 since 2018. Corpay is a global corporate payments company that

helps businesses and consumers better manage and pay their expenses. Corpay's suite of modern payment solutions help

customers better manage vehicle-related expenses (e.g., fueling, tolls, car registrations and parking), lodging expenses (e.g.,

hotel and extended stay bookings) and corporate payments (e.g., domestic and international accounts payable and point of sale

purchases). This results in our customers saving time and ultimately spending less. Since its incorporation in 2000, Corpay has

delivered payment and spend solutions with customized controls and robust capabilities that offer our customers a better way to

pay.

Businesses spend an estimated $145 trillion each year in transactions with other businesses. In many instances, businesses lack

the proper tools to monitor what is being purchased and employ manual, paper-based, disparate processes and methods to both

approve and make payments for their business-to-business purchases. This often results in wasted time and money due to

unnecessary or unauthorized spending, fraud, receipt collection, data input and consolidation errors, inaccurate reimbursement

processing, account reconciliation errors, employee misuse and more.

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.

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.

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.

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. 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. With a long, proven operating history, Corpay facilitates

payments to or on behalf of millions of businesses around the world using multiple modalities.

Corpay has the following reportable segments: Vehicle Payments, Corporate Payments, Lodging Payments and Other. These

segments reflect how we organize and manage our global employee base, manage operating performance and execute on

strategic initiatives. 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. 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.

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Vehicle Payments

Our Vehicle Payments solutions are purpose-built to enable our customers to pay for vehicle related expenses. For our business

customers, we also provide greater control and visibility of spending when compared with less specialized payment methods,

such as cash or general-purpose credit cards. Our digital enabled solutions provide customers with significant control

capabilities such as, customizable user-level controls, programmable alerts and detailed transaction reporting. Furthermore, our

business customers can use the data, controls and tools to combat employee misuse and fraud, streamline expense

administration and potentially lower their operating costs, accessible through sophisticated web portals and mobile applications.

For our consumer customers, our Vehicle Payment solutions provide seamless, mobile first digital experience when paying for

certain vehicle related expenses, removing the friction associated with alternative payment methods and having to use multiple

service providers.

We utilize both proprietary and third-party payment acceptance networks to deliver our Vehicle Payments solutions. In our

proprietary networks, which tend to be geographically distinct and unique to the markets we serve, transactions are processed

on applications and operating systems owned and operated by us, and only at select participating merchants with whom we

have contracted directly for acceptance. 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.

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. At the most basic level, we provide the

measurement of fuel used and facilitate the payment for that fuel to the merchant, whether that fuel be diesel, gasoline,

compressed natural gas or electricity, while also providing online control, reporting and tracking capabilities to fleet operators.

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.

The measurement, control and payment needs of our customers operating electric vehicles (EV) are similar to those operating

traditional, internal combustion vehicles, just centered around electricity usage instead of gas or diesel usage. 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. Considering the increased

complexity of managing a mixed or an all EV fleet, our product sets are positioned to remain valuable and capture transaction

economics, regardless of the vehicle type or propulsion method. 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. 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 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. Our EV home-charging software solution is aimed at fleets that need to accurately reimburse drivers for

charging that takes place at home for business purposes, capturing, measuring and accurately pricing relevant charging sessions

and is directly integrated with energy companies to facilitate direct payment, thus bypassing the home energy account. We are

actively expanding our EV footprint to accommodate charging in the U.S., U.K. and Europe.

We also provide program management services to major oil companies, leasing companies and fuel marketers, which allow

these partners to outsource the sales, marketing, credit, service and system operations of their branded fuel card portfolios. 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. 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.

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. Our tolls solution primarily operates on our

proprietary Sem PararTM 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. 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.

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Our tags may also be used at approximately 7,300 participating merchant locations to purchase goods and services while in the

vehicle, such as parking, fuel, car washes and meals at drive-through restaurants. 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. 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. 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.

Vehicle Compliance – Our apps for mobile devices in Brazil allow millions of drivers to pay for vehicle taxes, vehicle

registration and parking and fines instantly. These solutions help drivers manage and monitor their vehicle's and license's

compliance by leveraging technology and data in consolidated and efficient platforms.

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. 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. 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. Finally, we offer

tire repair and management services to leasing companies and large fleets, servicing over one million vehicles across

approximately 25,000 tire centers in Germany, Austria, Switzerland, Norway, Sweden, Finland, Czech Republic and Hungary.

Benefits – In Mexico and Brazil, we offer prepaid food vouchers or cards that may be used as a form of payment in restaurants

and grocery stores. Additionally, in Brazil, we offer prepaid transportation cards and vouchers that may be used by commuting

employees as a form of payment on public transportation.

Corporate Payments

Our Corporate Payments solutions help businesses streamline the management, processing and payment of their domestic and

international invoices and make point-of-sale purchases for their employees. Companies can save time, reduce costs and

manage business-to-business (B2B) payment processing more efficiently with our suite of Corporate Payment solutions,

including accounts payable (AP) automation, virtual cards, cross-border payment products and purchasing and T&E cards.

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 virtual card, automated clearing house

(ACH), wire or check. 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. By automating the process of

paying vendors, businesses of all sizes can reduce the time, costs and fraud risks associated with their payment processes and

focus on operating their businesses.

Virtual Card – Our Virtual Card solution provides a single-use card number for a specific amount, usable within a defined

timeframe. 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.

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. This network

is managed with proprietary technology that allows us to continuously expand Virtual Card acceptance and optimize the

amount of spend we can capture. The scale of this network, coupled with an in-house vendor enrollment service, is a

competitive advantage. 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. This

two-sided transaction, where both payor and receiver are in our network, provides substantial payment security relative to paper

checks or ACH.

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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. We also offer hedging and risk management services to customers,

which helps them manage foreign exchange rate exposures in the course of doing business internationally. This solution may be

sold in conjunction with our AP Automation and Virtual Card solutions.

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. 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. 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. Additionally, we provide technology, which

combines and leverages transaction data captured from our virtual, purchasing and T&E card products, to help our customers

analyze and manage their corporate spending.

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. We offer lodging solutions to businesses primarily in North

America and the U.K. that have employees who travel overnight for work purposes, to airlines and cruise lines globally to

accommodate both their traveling crews and stranded passengers and to policyholders displaced from their homes due to

damage or catastrophe on behalf of property insurance carriers.

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. We utilize both proprietary and third-

party networks where we provide access to deeply discounted hotel rooms with streamlined travel management programs,

providing enhanced controls and reporting, audit and tax management services. We also can secure hotel rooms outside our

proprietary networks in each of our solutions, or private homes in our insurance vertical. We use proprietary data management

and payment processing systems to manage customer billings and reports, which, combined with our discounted hotel network,

provide customers with potential savings and increased visibility into their lodging costs.

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. We provide full-service lodging management for project-based travelers

and long-term stay programs. Our solution provides customers options, controls and insights they need to streamline their

corporate lodging program and optimize their investment in travel.

***Airlines –***The integration of our processing systems with airline logistics and crew management systems enables us to deliver

incremental enhanced services to the airline travel industry. We offer end-to-end automation of the crew layover process,

providing cost-saving hotel and transport bookings. We also have a proactive disruption system managing flight rebookings,

hotels, meals, compensation and transportation for distressed passengers, which delivers a notification directly to the affected

passenger to self-service based on their individual requirements. With an all-in-one platform, airlines can access automated

web-based billing and continual transaction auditing that's tied to their operational data to increase billing accuracy.

Insurance – We provide temporary housing solutions for displaced policyholders of insurance carriers and catastrophe teams,

serving at the request and approval of the insurance adjuster, delivering a seamless housing experience. 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.

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.

Our gift solutions include card design, production and packaging, delivery and fulfillment, card and account management,

transaction processing, promotion development and management, website design and hosting, program analytics and card

distribution channel management. Our 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.

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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. 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. As cardholders, the employees

may present the payroll card as a form of payment for personal purchases, transfer funds to their bank account or withdraw

funds from participating ATMs.

Sales and Distribution

We actively market and sell our solutions to current and prospective customers using a multi-channel approach. This go-to-

market strategy includes comprehensive digital channels, direct sales forces and strategic partner relationships. We continue to

expand online, end-to-end capability where the customers can buy, onboard and manage their accounts on their own. In

addition, we leverage an omni-channel approach that enables our sales people to be more efficient by improving their

prospecting efforts through digitally sourced leads. In our direct sales force channel, we acquire and manage the customer

relationship, which has historically been either in-person or via telesales. 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. In doing so, we leverage their sales networks to expand our reach into new customer segments, new industry

verticals and new geographies faster and at a significantly lower cost.

With respect to our tolls solution, we also place proprietary manned kiosks and unmanned vending machines in areas with high

consumer foot traffic, such as shopping malls, to reach consumers. 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. With

respect to our parking solutions, we sign deals with municipalities, local authorities and other parking operators to offer a

digital parking app to drivers who need to pay for parking in their locations. Typically, signage is prominently displayed in the

parking location to direct drivers to download our parking app to facilitate booking and payment. This same app is then used as

a tool to sell other products & services to these users.

We capitalize on our products’ specialization by deploying product-dedicated sales forces to target specific customer segments.

As our solution set has expanded, we are also facilitating cross-selling and bundled product offerings to fully leverage our

distribution capabilities, capture more spend and revenue from our existing customer base and deliver more value to customers

which should improve customer loyalty and retention.

Credit Underwriting and Collections

We perform a detailed application review of all new applications for credit, evaluating the applications for fraud as well as

credit risk. With both the fraud and credit review, we leverage third-party data sources, including device data, fraud scores and

credit bureau data to name a few. The credit review includes a combination of machine learning models, as well as judgmental

underwriting based on customer financials. We employ a variety of tools to manage risk in our portfolio, including billing

frequency, payment terms, spending limits, payment methods, delinquency suspension and security. Further, we use fraud

detection programs, including proprietary and third-party solutions, to monitor transactions and prevent misuse. We monitor the

credit quality of our portfolio periodically utilizing external credit scores and internal behavior data to identify high risk or

deteriorating credit quality accounts and control our risk through various strategies. 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. We also compete with specialized competitive offerings

from other companies that vary by product solution.

• Vehicle Payments: Our fuel solutions compete with similar offerings such as, WEX, U.S. Bank Voyager Fleet

Systems, Edenred, Sodexo, Alelo, Radius Payment Solutions and DKV. Our toll solutions compete with similar

offerings such as, ConectCar, Veloe (Alelo) and Repom (Edenred). 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.

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Competitive Advantage

In executing our strategy, we are advantaged by our competitive strengths:

• Global Scale – We have strong market positions across four continents. This enables us to provide new offerings with

better cost economics, sell complementary products, acquire attractive assets that can leverage existing infrastructure

and cost synergies and introduce successful products and practices from other markets.

• Compounding Growth Model – Our growth model historically benefits from strong revenue retention, organic growth

from new customer acquisitions and selling more value-added products to current customers, via developed and

acquired payment solutions.

• Proprietary Networks – Our specialized proprietary networks allow for unique data capture at the point of sale,

providing an incremental value proposition to our customers. 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. We own and control all the

critical components to our offering, creating improved speed to market and proprietary feature functionality in the

marketplace.

• Diversification – Our solutions and geographic diversification are designed to provide stability through the “portfolio

effect” when one geography or business is underperforming relative to the others. 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. 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 2024, we spent approximately $380 million in capital and operating expenses to operate, protect and enhance

our technology.

We operate several proprietary processing systems that provide features and functionality to run our card programs and

solutions, including our card issuing, processing and information services. 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 proprietary processing

systems and aggregation software are tailored to meet the unique needs of the individual markets they serve and enable us to

create and deliver solutions that serve each of our industry verticals and geographies. Our technology platforms are comprised

of four key components, which were primarily developed and are maintained in-house: (1) a core processing platform; (2)

specialized software; (3) integrated network capabilities; and (4) a cloud-based architecture with proprietary APIs.

Our technology function is based in the U.S., Europe and Brazil and has expertise in the management of applications,

transaction networks and infrastructure. 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.

We 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. Additionally, we are investing in modernizing our core transactional systems to

make them more resilient, secure and scalable. Our technology infrastructure is supported by highly-secure data centers, with

redundant locations. We operate our primary data centers, located in Atlanta, Georgia; Studley, United Kingdom; Prague,

Czech Republic; Las Vegas, Nevada; Lexington and Louisville, Kentucky; São Paulo, Brazil; and Toronto, Canada.

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 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. Our telecommunications and internet systems have multiple levels

of redundancy to ensure the reliability of network service. In 2024, we achieved over 99.9% up-time for authorizations globally.

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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. We may have responsibility to the card networks, financial institutions and in some instances, our customers, and/or

individuals, for our failure or the failure of our associated third parties (as applicable) to protect this information.

Our systems align with industry standards for security, with multiple industry certifications. Our network is configured with

multiple layers of security to isolate our core systems from unauthorized access. We use secure communication among

applications, and our employees access critical components strictly on a "need-to-know" basis. We may not be able to

adequately protect our systems or the data we collect from continually evolving cybersecurity risks or other technological risks,

which could subject us to liability and damage our reputation. 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.

Regulation

A substantial number of laws and regulations, both in the U.S. and in other jurisdictions, apply to businesses offering payment

products to customers, processing payments and servicing related accounts, or operating payment networks. These laws and

regulations are often evolving and sometimes ambiguous or inconsistent, and the extent to which they apply to us is at times

unclear. Failure to comply with regulations may result in the suspension or revocation of licenses or registrations, the limitation,

suspension, or termination of services or relationships with our bank partners and sponsors and business and sales partners and/

or the imposition of civil and criminal penalties, including fines. Certain of our solutions are also subject to rules set by various

payment networks, such as Mastercard, as more fully described below.

The following, while not exhaustive, is a description of several federal and state laws and regulations in the U.S., as well as

foreign laws and regulations, that are applicable to our business, and therefore can materially affect our capital expenditures,

earnings and competitive position. In addition, the legal and regulatory framework governing our business is subject to ongoing

revision, and changes in that framework could have a significant effect on us.

Money Transmission and Payment Instrument Licensing Regulations

We are subject to various U.S. laws and regulations governing money transmission and the issuance and sale of payment

instruments. In the U.S., most states license money transmitters and issuers of payment instruments. Through our subsidiaries,

we are licensed in all states where required for business. Many states exercise authority over the operations related to money

transmission and payment instruments and, as part of this authority, subject us to periodic examinations, which may include a

review of our compliance practices, policies and procedures, financial position and related records, privacy and data security

policies and procedures and other matters related to our business. 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.

As a licensee, we are subject to certain restrictions and requirements, including net worth and surety bond requirements, record

keeping and reporting requirements, requirements for regulatory approval of controlling stockholders or direct and indirect

changes of control of the licensee and certain other corporate events and requirements to maintain certain levels of permissible

investments in an amount equal to our outstanding payment obligations. Many states as well as the Financial Crimes

Enforcement Network of the U.S. Department of the Treasury (FinCEN) also require money transmitters and issuers of

payment instruments to comply with federal and state anti-money laundering laws (AML) and regulations. See “Anti-Money

Laundering, Counter Terrorist and Sanctions Regulations.”

Recently, a number of state legislatures have adopted all or parts of a new money transmission and sales of payment

instruments model law, the Money Transmission Modernization Act. State laws regarding money transmission and sales of

payment instruments requirements may continue to change in the future. Additionally, government agencies may impose new

or additional requirements on money transmission and sales of payment instruments. We expect that compliance costs will

increase in the future for our regulated subsidiaries.

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. In the U.S., we are now subject to several

comprehensive data privacy laws at the state level, including the California Consumer Privacy Act, as amended by the

California Privacy Rights Act, the Virginia Consumer Data Protection Act, the Colorado Privacy Act (effective July 1, 2023),

the Connecticut Data Privacy Act (effective July 1, 2023) and the Utah Consumer Privacy Act (effective December 31, 2023).

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

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absent lawfully recognized transfer mechanisms or, in some cases, prohibit such transfer completely. Going forward, we will

likely be subject to new and evolving data privacy laws in the U.S. and abroad, which could result in additional costs of

compliance, enforcement actions, regulatory investigations and fines, individual or class action litigation, or reputational harm.

These and similar laws and their related regulations collectively restrict certain collection, processing, storage, use and

disclosure of personal information, require notice to individuals of privacy practices and provide individuals with certain rights

to prevent use and disclosure of protected information. Some also impose requirements for the safeguarding and proper

destruction of personal information through the issuance of data security standards or guidelines. In many cases they impose

obligations to notify affected individuals, state officers or other governmental authorities, the media and consumer reporting

agencies, as well as businesses and governmental agencies, of security breaches affecting personal information. In addition,

some restrict the ability to collect and utilize certain types of information such as Social Security and driver’s license numbers.

These laws and regulations are complex and evolving and can provide for significant penalties for non-compliance. 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. See “Payment Card Industry Rules.”

Email and Text Marketing Laws and Regulations

We use email marketing and text-messaging to reach out to current or potential customers and therefore are subject to various

statutes, regulations and rulings, including the Telephone Consumer Protection Act (TCPA), the Controlling the Assault of

Non-Solicited Pornography and Marketing Act (CAN-SPAM Act) and related Federal Communication Commission (FCC)

orders. Several states have enacted additional, more restrictive and punitive laws regulating telemarketing and commercial

email. Foreign legislation exists as well, including Canada’s Anti-Spam Legislation and the European laws that have been

enacted pursuant to European Union Directive 2002/58/EC and its amendments. Although we believe that our telemarketing

and email practices comply with the relevant regulatory requirements, violations could result in enforcement actions, statutory

fines and penalties, class action litigation and reputational harm.

Unfair or Deceptive Business Practices

All persons engaged in commerce, including, but not limited to, us and our bank sponsors and customers, are subject to

regulatory enforcement by the FTC, under Section 5 of the Federal Trade Commission Act, and state attorneys general, under

various consumer-protection statutes, prohibiting unfair or deceptive acts or practices, and certain products also are subject to

the jurisdiction of the Consumer Financial Protection Bureau (CFPB) regarding the prohibition of unfair, deceptive, or abusive

acts and practices. As a service provider to certain of our bank sponsors, we may further be subject to direct supervision and

examination by federal banking regulators in connection with certain of our products and services, which may increase our

compliance costs. If we are accused of violating any of these laws, rules and regulations, we may be subject to enforcement

actions and as a result, may incur losses and liabilities that may impact our business.

Lending Regulations

We are subject to several laws and related regulations governing the provision and administration of credit. The Truth in

Lending Act (TILA) was enacted as a consumer protection measure to increase consumer awareness of the cost of credit and to

protect consumers from unauthorized charges or billing errors and is implemented by the CFPB’s Regulation Z. Most

provisions of TILA and Regulation Z apply only to the extension of consumer credit, but a limited number of provisions apply

to commercial cards as well. One example where TILA and Regulation Z are generally applicable is a limitation on liability for

unauthorized use, although a business that acquires 10 or more credit cards for its personnel can agree to more expansive

liability. Our cardholder agreements generally provide that these business customers waive, to the fullest extent possible, all

limitations on liability for unauthorized card use. The Equal Credit Opportunity Act (ECOA) together with Regulation B

prohibit creditors from discriminating on certain prohibited bases, such as an applicant’s sex, race, nationality, age and marital

status and further requires that creditors disclose the reasons for taking any adverse action against an applicant or a customer

seeking credit. The Fair Credit Reporting Act (FCRA) regulates consumer reporting agencies and the disclosure and use of

consumer reports. We obtain consumer reports with respect to an individual who guarantees or otherwise is obligated on a

commercial card. The Fair and Accurate Credit Transactions Act of 2003 amended FCRA and requires creditors to adopt

identity theft prevention programs to detect, prevent and mitigate identity theft in connection with covered accounts, which can

include business accounts for which there is a reasonably foreseeable risk of identity theft.

Anti-Money Laundering, Counter Terrorist and Sanctions Regulations

The Currency and Foreign Transactions Reporting Act, which is also known as the Bank Secrecy Act (BSA) and which has

been amended by the USA PATRIOT Act of 2001, contains a variety of provisions aimed at fighting terrorism and money

laundering. Among other things, the BSA and related regulations issued by FinCEN require financial-services providers to

establish AML programs, to prohibit the financing of terrorism, to report suspicious activity and to maintain a number of related

records. We are also subject to certain economic and trade sanctions programs that are administered by the U.S. Department of

Treasury’s Office of Foreign Assets Control (OFAC) that prohibit or restrict transactions to or from or dealings with specified

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countries, their governments and, in certain circumstances, their nationals, narcotics traffickers and terrorists or terrorist

organizations. 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.

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.

In addition, provisions of the BSA known as the Prepaid Access Rule issued by FinCEN impose certain obligations, such as

registration and collection of consumer information, on “providers” of certain prepaid access programs, including the stored

value products issued by our sponsor banks for which we serve as program manager. FinCEN has taken the position that, where

the issuing bank has principal oversight and control of such prepaid access programs, no other participant in the distribution

chain would be required to register as a provider under the Prepaid Access Rule. Despite this position, we have opted to register

as a provider of prepaid access through our subsidiary, Comdata Inc.

Interchange Fees

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act) effected comprehensive

revisions to a wide array of federal laws governing financial institutions, financial services and financial markets. The Durbin

Amendment to the Dodd-Frank Act provided that interchange fees that a card issuer or payment network receives or charges for

debit transactions must be “reasonable and proportional” to the cost incurred by the card issuer in authorizing, clearing and

settling the transaction. Payment network fees may not be used directly or indirectly to compensate card issuers in

circumvention of the interchange transaction fee restrictions. The Federal Reserve has capped debit interchange fees and may

reduce the cap in the future, however the cap has not had a material direct impact on our results of operations because we

operate under an exemption to the cap for the majority of our debit transactions.

Anti-Bribery Regulations

The Foreign Corrupt Practices Act (FCPA) prohibits the payment of bribes to foreign government officials and political figures

and includes anti-bribery provisions enforced by the Department of Justice and accounting provisions enforced by the Securities

and Exchange Commission (SEC). The statute has a broad reach, covering all U.S. companies and citizens doing business

abroad, among others, and defining a foreign official to include not only those holding public office but also local citizens

affiliated with foreign government-run or -owned organizations. The statute also requires maintenance of appropriate books and

records and maintenance of adequate internal controls to prevent and detect possible FCPA violations. We are subject to similar

statutes in certain foreign jurisdictions in which we operate, such as the U.K. Bribery Act.

Payment Card Industry Rules

In connection with certain services we provide for payment cards bearing the Mastercard brand and to those acting as merchants

accepting those cards, we must comply with the bylaws, regulations and requirements that are promulgated by Mastercard and

other applicable payment-card organizations, including the Payment Card Industry Data Security Standard (PCI DSS), the

Mastercard Site Data Protection Program (SDP) and other applicable data-security program requirements. A breach of such

payment card network rules could subject us to a variety of fines or penalties that may be levied by the payment networks for

certain acts or omissions. The payment networks routinely update and modify their requirements. Our failure to comply with

the networks’ requirements or to pay the fines they impose could cause the termination of our registration and require us to stop

processing transactions on their networks. Our subsidiary, Comdata Inc., is PCI DSS 3.2 compliant.

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.

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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 may be subject to audit by individual U.S. states with regard to our escheatment

practices.

Prepaid Card Regulations

Prepaid card programs that we manage may be subject to various federal and state laws and regulations, such as the Credit Card

Accountability, Responsibility and Disclosure Act of 2009 (CARD Act) and the CFPB’s Regulation E, which impose

requirements on general-use prepaid cards, store gift cards and electronic gift certificates.

State Usury Laws

Extensions of credit under many of our card products may be treated as commercial loans and may require state licensing. In

some states, usury laws limit the interest rates that can be charged not only on consumer loans but on commercial loans as well.

To the extent that these usury laws apply, we are limited in the amount of interest that we can charge and collect from our

customers. Because we have substantial operations in multiple jurisdictions, we utilize choice of law provisions in our

cardholder agreements as to the laws of which jurisdiction to apply. 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.

Derivatives Regulations

Rules adopted under the Dodd-Frank Act by the Commodity Futures Trading Commission (CFTC), provisions of the European

Market Infrastructure Regulation and its technical standards, as well as derivative reporting in Canada and the U.S., have

subjected certain of the foreign exchange derivative contracts we offer to our customers as part of our cross-border payments

business to reporting, recordkeeping and other requirements. Additionally, certain foreign exchange derivatives transactions we

may enter into in the future may be subject to centralized clearing requirements, or may be subject to margin requirements in

the U.S., U.K. and European Union. Other jurisdictions outside the U.S., U.K. and the European Union are considering, have

implemented, or are implementing regulations similar to those described above.

Other

We must contractually comply with certain regulations to which our sponsor banks are subject, as applicable. We may be

examined by our sponsor banks’ regulators and be subject to audits by certain sponsor banks relative to such regulations.

The Housing Assistance Tax Act of 2008 requires information returns to be made for each calendar year by merchants,

acquiring entities and third-party settlement organizations with respect to payments made in settlement of electronic payment

transactions and third-party payment network transactions occurring in that calendar year. Reportable transactions are also

subject to backup withholding requirements. We are required to comply with these requirements for the merchants in our

Comdata network. We could be liable for penalties if our information return is not in compliance with these regulations.

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. Our values-driven people programs, practices and policies have been developed to ensure we are able

to attract, retain and develop the quality of talent necessary to advance our key initiatives and achieve our strategic objectives.

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. 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. Our values, listed below, are

infused in all aspects of Corpay and guide our employee selection, behavior and interactions with both internal and external

stakeholders:

• Innovation – figure out a better way
• Execution – get it done; outputs matter
• Integrity – do the right thing
• People – we make the difference
• Collaboration – accomplish more together

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As of December 31, 2024, females represented approximately 50% of our global workforce and approximately 17% of our

senior leadership team, while minorities comprised approximately 32% of our domestic workforce and approximately 17% of

our senior leadership team.

We believe fostering a welcoming environment and an engaged employee base aligns with our values. Our global council, three

regional councils and nine employee resource groups (ERGs) are dedicated to building positivity and engagement into all

aspects of our global operations. Sponsored by the Chairman of the Board of Directors ("Board") and Chief Executive Officer

(CEO), the councils and ERGs are vital to creating an environment where all employees are able to prosper. Our ERGs allow a

safe space for employees to connect and discuss experiences. 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. Because we want our

employees and their families to thrive, in additional to our regular benefit offerings, we also focus on physical and mental well-

being. As part of our benefit programs we offer free online fitness classes, discounted gym memberships, weight-loss classes,

provide access to employee assistance programs in all regions and Mental Health Awareness programs globally.

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. Leadership, teamwork, communication and many other soft skills are vital to our

success. We offer a wide variety of career opportunities and paths to advancement through on-the-job coaching, training and

education. We are proud to be a company where an associate can start as an intern and turn it into a successful career.

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. 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. 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 CRS Report also includes details related to our global talent strategy, inclusion efforts, employee wellness and talent

development. Our CRS Reports may be accessed electronically at https://investor.corpay.com, in the governance section.

Additional Information

We maintain a website at www.corpay.com (http://www.corpay.com). The information on our website is not incorporated by reference into this Annual

Report on Form 10-K. We make available on or through our website certain reports and amendments to those reports that we

file with or furnish the SEC in accordance with the Securities and Exchange Act of 1934, as amended (Exchange Act). These

include our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. We

make this information available on our website free of charge as soon as reasonably practicable after we electronically file the

information with, or furnish it to, the SEC.

In addition, the SEC maintains a website that contains reports, proxy and information statements and other information

regarding issuers that file electronically at https://www.sec.gov.

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ITEM X. 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.

Ronald F. Clarke has been our Chief Executive Officer since August 2000 and was appointed Chairman of our Board of

Directors in March 2003. From 1999 to 2000, Mr. Clarke served as President and Chief Operating Officer of AHL Services,

Inc., a staffing firm. From 1990 to 1998, Mr. Clarke served as Chief Marketing Officer and later as a Division President with

Automatic Data Processing, Inc., a human resources software and services company. From 1987 to 1990, Mr. Clarke was a

Principal with Booz Allen Hamilton, a global management consulting firm. Earlier in his career, Mr. 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. 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. 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. 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. King worked at Mastercard where he was most recently

Managing Director, MasterCard Prepaid Management Services. During his 11 year career at Mastercard, Mr. King held the

roles of Group Head, Global Prepaid Solutions, Group General Manager for Market and Business Development in the U.K. &

Ireland and General Manager, Global Accounts. Prior to Mastercard, Mr. King held leadership positions at VISA in the

CEMEA region from 2003 to 2005 and at Citibank from 1998 to 2003, largely across commercial payments in international

markets. Mr. King spent the early part of his career in the telecom and automotive industries, in various sales and marketing

roles covering Europe.

Armando L. 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. Netto led IT Services for TIVIT, an IT and BPO

services company, from 2006 to 2014, where he led the integration of functional areas into the business unit, focused on

onboarding new clients and ensuring service quality. Prior to TIVIT, Mr. Netto held various leadership roles with Unisys and

McKinsey, where he gained international experience in Europe supporting clients in the U.K., France, Austria, Portugal and the

Netherlands.

Alissa B. Vickery has been our Chief Accounting Officer since September 2020 and also served as our interim Chief Financial

Officer from October 2022 through May 2023. 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. Vickery held a Senior Director position at Worldpay and spent more

than nine years in public accounting at Deloitte LLP and Arthur Andersen LLP, as a senior manager in the audit and assurance

practice.

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You should carefully consider the following risks applicable to us. If any of the following risks actually occur, our business,

operating results, financial condition and the trading price of our common stock could be materially adversely affected. The

risks discussed below also include forward-looking statements, and our actual results may differ substantially from those

discussed in these forward-looking statements. See “Note Regarding Forward-Looking Statements” in this report.

Risks related to information technology and security

We are dependent on the efficient and uninterrupted operation of interconnected computer systems, telecommunications,

data centers and call centers, including technology and network systems managed by multiple third parties, which could

result in our inability to prevent disruptions in our services.

Our ability to provide reliable service to customers, cardholders and other network participants depends upon uninterrupted

operation of our data centers and call centers as well as third-party labor and services providers. Our business involves

processing large numbers of transactions, the movement of large sums of money and the management of large amounts of data.

We rely on the ability of our employees, contractors, suppliers, systems and processes to complete these transactions in a

secure, uninterrupted and error-free manner.

Our subsidiaries operate in various countries and country specific factors, such as power availability, telecommunications

carrier redundancy, embargoes and regulation can adversely impact our information processing by, or for, our local

subsidiaries.

We engage backup facilities for each of our processing centers for key systems and data. However, there could be material

delays in fully activating backup facilities depending on the nature of the breakdown, security breach or catastrophic event

(such as fire, explosion, flood, pandemic, natural disaster, power loss, telecommunications failure or physical break-in).

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.

Our business depends heavily on the reliability of proprietary and third-party processing systems. A system outage could

adversely affect our business, financial condition or results of operations, including by damaging our reputation or exposing us

to third-party liability. To successfully operate our business, we must be able to protect our processing and other systems from

interruption, including from events that may be beyond our control. Events that could cause system interruptions include, but

are not limited to, fire, natural disaster, unauthorized entry, power loss, telecommunications failure, computer viruses, terrorist

acts and war. Although we have taken steps to protect against data loss and system failures, there is still risk that we may lose

critical data or experience system failures.

Our solutions are based on sophisticated software and computing systems that are constantly evolving. We often encounter

delays and cost overruns in developing changes implemented to our systems. In addition, the underlying software may contain

undetected errors, viruses or defects. Defects in our software products and errors or delays in our processing of electronic

transactions could result in additional development costs, diversion of technical and other resources from our other

development efforts, loss of credibility with current or potential customers, harm to our reputation or exposure to liability

claims. In addition, we rely on technologies supplied to us by third parties that may also contain undetected errors, viruses or

defects that could adversely affect our business, financial condition or results of operations. Although we attempt to limit our

potential liability for warranty claims through disclaimers in our software documentation and limitation of liability provisions in

our licenses and other agreements with our customers, we cannot assure that these measures will be successful in limiting our

liability.

We may not be able to adequately protect our systems or the data we collect from continually evolving cybersecurity risks or

other technological risks, which could subject us to liability and damage our reputation.

We electronically receive, process, store and transmit data and sensitive information about our customers and merchants,

including bank account information, social security numbers, expense data and credit card, debit card and checking account

numbers. We endeavor to keep this information confidential; however, our websites, networks, information systems, services

and technologies may be targeted for sabotage, disruption or misappropriation. The uninterrupted operation of our information

systems and our ability to maintain the confidentiality of the customer and consumer information that resides on our systems

are critical to the successful operation of our business. Unauthorized access to our networks and computer systems could result

in the theft or publication of confidential information or the deletion or modification of records or could otherwise cause

interruptions in our service and operations.

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.

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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. An

incident may not be detected until well after it occurs and the severity and potential impact may not be fully known for a

substantial period of time after it has been discovered. Our ability to address incidents may also depend on the timing and

nature of assistance that may be provided from relevant governmental or law enforcement agencies. Threats to our systems and

our associated third parties’ systems can derive from human error, fraud or malice on the part of employees or third parties, or

may result from accidental technological failure. Computer viruses can be distributed and could infiltrate our systems or those

of our associated third parties. In addition, denial of service or other attacks could be launched against us for a variety of

purposes, including to interfere with our services or create a diversion for other malicious activities. Although we believe we

have sufficient controls in place to prevent disruption and misappropriation and to respond to such attacks, any inability to

prevent security breaches could have a negative impact on our reputation, expose us to liability, decrease market acceptance of

electronic transactions and cause our present and potential clients to choose another service provider.

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. In light of those and other geopolitical events, nation-state

actors or their supporters may launch retaliatory cyber-attacks and may attempt to cause supply chain and other third-party

service provider disruptions, or take other geopolitically motivated retaliatory actions that may disrupt our business operations,

result in data compromise, or both. 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.

We could also be subject to liability for claims relating to misuse of personal information, such as unauthorized marketing

purposes and violation of data privacy laws. For example, we are subject to a variety of U.S. and international statutes,

regulations and rulings relevant to the direct email marketing and text-messaging industries. While we believe we are in

compliance with the relevant laws and regulations, if we were ever found to be in violation, our business, financial condition,

operating results and cash flows could be materially adversely affected. We cannot provide assurance that the contractual

requirements related to security and privacy that we impose on our service providers who have access to customer and

consumer data will be followed or will be adequate to prevent the unauthorized use or disclosure of data. In addition, we have

agreed in certain agreements to take certain protective measures to ensure the confidentiality of customer data. The costs of

systems and procedures associated with such protective measures, as well as the cost of deploying additional personnel, training

our employees and hiring outside experts, may increase and could adversely affect our ability to compete effectively. Any

failure to adequately enforce or provide these protective measures could result in liability, protracted and costly litigation,

governmental and card network intervention and fines, remediation costs and with respect to misuse of personal information of

our customers, lost revenue and reputational harm. While we maintain insurance covering certain security and privacy damages

and claim expenses above a certain financial retention level, we may not carry insurance or maintain coverage sufficient to

compensate for all liability and such insurance may not be available for renewal on acceptable terms or at all, and in any event,

insurance coverage would not address the reputational damage that could result from a security incident.

In addition, under payment network rules, regulatory requirements and related obligations, we may be responsible for the acts

or failures to act of certain third parties, such as third-party service providers, vendors, partners and others, which we refer to

collectively as associated participants. The failure of our associated participants to safeguard cardholder data and other

information in accordance with such rules, requirements and obligations could result in significant fines and sanctions and

could harm our reputation and deter existing and prospective customers from using our services. We cannot assure you that

there are written agreements in place with every associated participant or that such written agreements will ensure the adequate

safeguarding of such data or information or allow us to seek reimbursement from associated participants. Any such

unauthorized use or disclosure of data or information also could result in litigation that could result in a material adverse effect

on our business, financial condition and results of operations.

If we fail to develop and implement new technology, products and services, adapt our products and services to changes in

technology, or if our ongoing efforts to upgrade our technology, products and services are not successful, we could lose

customers and partners.

The markets for our solutions are highly competitive and characterized by rapid technological change, frequent introduction of

new products and services, evolving industry standards and evolving customer needs. We must respond to the technological

advances offered by our competitors, including the use of artificial intelligence and the requirements of regulators and our

customers and partners, in order to maintain and improve upon our competitive position and fulfill contractual obligations. We

may be unsuccessful in expanding our technological capabilities and developing, marketing, selling or encouraging adoption of

new products and services that meet these changing demands, which could jeopardize our competitive position. Similarly, if

new technologies are developed that displace our traditional payment card as payment mechanisms for purchase transactions by

businesses, we may be unsuccessful in adequately responding to customer practices and our transaction volume may decline. 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. 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

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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. 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 order to remain competitive, we are continually involved in a number of projects, including the development of new

platforms, mobile payment applications, e-commerce services and other new offerings emerging in the payments technology

industry, including with respect to EVs. These projects carry the risks associated with any development effort, including cost

overruns, delays in delivery and performance problems. Any delay in the delivery of new services or the failure to differentiate

our services could render our services less desirable to customers, or possibly even obsolete.

Risks related to our business and operations

Adverse effects on payment card transaction volume and other aspects of our business and operations, from unfavorable

macroeconomic conditions, weather conditions, natural catastrophes or public health crises or from changes to business

purchasing practices, could adversely affect our financial condition and operating results.

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. A substantial

portion of our revenue is based on the volume of payment card transactions by our customers. Accordingly, our operating

results could be adversely impacted by such events or trends that negatively impact the demand for fuel, business-related

products and services, or payment card services in general.

For example, our transaction volume is generally correlated with general economic conditions and levels of spending,

particularly in the U.S., Canada, the United Kingdom, Europe, Latin America, Australia and New Zealand and the related

amount of business activity in economies in which we operate. Downturns in these economies are generally characterized by

reduced commercial activity and, consequently, reduced purchasing of fuel and other business-related products and services by

our customers. 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. Likewise, recent political, investor and industry focus on

greenhouse gas emissions and climate change issues may adversely affect the volume of transactions or business operations of

the oil companies, merchants and truck stop owners with whom we maintain strategic relationships, which could adversely

impact our business. Further, we may not be able to successfully execute our EV strategy, which could further adversely impact

our business.

In addition, our transaction volumes could be adversely affected if businesses do not continue to use, or fail to increase their use

of, credit, debit, ACH, virtual cards or stored value cards as a payment mechanism for their transactions. Similarly, our

transaction volumes could be impacted by adverse developments in the payments industry, such as new legislation or regulation

that makes it more difficult for customers to do business, or a well-publicized data security breach that undermines the

confidence of the public in electronic payment systems.

Further, adverse macroeconomic conditions and resulting trends, weather conditions, natural catastrophes or public health

crises, could affect other aspects of our business. For example, because we derive a portion of our revenues from travel-related

spending, our business is sensitive to safety concerns related to travel and, limitations on travel and mobility and health-related

risks, and such adverse factors could impact the amount spent on lodging solutions or other business expenses. While our

lodging solutions generally benefit from weather-related events, disasters or catastrophic events in the future, including the

impact of such events on certain industries or the overall economy, could have a negative effect on our business, results of

operations and infrastructure, including our technology and systems. Climate change may exacerbate certain of these threats,

including the frequency and severity of weather-related events. Such factors and conditions may also impact the proper

functioning of financial and capital markets, which could have a negative impact on our ability to access capital in the future.

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. We use various methods to screen potential customers and establish appropriate credit limits, but these methods

cannot eliminate all potential credit risks and may not always prevent us from approving customer applications that are not

credit-worthy or are fraudulently completed. Changes in our industry, customer demand and, in relation to our fuel customers,

movement in fuel prices may result in periodic increases to customer credit limits and spending and, as a result, could lead to

increased credit losses. We may also fail to detect changes to the credit risk of customers over time. Further, during a declining

economic environment, we may experience increased customer defaults and preference claims by bankrupt customers.

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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. 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. 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. 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.

As a result of being subject to the Federal Reserve Board's and Federal Deposit Insurance Corporation's (FDIC's) rules on

qualified financial contracts (QFCs) and similar rules in other jurisdictions, we may not be able to exercise remedies against

counterparties and, as this regime has not yet been tested, we may suffer risks or losses that we would not have expected to

suffer if we could immediately close out transactions upon a termination event. 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.

We have significant amounts of cash, cash equivalents, receivables outstanding and other investments on deposit or in accounts

with banks or other financial institutions in the U.S. and international jurisdictions. Among other services, certain banks and

other financial institutions are lenders under our credit facilities, hold customer deposits for customers funds payable on

demand and hold cash collateral received from customers for derivative transactions as part of our Cross-Border solution. We

regularly monitor our concentration of, and exposure to, counterparty risk and actively manage this exposure to mitigate the

associated risk. Despite these efforts, we may be exposed to the risk of default on obligations by, or deteriorating operating

results or financial condition or failure of, these counterparty financial institutions. If one of our counterparty financial

institutions were to become insolvent, placed into receivership, or file for bankruptcy, our ability to recover losses incurred as a

result of default or to access or recover our assets that are deposited, held in accounts with, or otherwise due from, such

counterparty may be limited due to the insufficiency of the failed institutions’ estate to satisfy all claims in full or the applicable

laws or regulations governing the insolvency, bankruptcy, or resolution proceedings. 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.

Our business may be adversely affected by geopolitical 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.

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 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.

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. 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. 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. 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.

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. 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.

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We may incur substantial losses due to fraudulent use of our payment solutions.

Under certain circumstances, when we fund customer transactions, we may bear the risk of substantial losses due to fraudulent

use of our payment solutions. We do not maintain insurance to protect us against all of such losses. We bear similar risk relating

to fraudulent acts of employees or contractors, for which we maintain insurance. However, the conditions or limits of coverage

may be insufficient to protect us against such losses.

Criminals are using increasingly sophisticated methods to engage in illegal activities involving financial products, such as

skimming and counterfeiting payment cards and identity theft. A single significant incident of fraud, or increases in the overall

level of fraud, involving our cards and other products and services, could result in reputational damage to us, which could

reduce the use and acceptance of our cards and other payment solutions and services or lead to greater regulation that would

increase our compliance costs. Fraudulent activity could also result in the imposition of regulatory sanctions, including

significant monetary fines, which could have a material adverse effect on our business, financial condition and results of

operations.

Any decrease in our receipt of fees and charges, or limitations on our fees and charges, could adversely affect our business,

results of operations and financial condition.

Our card solutions include a variety of fees and charges associated with transactions, cards, reports, 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. If the users of our cards decrease their transaction activity, or the extent to which they use optional

services or pay invoices late, our revenue could be materially adversely affected. In addition, several market factors can affect

the amount of our fees and charges, including the market for similar charges for competitive card products and the availability

of alternative payment methods. Furthermore, regulators and Congress have passed new legislation that changes the electronic

payments industry’s pricing, charges and other practices related to its customers. Any restrictions on our ability to price our

products and services could materially and adversely affect our revenue.

We operate in a competitive business environment, and if we are unable to compete effectively, our business, operating

results and financial condition would be adversely affected.

The market for our solutions is highly competitive, and competition could intensify in the future. Our competitors vary in size

and in the scope and breadth of the products and services they offer. 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. 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.

The most significant competitive factors in our business are the breadth of product and service features, network acceptance

size, customer service, payment terms, account management and price. We may experience competitive disadvantages with

respect to any of these factors from time to time as potential customers prioritize or value these competitive factors differently.

As a result, a specific offering of our features, networks and pricing may serve as a competitive advantage with respect to one

customer and a disadvantage for another based on the customers’ preferences.

Some of our existing and potential competitors have longer operating histories, greater brand name recognition, larger customer

bases, more extensive customer relationships or greater financial and technical resources than we do. In addition, our larger

competitors may also have greater resources than we do to devote to the promotion and sale of their products and services and

to pursue acquisitions. Many of our competitors provide additional and unrelated products and services to customers, such as

treasury management, commercial lending and credit card processing, which allow them to bundle their products and services

together and present them to existing customers with whom they have established relationships, sometimes at a discount. If

price competition continues to intensify, we may have to increase the incentives that we offer to our customers, decrease the

prices of our solutions or lose customers, each of which could adversely affect our operating results. 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. To the extent that our competitors

are regarded as leaders in specific categories, they may have an advantage over us as we attempt to further penetrate these

categories.

Future mergers or consolidations among competitors, or acquisitions of our competitors by large companies may present

competitive challenges to our business if their fuel card products and services are effectively integrated and bundled into lower

cost sales packages with other widely utilized non-fuel card related products and services.

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.

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We are subject to risks related to volatility in the macroeconomic environment, which could adversely affect our revenue and

operating results.

As a result of our foreign operations, we are subject to risks related to changes in currency rates for revenue generated in

currencies other than the U.S. 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). 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.

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. 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. The credit risk associated with our

derivative contracts increases when foreign currency exchange rates move against our customers, possibly impacting their

ability to honor their obligations to deliver currency to us or to maintain appropriate collateral with us.

Additionally, from time to time, we have and expect to continue to enter into cross-currency swap agreements with financial

institutions to hedge against the effect of variability in the U.S. dollar to foreign exchange rates. The swap agreements require

an exchange of the notional amounts between us and the counterparties upon expiration or earlier termination of the

agreements. If, at the expiration or earlier termination of the swap agreements, the U.S. dollar to applicable foreign exchange

rate has declined from the rate in effect on the execution date, we are required to pay the counterparties an amount equal to the

excess of the U.S. dollar value over the respective foreign currency principal amount. In the event of a significant decline in the

applicable exchange rate, our payment obligations to the counterparties could have a material adverse effect on our cash flows.

Furthermore, we are subject to exchange control regulations that restrict or prohibit the conversion of more than a specified

amount of our foreign currencies into U.S. dollars and, as we continue to expand, we may become subject to further exchange

control regulations that limit our ability to freely utilize and transfer currency in and out of particular jurisdictions.

We estimate during the year ended December 31, 2024, approximately 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 spreads. When our fleet customers purchase fuel, certain

arrangements in our Vehicle Payments solutions generate revenue as a percentage of the fuel transaction purchase amount and

other arrangements generate revenue based on fuel price spreads. The fuel price that we charge to any Vehicle Payments

customer is dependent on several factors including, among others, the fuel price paid to the fuel merchant, posted retail fuel

prices and competitive fuel prices. The significant volatility in fuel prices can impact these revenues by lowering total fuel

transaction purchase amounts and tightening fuel price spreads. 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 Vehicle Payments customers, or

the fuel price we charge to our Vehicle Payments customers decreases at a faster rate than the merchant’s wholesale cost of

fuel.

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. 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. 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.

As a result, the success of these solutions is in part dependent on our ability to maintain relationships with major oil companies,

petroleum marketers, closed-loop fuel and lodging merchants, truck stop operators, airlines, sales channels and other channels

and partnerships (each of whom we refer to as our “partners”) and to enter into additional relationships or expand existing

arrangements to increase the acceptability of our payment solutions. These relationships vary in length and may be renegotiated

at the end of their respective terms. Due to the highly competitive, and at times exclusive, nature of these relationships, we often

must participate in a competitive bidding process to establish or continue the relationships. Such bidding processes may focus

on a limited number of factors, including pricing, which may affect our ability to effectively compete for these relationships.

If the various partners with whom we maintain relationships experience bankruptcy, financial distress, or otherwise are forced

to contract their operations, our solutions could be adversely impacted. 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.

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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.

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.

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. 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. We

may also have difficulty establishing or maintaining banking relationships needed to conduct our services due to evolving

banks’ policies, risk profiles and compliance requirements, which may vary by financial institution.

We must comply with various rules and requirements, including the payment of fees, of Mastercard and our sponsor banks

in order to remain registered to participate in the Mastercard networks.

A significant source of our revenue comes from processing transactions through the Mastercard networks. In order to offer

Mastercard programs to our customers, one of our subsidiaries is registered as a member service provider with Mastercard

through sponsorship by Mastercard member banks in both the U.S. and Canada. Registration as a service provider is dependent

upon our being sponsored by member banks. If our sponsor banks should stop providing sponsorship for us or determine to

provide sponsorship on materially less favorable terms, we would need to find other financial institutions to provide those

services or we would need to become a Mastercard member, either of which could prove to be difficult and expensive. Even if

we pursue sponsorship by alternative member banks, similar requirements and dependencies would likely still exist. In addition,

Mastercard routinely updates and modifies its membership requirements. Changes in such requirements may make it

significantly more expensive for us to provide these services. 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. 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.

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. In addition, interchange fees are the subject of intense legal, political and regulatory scrutiny and competitive

pressures in the electronic payments industry, which could result in lower interchange fees generally in the future.

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.

There is increased focus, including from governmental organizations, investors, employees and clients, on ESG issues such as

environmental stewardship, climate change, diversity and inclusion, racial justice and workplace conduct. Negative public

perception, adverse publicity or negative comments in social media could damage our reputation if we do not, or are not

perceived to, adequately address these issues. Any harm to our reputation could impact employee engagement and retention and

the willingness of customers and our partners to do business with us. In addition, organizations that provide information to

investors on corporate governance and related matters have developed ratings processes for evaluating companies on their

approach to ESG matters, and unfavorable ratings of our company or our industries may lead to negative investor sentiment and

the diversion of investment to other companies or industries.

Maintaining and enhancing our brands is critical to our business relationships and operating results.

We believe that maintaining and enhancing our brands is critical to our customer relationships and our ability to obtain partners

and retain employees. The successful promotion of our brands will depend upon our marketing and public relations efforts, our

ability to continue to offer high-quality products and services and our ability to successfully differentiate our solutions from

those of our competitors. In addition, future extension of our brands to add new products or services different from our current

offerings may dilute our brands, particularly if we fail to maintain our quality standards in these new areas. The promotion of

our brands will require us to make substantial expenditures, and we anticipate that the expenditures will increase as our markets

become more competitive and we expand into new markets. Even if these activities increase our revenues, this revenue may not

offset the expenses we incur. There can be no assurance that our brand promotion activities will be successful.

23

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.

We have been an active acquirer in the U.S. and internationally, and, as part of our growth strategy, we expect to seek to

acquire businesses, commercial account portfolios, technologies, services and products in the future. We have substantially

expanded our overall portfolio of solutions, customer base, headcount and operations through acquisitions. The acquisition and

integration of each business involves a number of risks and may result in unforeseen operating difficulties, delays and

expenditures in assimilating or integrating the businesses, technologies, products, personnel or operations of the acquired

business, all of which may divert resources and management attention otherwise available to grow our existing portfolio. We

may also have new or heightened regulatory requirements that we are required to comply with as a result of our acquisitions

which may lead to increased expense or a further diversion of management attention.

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. 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.

Integration of acquisitions could also result in the distraction of our management, the disruption of our ongoing operations or

inconsistencies on our services, standards, controls, procedures and policies, any of which could affect our ability to achieve the

anticipated benefits of an acquisition or otherwise adversely affect our operations and financial results.

To complete future acquisitions, we may determine that it is necessary to use a substantial amount of our cash or engage in

equity or debt financing. If we raise additional funds through further issuances of equity or convertible debt securities, our

existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and

privileges senior to those of holders of our common stock. In addition, we may not be able to obtain additional financing on

terms favorable to us, if at all, which could limit our ability to engage in acquisitions. Moreover, we can make no assurances

that the anticipated benefits of any acquisition, such as operating improvements or anticipated cost savings, would be realized.

Further, an acquisition may negatively affect our operating results because it may require us to incur charges and substantial

debt or other liabilities, may cause adverse tax consequences, substantial depreciation and amortization or deferred

compensation charges, may require the amortization, write-down or impairment of amounts related to deferred compensation,

goodwill and other intangible assets, may include substantial contingent consideration payments or other compensation that

reduce our earnings during the quarter in which incurred, or may not generate sufficient financial return to offset acquisition

costs.

In addition, from time to time, we may divest businesses, for, among other things, alignment with our strategic objectives. We

may not be able to complete desired or proposed divestitures on terms favorable to us. Gains or losses on the sales of, or lost

operating income from, those businesses may affect our profitability and margins. Moreover, we may incur asset impairment

losses related to divestitures that reduce our profitability. Our divestiture activities may present financial, managerial and

operational risks. Those risks include diversion of management attention from existing businesses, difficulties separating

personnel and financial and other systems, possible need for providing transition services to buyers, adverse effects on existing

business relationships with suppliers and customers and indemnities and potential disputes with the buyers. Any of these factors

could adversely affect our business, financial condition and results of operations.

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. 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 contracts and other transactions entered into with third parties often don’t require performance until a future date,

which can be months away and are not always settled on a timely basis. 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. In addition, as new complex derivative products are created, disputes about the terms of the underlying

contracts could arise, which could impair our ability to effectively manage our risk exposures from these products and subject

us to increased costs. 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 rely on licensed third

party software to calculate our daily net derivative positions for the purpose of hedging our financial market exposures. Any

failure of these systems to accurately calculate our net positions due to design weakness, capacity degradation or input errors

could result in unintended financial losses.

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Our payment solutions' results are subject to seasonality, which could result in fluctuations in our quarterly financial

results.

Our Vehicle Payments solutions are typically subject to seasonal fluctuations in revenues and profit, which are impacted during

the first and fourth quarter each year by the weather, holidays in the U.S. and lower business levels in Brazil due to summer

break and the Carnival celebration. Our Gift solutions are typically subject to seasonal fluctuations in revenues as a result of

consumer spending patterns. Historically, Gift revenues have been strongest in the third and fourth quarters and weakest in the

first and second quarters, as the retail industry has its highest level of activity during and leading up to the Christmas holiday

season.

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.

Section 404 of the Sarbanes-Oxley Act of 2002, as amended, requires that we evaluate and determine the effectiveness of our

internal control over financial reporting and provide a management report on the internal control over financial reporting, which

must be attested to by our independent registered public accounting firm. A material weakness is a deficiency, or combination

of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material

misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

As previously reported in Part II, Item 9A. “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.

During the year ended December 31, 2024, management improved its user access management over certain systems and made

progress remediating the material weakness. However, additional time is required to complete the material weakness

remediation work, and to test the design and operational effectiveness of the enhanced and newly developed controls. In

addition, as part of remediation effort, we may deem it necessary to implement additional controls, such as enhancements or

automation of certain aspects of our ITGCs. We believe our efforts will be effective to remediate the material weakness, but this

material weakness remained as of December 31, 2024. We concluded this material weakness did not result in any material

misstatements in our financial statements or disclosures in either of the years ended December 31, 2023 or 2024.

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. Effective internal control over financial reporting is necessary for us to provide reliable and timely financial

reports and, together with adequate disclosure controls and procedures, are designed to reasonably detect and prevent fraud. 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.

Risks related to our intellectual property

If we are unable to protect our intellectual property rights and confidential information, our competitive position could be

harmed and we could be required to incur significant expenses in order to enforce our rights.

To protect our proprietary technology, we rely on copyright, trade secret, patent and other intellectual property laws and

confidentiality agreements with employees and third parties, all of which offer only limited protection. Despite our precautions,

it may be possible for third parties to obtain and use without our consent confidential information or infringe on our intellectual

property rights, and our ability to police that misappropriation or infringement is uncertain, particularly in countries outside of

the U.S. In addition, our confidentiality agreements with employees, vendors, customers and other third parties may not

effectively prevent disclosure or use of proprietary technology or confidential information and may not provide an adequate

remedy in the event of such unauthorized use or disclosure.

Protecting against the unauthorized use of our intellectual property and confidential information is expensive, difficult and not

always possible. Litigation may be necessary in the future to enforce or defend our intellectual property rights, to protect our

confidential information, including trade secrets, or to determine the validity and scope of the proprietary rights of others. 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.

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. 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.

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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.

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. In addition, to the extent that we gain greater visibility, market exposure and add

new products and services, we may face a higher risk of being the target of intellectual property infringement claims asserted by

third parties. We may, in the future, receive notices alleging that we have misappropriated or infringed a third party’s

intellectual property rights. There may be third-party intellectual property rights, including patents and pending patent

applications that cover significant aspects of our technologies, processes or business methods. Any claims of infringement or

misappropriation by a third party, even those without merit, could cause us to incur substantial defense costs and could distract

our management from our business, and there can be no assurance that we will be able to prevail against such claims. Some of

our competitors may have the capability to dedicate substantially greater resources to enforcing their intellectual property rights

and to defending claims that may be brought against them than we do. Furthermore, a party making such a claim, if successful,

could secure a judgment that requires us to pay substantial damages, potentially including treble damages if we are found to

have willfully infringed a patent. A judgment could also include an injunction or other court order that could prevent us from

offering our products and services. In addition, we might be required to seek a license for the use of a third party’s intellectual

property, which may not be available on commercially reasonable terms or at all. Alternatively, we might be required to

develop non-infringing technology, which could require significant effort and expense and might ultimately not be successful.

Third parties may also assert infringement claims against our customers relating to their use of our technologies or processes.

Any of these claims might require us to defend potentially protracted and costly litigation on their behalf, regardless of the

merits of these claims, because under certain conditions we may agree to indemnify our customers from third-party claims of

intellectual property infringement. If any of these claims succeed, we might be forced to pay damages on behalf of our

customers, which could adversely affect our business, operating results and financial condition.

Finally, we use open source software in connection with our technology and services. Companies that incorporate open source

software into their products, from time to time, face claims challenging the ownership of open source software. As a result, we

could be subject to suits by parties claiming ownership of what we believe to be open source software. Open source software is

also provided without warranty and may therefore include bugs, security vulnerabilities or other defects for which we have no

recourse or recovery. Some open source software licenses require users of such software to publicly disclose all or part of the

source code to their software and/or make available any derivative works of the open source code on unfavorable terms or at no

cost. While we monitor the use of open source software in our technology and services and try to ensure that none is used in a

manner that would require us to disclose the source code to the related technology or service, such use could inadvertently

occur and any requirement to disclose our proprietary source code could be harmful to our business, financial condition and

results of operations.

Our success is dependent, in part, upon our executive officers and other key personnel, and the loss of key personnel could

materially adversely affect our business.

Our success depends, in part, on our executive officers and other key personnel. Our senior management team has significant

industry experience and would be difficult to replace. The market for qualified individuals is competitive, especially in certain

fields, including information technology, and we may not be able to attract and retain qualified personnel or candidates to

replace or succeed members of our senior management team or other key personnel. The loss of key personnel could materially

adversely affect our business.

Risks related to regulatory matters and litigation

Changes in laws, regulations and enforcement activities may adversely affect our products and services and the markets in

which we operate.

The electronic payments industry is subject to increasing regulation in the U.S. and internationally. The laws and regulations

applicable to us, including those enacted prior to the advent of digital payments, continue to evolve through legislative and

regulatory action and judicial interpretation. Domestic and foreign government regulations impose compliance obligations on

us and restrictions on our operating activities, which can be difficult to administer because of their scope, mandates and varied

requirements. We are subject to government regulations covering a number of different areas, including, among others: interest

rate and fee restrictions; credit access and disclosure requirements; licensing and registration requirements, including money

transmitter licenses; collection and pricing regulations; compliance obligations; security, privacy and data breach requirements;

identity theft protection programs; countering terrorist financing; AML compliance programs and consumer protection. While a

large portion of these regulations focuses on individual consumer protection, legislatures and regulators continue to consider

whether to include business customers, especially smaller business customers, within the scope of these regulations. 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.

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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 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.

As a service provider to certain of our bank sponsors, we are subject to direct supervision and examination by the CFPB, in

connection with certain of our products and services. CFPB rules, examinations and enforcement actions may require us to

adjust our activities and may increase our compliance costs. In addition, our bank partners are subject to regulation by federal

and state banking authorities and, as a result, could pass through some of those compliance obligations to us or alter the extent

or the terms of their dealings with us in ways that may have adverse consequences for our business.

Many of these laws and regulations are evolving, unclear and inconsistent across various jurisdictions, and ensuring compliance

with them is difficult and costly. With increasing frequency, federal and state regulators are holding businesses like ours to

higher standards of training, monitoring and compliance, including monitoring for possible violations of laws by our customers

and people who do business with our customers while using our products. If we fail or are unable to comply with existing or

changed government regulations in a timely and appropriate manner, we may be subject to injunctions, other sanctions or the

payment of fines and penalties, and our reputation may be harmed, which could have a material adverse effect on our business,

financial condition and results of operations. Further, as we interact directly with consumers, in conjunction with our existing

customers and partners or directly on our own behalf, our compliance obligations may expand.

For more information about laws, regulations and enforcement activities that may adversely affect our products and services

and the markets in which we operate, see “Business- Regulatory.”

Derivatives regulations have added costs to our business and any additional requirements, such as future registration

requirements and increased regulation of derivative contracts, may result in additional costs or impact the way we conduct

our hedging activities, as well as impact how we conduct our business within our international payments provider

operations.

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. Further, OTC derivatives offer investors more flexibility in structure because, unlike the

standardized cleared products, they can be tailored or customized to fit specific needs or investment goals. In order to best meet

a client’s risk management objectives, our Cross-Border solution would like to preserve the ability to continue trading these

types of OTC derivatives when possible. 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.

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. Additionally, certain foreign exchange derivatives transactions we may enter into in the future

may be subject to centralized clearing requirements or may be subject to margin requirements in the U.S., U.K., and European

Union or other jurisdictions.

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. Any such

fines, sanctions or limitations on our business could adversely affect our operations and financial results. Additionally, the

regulatory regimes for derivatives in the 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. Other jurisdictions outside the U.S., U.K. and the European Union are considering, have implemented, or are

implementing regulations similar to those described above and these may result in greater costs to us as well.

With respect to its bank counterparties, the Cross-Border solution may be subject to additional regulatory requirements from

time to time associated with trading non-centrally cleared OTC derivatives pursuant to the Uncleared Margin Rules (UMR). We

will need to monitor and manage carefully the initial and variation margin requirements under the UMR, as and when they

apply to portions of the Cross-Border solution.

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.

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.

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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. For example, in the U.S., all

financial institutions must undertake certain steps to help protect the privacy and security of consumer financial information. In

connection with providing services to our clients, we are required by regulations and arrangements with payment networks, our

sponsor banks and certain clients to provide assurances regarding the confidentiality and security of non-public consumer

information. These arrangements require periodic audits by independent companies regarding our compliance with industry

standards such as PCI standards and also allow for similar audits regarding best practices established by regulatory guidelines.

The compliance standards relate to our infrastructure, components and operational procedures designed to safeguard the

confidentiality and security of non-public consumer personal information received from our customers. Our ability to maintain

compliance with these standards and satisfy these audits will affect our ability to attract and maintain business in the future. If

we fail to comply with these regulations, we could be exposed to suits for breach of contract or to governmental proceedings. In

addition, our client relationships and reputation could be harmed, and we could be inhibited in our ability to obtain new clients.

If more restrictive privacy laws or rules are adopted by authorities in the future on the federal or state level or internationally,

our compliance costs may increase, our opportunities for growth may be curtailed by our compliance capabilities or reputational

harm and our potential liability for security breaches may increase, all of which could have a material adverse effect on our

business, financial condition and results of operations.

Legislation and regulation of greenhouse gases (“GHG”) and related divestment and other efforts could adversely affect our

business.

We are aware of the increasing focus of local, state, regional, national and international regulatory bodies on GHG emissions

and climate change issues. Legislation to regulate GHG emissions has periodically been introduced in the U.S. Congress, and

there has been a wide-ranging policy debate, both in the U.S. and internationally, regarding the impact of these gases and

possible means for their regulation. Several states and geographic regions in the U.S. have adopted legislation and regulations

to reduce emissions of GHGs. Additional legislation or regulation by these states and regions, the EPA and/or any international

agreements to which the U.S. may become a party, that control or limit GHG emissions or otherwise seek to address climate

change could adversely affect our partners’ and merchants’ operations and therefore ours. Because our business depends on the

level of activity in the oil industry, existing or future laws or regulations related to GHGs and climate change, including

incentives to conserve energy or use alternative energy sources, could have a negative impact on our business if such laws or

regulations reduce demand for fuel. Further, we may not be able to successfully execute our EV strategy, which could further

adversely affect our business.

In addition to the regulatory efforts described above, there have also been efforts in recent years aimed at the investment

community, including investment advisors, sovereign wealth funds, public pension funds, universities and other groups,

promoting the divestment of fossil fuel equities as well as to pressure lenders and other financial services companies to limit or

curtail activities with companies engaged in the extraction of fossil fuel reserves. If these efforts are successful, our ability to

access capital markets may be limited and our stock price may be negatively impacted.

Members of the investment community have recently increased their focus on sustainability practices with regard to the oil and

gas industry, including practices related to GHGs and climate change. An increasing percentage of the investment community

considers sustainability factors in making investment decisions, and an increasing number of our partners and merchants

consider sustainability factors in awarding work. 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.

In the course of our business we contract with domestic and foreign government entities, including state and local government

customers, as well as federal government agencies. As a result, we are subject to various laws and regulations that apply to

companies doing business with federal, state and local governments. The laws relating to government contracts differ from

other commercial contracting laws and our government contracts may contain pricing terms and conditions that are not common

among commercial contracts. In addition, we may be subject to investigation from time to time concerning our compliance with

the laws and regulations relating to our government contracts. Our failure to comply with these laws and regulations may result

in suspension of these contracts or administrative or other penalties.

Litigation and regulatory actions could subject us to significant fines, penalties or requirements resulting in significantly

increased expenses, damage to our reputation and/or material adverse effects on our business.

We are, or may from time to time be, subject to claims in the ordinary course of our operations, including individual and class

action lawsuits, arbitration proceedings, government and regulatory investigations, inquiries, actions or requests and other

proceedings alleging violations of laws, rules and regulations with respect to competition, antitrust, intellectual property,

privacy, data protection, information security, anti-money laundering, counter-terrorist financing, sanctions, anti-bribery, anti-

corruption, consumer protection (including unfair, deceptive, or abusive acts or practices), fraud, accessibility, securities, tax,

labor and employment, commercial disputes, product liability, use of our services for illegal purposes and other matters. The

number and significance of these disputes and inquiries is expected to continue to increase as our products, services and

business expand in complexity, scale, scope and geographic reach, including through acquisitions of businesses and technology.

Responding to proceedings may be difficult and expensive, and we may not prevail. In some proceedings, the claimant seeks

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damages as well as other relief, which, if granted, would require expenditures on our part or changes in how we conduct

business. There can be no certainty that we will not ultimately incur charges in excess of presently established or future

financial accruals or insurance coverage, or that we will prevail with respect to such proceedings. Regardless of whether we

prevail or not, such proceedings could have a material adverse effect on our business, reputation, financial condition and results

of operations. Further, these types of matters could divert our management’s attention and other resources away from our

business. In addition, from time to time, we have had, and expect to continue to receive, inquiries from regulatory bodies and

administrative agencies relating to the operation of our business. Any potential claims or any such inquiries or potential claims

have resulted in, and may continue to result in, various audits, reviews and investigations, which can be time consuming and

expensive. These types of inquiries, audits, reviews and investigations could result in the institution of administrative or civil

proceedings, sanctions and the payment of fines and penalties, various forms of injunctive relief and redress, changes in

personnel and increased review and scrutiny by customers, regulatory authorities, the media and others, which could be

significant and could have a material adverse effect on our business, reputation, financial condition and results of operations.

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.

Material failures to comply with the obligations under the FTC Order may subject us to enforcement proceedings, which could

result in significant fines, penalties or liabilities that may impact our financial performance.

Failure to comply with the FCPA, AML regulations, economic and trade sanctions regulations and similar laws and

regulations applicable to our international activities, could subject us to penalties and other adverse consequences.

As we continue to expand our business internationally, we may continue to expand into certain foreign countries, particularly

those with developing economies, where companies often engage in business practices that are prohibited by U.S., U.K. and

other foreign regulations, including the FCPA, the U.K. Bribery Act, Canada’s PCMLTFA and Australia’s AML/CTF Act.

These laws and regulations generally prohibit our employees, consultants and agents from bribing, being bribed or making

other prohibited payments to government officials or other persons to obtain or retain business or gain some other business

advantage. We have implemented policies to discourage such practices; however, there can be no assurances that all of our

employees, consultants and agents, including those that may be based in or from countries where practices that violate these

laws may be customary, will not take actions in violation of our policies for which we may be ultimately responsible.

In addition, we are subject to AML laws and regulations, including the BSA. Among other things, the BSA requires money

services businesses (such as money transmitters and providers of prepaid access) to develop and implement risk-based AML

programs, verify the identity of our customers, report large cash transactions and suspicious activity and maintain transaction

records.

We are also subject to certain economic and trade sanctions programs that are administered by OFAC, which prohibit or restrict

transactions to or from or dealings with specified countries, their governments, and in certain circumstances, their nationals, and

with individuals and entities that are specially designated nationals of those countries, narcotics traffickers and terrorists or

terrorist organizations. Other group entities may be subject to additional foreign or local sanctions requirements in other

relevant jurisdictions.

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. Our businesses in those jurisdictions are subject to those data retention obligations.

Violations of these laws and regulations may result in severe criminal or civil sanctions and, in the U.S., suspension or

debarment from U.S. government contracting. Likewise, any investigation of any potential violations of these laws and

regulations by U.S. or foreign authorities could also have an adverse impact on our reputation and operating results. In addition,

we cannot predict the nature, scope or effect of future regulatory requirements to which our international operations might be

subject or the manner in which existing laws and regulations might be administered or interpreted.

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 approximately $8.0 billion of debt outstanding under our Credit Facility and Securitization

Facility (each as defined herein). In addition, we are permitted under our credit agreement to incur additional indebtedness,

subject to specified limitations. 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

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acquisitions, working capital, capital expenditures and other general corporate activities. 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.

We and our subsidiaries may incur substantial additional indebtedness in the future, including through our Securitization

Facility. Although our credit agreements contain restrictions on the incurrence of additional indebtedness, these restrictions are

subject to a number of significant qualifications and exceptions, and under certain circumstances, the amount of additional

indebtedness that could be incurred in compliance with these restrictions could be substantial. If new debt is added to our

existing debt levels, the related risks that we will face would increase.

In addition, any financial turmoil affecting the banking system or financial markets could cause significant financial service

institution failures, new or incremental tightening in the credit markets, low liquidity and extreme volatility or distress in the

fixed income, credit, currency and equity markets, which could have a material adverse impact on our business. We require

liquidity and access to capital to fund our global operations, including providing collateral to bank counterparties, funding

working capital and other cash needs, and financing acquisitions.

Our balance sheet includes significant amounts of goodwill and intangible assets. We have recently recorded impairment

losses on these assets and any further impairment of a significant portion of these assets would negatively affect our

financial results.

Our balance sheet includes goodwill and intangible assets that represent approximately 47% of our total assets at December 31,

2024. These 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.

On at least an annual basis, we assess whether there have been impairments in the carrying value of goodwill and indefinite-

lived intangible assets. If the carrying value of the asset is determined to be impaired, it is written down to fair value by a

charge to operating earnings. As a result, for the year ended December 31, 2024, we recorded a non-cash goodwill impairment

loss of $90 million, representing a partial impairment of the goodwill within our Payroll Card reporting unit, which is a

component of our "Other" category.

Risk Management and Strategy

We are subject to cybersecurity incidents and information theft risks in our operations, which we seek to manage through

cybersecurity and information security programs, training and insurance coverage. To strengthen our security and cybersecurity

defenses, we maintain a defensive approach to cybersecurity and information security designed to defend our systems against

misuse, intrusions and cyberattacks and to protect the data we collect. Our processes to assess, identify and manage material

risks from cybersecurity threats are strategically integrated into our overall risk management framework, as evidenced by

annual risk assessments and required trainings across business lines and applications. Our information security program

maintains procedures and controls for the systems, applications and our data and data of our third-party providers. We have an

established cybersecurity training program which is administered through online learning modules and is required for all

employees at least annually. Such trainings cover topics such as password protection, phishing, the protection of confidential

information and asset security, among others and educate employees on mechanisms in place to report cybersecurity incidents

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or suspicions of cybersecurity incidents or threats. Further, we maintain a cybersecurity incident response plan, which is

managed by our Chief Information Security Officer (CISO) and is reviewed and tested annually. The incident response process

is overseen by a security operations and cybersecurity incident response team comprised of members across the organization,

including global management and IT operations and leverages an organizational-wide platform that allows us to track, manage

and resolve information security risks across the organization.

Our information security program is designed to generally align with recommended practices in security standards issued by the

International Organization for Standardization (ISO), American Institute of Certified Public Accountants (AICPA, SSAE18),

National Institute of Standards and Technology Cybersecurity Framework (NIST CSF), Payment Card Industry Data Security

Standard (PCI DSS) and other industry sources. Specifically, we strive to maintain ISO certifications (ISO 27001 Brazil and

U.K.), SOC 1 and 2 Type 2 reports and PCI DSS reports on compliance to adhere to industry standard practices.

Our newly acquired businesses operate with independent cybersecurity programs and processes, which may vary in scope and

complexity compared to our overarching cybersecurity framework, until they are fully integrated into our unified system.

As part of our overall risk mitigation strategy, we also maintain cybersecurity insurance coverage; however, such insurance may

not be sufficient in type or amount to cover us against claims related to security breaches, cyberattacks and other cybersecurity

incidents.

We have not identified any risks from cybersecurity threats, including as a result of previous cybersecurity incidents, that have

materially affected or are reasonably likely to materially affect our business strategy, results of our operations, or financial

condition. However, we have been the target of cyber-attacks and expect them to continue as cybersecurity threats have been

rapidly evolving in sophistication and becoming more prevalent in the industry. We cannot eliminate all risks from

cybersecurity threats or provide assurances that we have not experienced an undetected cybersecurity incident in the past or that

we will not experience such an incident in the future. For more information on the risks from cybersecurity threats and incidents

that we face, refer to Part I, “Item 1A. Risk Factors.”

Use of Third Parties

To regularly assess whether our cybersecurity strategies and processes remain appropriate to prevent, investigate and address

cybersecurity-related issues, we engage with information security and forensics firms with specialized industry knowledge. Our

collaboration with these third parties includes the administration of third-party security questionnaires, risk assessments and

testing and consultation on security enhancements to attempt to mitigate threats. We also collaborate with third parties,

regulators and law enforcement, when appropriate, to resolve security incidents and assist in efforts to prevent unauthorized

access to our processing systems.

In order to oversee and identify risks from cybersecurity threats and incidents associated our use of third-party service

providers, we maintain a risk management program designed to help protect against the misuse of information technology. In

addition to risk assessments and questionnaires obtained upon selection of a new service provider, we also perform annual

third-party risk assessments to ensure these service providers continue to meet contractual obligations for cybersecurity,

regulatory and industry requirements.

Governance

Board of Directors Oversight

The Information Technology and Security Committee (ITSC) is responsible for providing oversight and leadership for our

information technology security and cybersecurity planning processes, policies and objectives. The ITSC is composed of board

members with both industry knowledge as well as expertise in technology and security, finance and risk management. The

primary purpose of the committee is to review, assess and make recommendations regarding the long-term strategy for global

information security and the evolution of our technology in a competitive environment.

To accomplish this purpose, the information technology and security committee has four primary responsibilities:

• to understand the security controls and assessments conducted on major card platforms and concur that such controls

are comparable to industry best practices and standards as appropriate;

• to assess technology modernization plans and processing platform strategies to validate proper investment in multi-

year initiatives that maintain effective and efficient use of Company resources;

• to review progress on significant IT projects against milestones and quality indicators and evaluate actions intended to

drive quality and timeliness; and

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• to evaluate the prioritization of strategies for intellectual property protection.

Management's Role

The Board and the information technology and security committee directed the formation of a cross-functional cybersecurity

council and receive regular cybersecurity reports from the Company's Chief Information Officer (CIO) and the CISO, among

others. These reports include updates on our cybersecurity strategy and execution of its processes, including updates on

procedures to prepare for, prevent, detect, respond to and recover from (as applicable) cybersecurity incidents. Such updates

also include updates on our continued compliance with regulatory requirements. Our information security and risk management

program is periodically evaluated by third-party specialists, and the results of those reviews are reported to the Board.

Our CISO, who reports directly to our CIO, has served in various roles in information technology and information security for

over 20 years, with experience in technology risk management, cybersecurity, compliance, network engineering, information

systems and business resiliency. He is a Certified Information Systems Security Professional and Certified Information Systems

Auditor.

Our CISO manages our information security and oversees our data security personnel and our incident response and business

continuity management programs to assess and manage the cybersecurity element of our risk management program, including

policies, cybersecurity training, security operations and engineering, cybersecurity threat detection and incident response. Our

CISO informs and updates the Board about any information security incidents that may pose a significant risk to us.

Our corporate headquarters are located in Atlanta, Georgia where we lease approximately 46,500 square feet of office space. In

addition to our corporate headquarters, we have major operations located in Brentwood, Tennessee; Covington, Louisiana;

Louisville, Kentucky; Lexington, Kentucky; and Peachtree Corners, Georgia. Our largest offices internationally are located in

São Paulo, Brazil; London, United Kingdom; Prague, Czech Republic; Mexico City, Mexico and Toronto, Canada. We lease all

of the real property used in our business, except for a portion of our headquarters in Mexico City, which we own.

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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"). Based on our current knowledge, management presently does not believe that the liabilities

arising from these legal proceedings will have a material adverse effect on our consolidated financial condition, results of

operations or cash flows. However, it is possible that the ultimate resolution of these legal proceedings could have a material

adverse effect on our results of operations and financial condition for any particular period.

Derivative Lawsuits

On July 10, 2017, a shareholder derivative complaint was filed against the Company and certain of the Company’s directors

and officers in the United States District Court for the Northern District of Georgia ("Federal Derivative Action") seeking

recovery from the Company. The District Court dismissed the Federal Derivative Action on October 21, 2020, and the United

States Court of Appeals for the Eleventh Circuit affirmed the dismissal on July 27, 2022, ending the lawsuit. A similar

derivative lawsuit that had been filed on January 9, 2019 in the Superior Court of Gwinnett County, Georgia (“State Derivative

Action”) was likewise dismissed on October 31, 2022.

On January 20, 2023, the previous State Derivative Action plaintiffs filed a new derivative lawsuit in the Superior Court of

Gwinnett County, Georgia. The new lawsuit, City of Aventura Police Officers’ Retirement Fund, derivatively on behalf of

Fleetcor Technologies, Inc. v. Ronald F. Clarke and Eric R. Dey, alleges that the defendants breached their fiduciary duties by

causing or permitting the Company to engage in unfair or deceptive marketing and billing practices, making false and

misleading public statements concerning the Company’s fee charges and financial and business prospects and making improper

sales of stock. The complaint seeks approximately $118 million in monetary damages on behalf of the Company, including

contribution by defendants as joint tortfeasors with the Company in unfair and deceptive practices and disgorgement of

incentive pay and stock compensation. On January 24, 2023, the previous Federal Derivative Action plaintiffs filed a similar

new derivative lawsuit, Jerrell Whitten, derivatively on behalf of Fleetcor Technologies, Inc. v. Ronald F. Clarke and Eric R.

Dey, against Mr. Clarke and Mr. Dey in Gwinnett County, Georgia. 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).

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.

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. After discussions with the Company, the

FTC proposed in October 2019 to resolve potential claims relating to the Company’s advertising and marketing practices,

principally in its U.S. direct fuel card business within its North American Fuel Card business. The parties reached impasse

primarily related to what the Company believes are unreasonable demands for redress made by the FTC. On December 20,

2019, the FTC filed a lawsuit in the Northern District of Georgia against the Company and Ron Clarke. See FTC v. FleetCor

and Ronald F. Clarke, No. 19-cv-05727 (N.D. Ga.). The complaint alleges the Company and Ron Clarke violated the FTC Act’s

prohibitions on unfair and deceptive acts and practices. The complaint seeks among other things injunctive relief, consumer

redress and costs of suit. The Company continues to believe that the FTC’s claims are without merit and these matters are not

and will not be material to the Company’s financial performance. On April 17, 2021, the FTC filed a motion for summary

judgment. On April 22, 2021, the United States Supreme Court held unanimously in AMG Capital Management v. FTC that the

FTC does not have authority under current law to seek monetary redress by means of Section 13(b) of the FTC Act, which is

the means by which the FTC has sought such redress in this case. The Company cross-moved for summary judgment regarding

the FTC’s ability to seek monetary or injunctive relief on May 17, 2021. On August 13, 2021, the FTC filed a motion to stay or

to voluntarily dismiss without prejudice the case pending in the Northern District of Georgia in favor of a parallel

administrative action under Section 5 of the FTC Act that it filed on August 11, 2021 in the FTC’s administrative process.

Apart from the jurisdiction and statutory change, the FTC’s administrative complaint makes the same factual allegations as the

FTC’s original complaint filed in December 2019. The FTC’s administrative action was stayed pending resolution of the case in

federal court. On August 9, 2022, the District Court for the Northern District of Georgia granted the FTC's motion for summary

judgment as to liability for the Company and Ron Clarke, but granted the Company's motion for summary judgment as to the

FTC's claim for monetary relief as to both the Company and Ron Clarke.

On June 8, 2023, the Court issued an Order for Permanent Injunction and Other Relief. The Company filed its notice of appeal

to the United States Court of Appeals for the Eleventh Circuit on August 3, 2023. On August 17, 2023, the FTC Commission

ordered that the stay of the parallel Section 5 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. Any settlement of this matter, or defense against the

lawsuit, could involve costs to the Company, including legal fees, redress, penalties and remediation expenses.

33

Estimating an amount or range of possible losses resulting from litigation proceedings is inherently difficult and requires an

extensive degree of judgment, particularly where, as here, the matters involve indeterminate claims for monetary damages and

are in the stages of the proceedings where key factual and legal issues have not been resolved. For these reasons, the Company

is currently unable to predict the ultimate timing or outcome of, or reasonably estimate the possible losses or a range of possible

losses resulting from, the matters described above.

RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with

the 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 elsewhere in this report. 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. 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.

Executive Overview

Effective March 25, 2024, FLEETCOR Technologies, Inc. changed its corporate name to Corpay, Inc. At that time, we ceased

trading under the ticker symbol "FLT" and began trading under our new ticker symbol, "CPAY", on the New York Stock

Exchange (NYSE). Corpay is a global corporate payments company that helps businesses and consumers better manage and

pay their expenses. Corpay's suite of modern payment solutions help customers better manage vehicle-related expenses (e.g.,

fueling, tolls, car registration and parking), lodging expenses (e.g., hotel and extended stay bookings) and corporate payments

(e.g., domestic and international accounts payable and point of sale purchases). This results in our customers saving time and

ultimately spending less. Since its incorporation in 2000, Corpay has delivered payment and spend solutions with customized

controls and robust capabilities that offer our customers a better way to pay.

Businesses spend an estimated $145 trillion each year in transactions with other businesses. In many instances, businesses lack

the proper tools to monitor what is being purchased and employ manual, paper-based, disparate processes and methods to both

approve and make payments for their business-to-business purchases. This often results in wasted time and money due to

unnecessary or unauthorized spending, fraud, receipt collection, data input and consolidation, report generation, reimbursement

processing, account reconciliations, employee disciplinary actions and more.

Corpay’s vision is that every payment is digital, every purchase is controlled and every related decision is informed. Digital

payments are faster and more secure than paper-based methods such as checks and provide timely and detailed data that can be

utilized to effectively reduce unauthorized purchases and fraud, automate data entry and reporting, and eliminate reimbursement

processes. Combining this payment data with analytical tools delivers insights, which managers can use to better run their

businesses. Our wide range of modern, digitized solutions generally provides control, reporting and automation benefits

superior to many of the payment methods businesses often use such as cash, paper checks, general purpose credit cards, as well

as employee pay and reclaim processes.

Russia Disposition

We completed the sale of our Russia business on August 15, 2023. The sale included the entirety of our operations in Russia

and resulted in a complete exit from the Russia market. 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. In connection with the sale, we recorded a net gain on disposal of $13.7 million during the year

ended December 31, 2023, which represents the proceeds received less the derecognition of the related net assets, the

reclassification of accumulated foreign currency translation losses, and the foreign exchange loss upon conversion of the ruble-

denominated proceeds to U.S. dollars.

Exclusive of the impact of disposition, our business in Russia accounted for approximately $62.0 million of our income before

income taxes for the year ended December 31, 2023.

Comdata Merchant Solutions Disposition

In May 2024, we signed a definitive agreement to sell the merchant solutions business, a business within the U.S. division of

our Vehicle Payments segment (the "disposal group") to a third party. The transaction was completed during December 2024.

The disposal group's assets and liabilities were recorded at their carrying value. Goodwill of approximately $58.2 million was

allocated to the carrying value of the disposal group based on a relative fair value analysis.

We received total proceeds of $185.5 million, which have been recorded within investing activities in the accompanying

Consolidated Statements of Cash Flows. In connection with the sale, we recorded a net gain on disposal of $121.3 million

during the year ended December 31, 2024, which represents the proceeds received less the derecognition of the related net

assets.

37

Results

Revenues, net, Net Income Attributable to Corpay and Net Income Per Diluted Share Attributable to Corpay. Set forth below

are revenues, net, net income attributable to Corpay and net income per diluted share attributable to Corpay for the years ended

December 31, 2024 and 2023 (in millions, except per share amounts).

Adjusted Net Income Attributable to Corpay, Adjusted Net Income Per Diluted Share Attributable to Corpay, Adjusted

EBITDA and Adjusted EBITDA margin. 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).

Adjusted net income attributable to Corpay, adjusted net income per diluted share attributable to Corpay, adjusted EBITDA and

adjusted EBITDA margin are supplemental non-GAAP financial measures of operating performance. See the heading entitled

“Management’s Use of Non-GAAP Financial Measures” for more information and a reconciliation of the non-GAAP financial

measure to the most directly comparable financial measure calculated in accordance with U.S. generally accepted accounting

principles, or GAAP. 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. These non-GAAP measures are presented solely to permit investors to

more fully understand how our management assesses underlying performance and are not, and should not be viewed as, a

substitute for GAAP measures and should be viewed in conjunction with our GAAP financial measures.

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. 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. 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 remaining results are included within Other, which includes our Gift and Payroll Card

businesses. These segments align with how the Chief Operating Decision Maker (CODM) allocates resources, assesses

performance and reviews financial information.

Our revenue is generally reported net of the cost for underlying products and services purchased. In this report, we refer to this

net revenue as “revenue" or "revenues, net". See “Results of Operations” for additional segment information.

Revenues, net, by Segment. For the years ended December 31, 2024 and 2023, our segments generated the following revenues,

net (in millions):

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*Columns may not calculate due to rounding. Other includes our Gift and Payroll card operating segments.

We generate revenue in our Vehicle Payments segment 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. We also generate float revenue earned on invested

customer funds in jurisdictions where permitted.

In our Corporate Payments segment, our payables business primarily earns 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. Revenues from risk

management products and foreign exchange payment services are primarily comprised of the difference between the exchange

rate we set for the customer and the rate available in the wholesale foreign exchange market. In our cross-border payments

business, the majority of revenue is from exchanges of currency at spot rates, which enables customers to make cross-currency

payments. Our cross-border payments business also derives revenue from our risk management business, which aggregates

foreign currency exposures arising from customer contracts and economically hedges the resulting net currency risks by

entering into offsetting contracts with established financial institution counterparties. 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.

In our Lodging Payments segment, 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 or based on commissions paid by hotels. We may also charge fees for

access to the network and 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.

Revenues, net, by Geography Revenues, net by geography for the years ended December 31, 2024 and 2023, were as follows

(in millions):

*Columns may not calculate due to rounding. Disclosure has been conformed in all periods to align with current

presentation, which is based on the geographic location of the legal entity.

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Revenues, net, by Key Performance Metric and Organic Growth. Revenues, net by key performance metric and organic

growth by segment for the years ended December 31, 2024 and 2023, were as follows (in millions except revenues, net per key

performance indicator)*:

1 Other includes Gift and Payroll Card operating segments.

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

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. Relevant KPI is derived by broad product

type and may differ from how we describe the business. 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.

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

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.

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. Also included are facilities expenses, third-

party professional services fees, travel and entertainment expenses and other corporate-level expenses.

• *Depreciation and amortization—*Our depreciation expenses include depreciation of property and equipment,

consisting of computer hardware and software (including proprietary software development amortization expense),

card-reading equipment, furniture, fixtures, vehicles and buildings and leasehold improvements related to office space.

Our amortization expenses include amortization of intangible assets related to customer and vendor relationships, trade

names and trademarks, software and non-compete agreements. We are amortizing intangible assets related to business

acquisitions and certain private label contracts associated with the purchase of accounts receivable.

• *Other operating, net—*Our other operating, net includes other operating expenses and income items 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. This category also includes other miscellaneous non-

operating costs and revenue. Certain of these items may be presented separately on the Consolidated Statements of

Income.

• *Interest expense, net—*Our interest expense, net includes interest expense on our outstanding debt, interest income on

cash balances and interest on our interest rate and cross-currency swaps.

• *Provision for income taxes—*Our provision for income taxes consists of corporate income taxes related primarily to

profits resulting from the sale of our products and services on a global basis.

Factors and Trends Impacting our Business

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

• *Global economic conditions—*Our results of operations are materially affected by conditions in the economy generally,

in North America, Brazil, the U.K. and in other locations internationally. Factors affected by the economy include our

transaction volumes, the credit risk of our customers and changes in tax laws across the globe. These factors affected

our businesses in each of our segments.

• *Foreign currency changes—*Our results of operations are significantly impacted by changes in foreign currency

exchange rates; namely, by movements of the Australian dollar, Brazilian real, British pound, Canadian dollar, Czech

koruna, euro, Mexican peso, New Zealand dollar and Russian ruble (for periods prior to the disposition of our Russia

business), relative to the U.S. dollar. Approximately 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.

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.

We further manage the impact of economic changes in the value of certain foreign-denominated net assets by utilizing

cross currency interest rate swaps. See "Liquidity and capital resources" below for information regarding our cross

currency interest rate swaps.

• *Fuel prices—*Our Vehicle Payments customers use our products and services primarily in connection with the

purchase of fuel. Accordingly, our revenue is affected by fuel prices, which are subject to significant volatility. A

change in retail fuel prices could cause a decrease or increase in our revenue from several sources, including fees paid

to us based on a percentage of each customer’s total purchase. Changes in the absolute price of fuel may also impact

unpaid account balances and the late fees and charges based on these amounts. We estimate approximately 8% and

10% of revenues, net were directly impacted by changes in fuel price in 2024 and 2023, respectively. See "Results of

Operations" for information related to the fuel price impact on our total revenues, net.

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• *Fuel price spread volatility—*A portion of our revenue involves transactions where we derive revenue from fuel price

spreads, which is the difference between the price charged to a fleet customer for a transaction and the price paid to the

merchant for the same transaction. In these transactions, the price paid to the merchant is based on the wholesale cost

of fuel. The merchant’s wholesale cost of fuel is dependent on several factors including, among others, the factors

described above affecting fuel prices. The fuel price that we charge to our customer is dependent on several factors

including, among others, the fuel price paid to the merchant, posted retail fuel prices and competitive fuel prices. We

experience fuel price spread contraction when the merchant’s wholesale cost of fuel increases at a faster rate than the

fuel price we charge to our customers, or the fuel price we charge to our customers decreases at a faster rate than the

merchant’s wholesale cost of fuel. The inverse of these situations produces fuel price spread expansion. We 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. 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—*From January 1, 2023 to July 27, 2023, the U.S. Federal Open Market Committee increased the target

federal funds rate four times for a total rate increase of 1.00%, and on September 18, 2024, November 7, 2024 and

December 18, 2024, lowered the target federal funds rate by 0.50%, 0.25% and 0.25%, respectively. Additional rate

changes are possible in future periods. We are exposed to market risk changes in interest rates on our debt, particularly

in rising interest rate environments, which is partially offset by incremental interest income earned on cash and

restricted cash. 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. The objective of these contracts is to

reduce the variability of cash flows in the previously unhedged interest payments associated with variable rate debt,

the sole source of which is due to changes in SOFR benchmark interest rate.

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. 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. The tax rates in non-U.S. taxing jurisdictions are different than the U.S. tax rate. Consequently, as our

earnings fluctuate between taxing jurisdictions, our effective tax rate fluctuates. Our effective tax rate is also subject to

fluctuations driven by the impact of discrete tax items.

The Organization for Economic Co-operation and Development (OECD), continues to put forth various initiatives,

including Pillar Two rules which introduce a global minimum tax at a rate of 15%. European Union member states

agreed to implement the OECD’s Pillar Two rules with effective dates of January 1, 2024 and January 1, 2025 for

different aspects of the directive, and most have already enacted legislation. A number of other countries are also

implementing similar legislation. As of December 31, 2024, based on the countries in which we do business that have

enacted legislation effective January 1, 2024, the impact of these rules to our financial statements was not material.

This may change as other countries enact similar legislation and further guidance is released. We are currently

evaluating the impact of the enacted legislation effective January 1, 2025 to our financial statements and continue to

closely monitor regulatory developments to assess potential impacts.

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Acquisitions, Investments and Dispositions

Each of these acquisitions provide incremental geographic expansion of our products and broaden our strategies within each of

our business segments.

2025

• In February 2025, we signed a definitive agreement to acquire 100% of Gringo, a leading Brazil-based vehicle

registration and compliance payment company, for approximately $147.0 million, net of cash of approximately $22

million. Gringo's digital app and national network help drivers in Brazil pay vehicle taxes, registration and fines. The

transaction is expected to close in the first quarter of 2025, subject to regulatory approval and standard closing

conditions and will be reflected in our Vehicle Payments segment.

2024

• In March 2024, we acquired 70% of Zapay, a Brazil-based digital mobility solution for paying vehicle-related taxes

and compliance fees, for approximately $59.5 million, net of cash. As part of the agreement, we have the right to

acquire the remainder of Zapay in four years. The majority investment in Zapay further scales our Vehicle Payments

business in Brazil.

• In July 2024, we acquired 100% of Paymerang, a U.S. based leader in accounts payables automation solutions, for

approximately $179.2 million, net of cash and cash equivalents and restricted cash acquired of $309 million. The

acquisition expands our presence in several market verticals, including education, healthcare, hospitality and

manufacturing. Results from Paymerang are reported in our Corporate Payments segment.

• In December 2024, we acquired 100% of GPS Capital Markets, LLC ("GPS") for approximately $576.2 million, net of

cash and cash equivalents and restricted cash acquired of $190.7 million. GPS provides business-to-business cross-

border and treasury management solutions to upper middle market companies, primarily in the U.S. Results from GPS

are reported in our Corporate Payments segment.

• In December 2024, we disposed of our merchant solutions business for $185.5 million, net of cash disposed. Results

from our merchant solutions business were previously included in our Vehicle Payments segment.

• During the year ended December 31, 2024, we also completed asset acquisitions for approximately $6.7 million.

2023

• In January 2023, we acquired Global Reach, a U.K.-based cross-border payments provider, for approximately

$102.9 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

software platform, and we also acquired Business Gateway AG, a European-based vehicle maintenance provider, for a

total of approximately $23.8 million, net of cash. Results from Mina Digital Limited and Business Gateway AG are

reported in 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. Results from PayByPhone are reported in our Vehicle Payments segment.

• In the third quarter of 2023, we disposed of our Russian business for $197.0 million, net of cash disposed and net of a

$5.6 million foreign exchange loss upon the conversion of the ruble-denominated proceeds to U.S. dollars. Results

from our Russian business were previously included in our Vehicle Payments segment.

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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)*.

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

NM - not meaningful

Consolidated revenues, net

Consolidated revenues were $3,974.6 million in 2024, an increase of 5.8% compared to the prior year. The increase in

consolidated revenues was due primarily to organic growth of 8%, driven by increases in spend and transaction volumes,

implementation and ramping of new sales and business initiatives. Consolidated revenues also grew 2% from acquisitions

completed in 2023 and 2024. This growth was partially offset by approximately $81 million, or 2%, from the dispositions of

our Russia business in August 2023 and our merchant solutions business in December 2024, and by the negative impact of the

macroeconomic environment.

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Although we cannot precisely measure the impact of the macroeconomic environment, in total we believe it had a negative

impact of approximately $65 million on our consolidated revenues for 2024 over 2023, driven primarily by unfavorable foreign

exchange rates of approximately $41 million, mostly in our Brazil business, the unfavorable impact of fuel prices of

approximately $14 million and unfavorable fuel price spreads of approximately $10 million.

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 approximately $43 million of expenses related to acquisitions completed in 2023 and

2024, higher variable expenses driven by increased transaction volumes and investments to drive future growth. The increases

were partially offset by lower credit losses of $21 million due to our shift away from micro-SMB (small-medium business)

clients in the U.S., the impact of foreign exchange rates of approximately $11.0 million and the combined impact of the

dispositions of our Russia and merchant solutions businesses of approximately $4 million.

Selling. Selling expenses were $380.9 million in 2024, an increase of 12.0% compared to the prior year. Increases in selling

expenses were primarily due to increased commissions from higher sales volume and approximately $18 million of expenses

related to acquisitions completed in 2023 and 2024. The increases were partially offset by the impact of the dispositions of our

Russia and merchant solutions businesses of approximately $5 million and the impact of foreign exchange rates of

approximately $3 million.

General and administrative. General and administrative expenses were $616.9 million in 2024, an increase of 2.2% compared

to the prior year. Increases in general and administrative expenses were primarily due to approximately $28 million of expenses

related to acquisitions completed in 2023 and 2024 and higher stock-based compensation expense of approximately $5 million.

These increases were partially offset by lower overhead expense due to disciplined expense management, the impact of the

dispositions of our Russia and merchant solutions businesses of approximately $6 million and the impact of foreign exchange

rates of approximately $2 million.

Depreciation and amortization. Depreciation and amortization expenses were $351.1 million in 2024, an increase of 4.3%.

Increases in depreciation and amortization expenses were primarily due to incremental investments in capital expenditures in

addition to approximately $18 million of expenses related to acquisitions completed in 2023 and 2024. These increases were

partially offset by the impact of the dispositions of our Russia and merchant solutions businesses of approximately $3 million

and the impact of foreign exchange rates of approximately $4 million.

Goodwill impairment. During 2024, we recorded a non-cash goodwill impairment loss of $90.0 million, representing a partial

impairment of the goodwill within our Payroll Card reporting unit, which is a component of our "Other" category. See

additional discussion regarding this impairment, including factors leading to this conclusion, in the "Critical accounting

estimates" section below.

Gain on disposition of business. During 2024, we recognized a net gain of $121.3 million related to the December 2024

disposal of our merchant solutions business, a non-core business within the U.S. division of our Vehicle Payments segment.

Consolidated operating income

Operating income was $1,787.2 million in 2024, an increase of 7.9% compared to the prior year. The increase in operating

income was primarily due to the reasons discussed above.

Other expense (income), net. Other expense, net was $13.7 million in 2024, which primarily represents the impact of

fluctuations in foreign exchange rates on non-functional currency balances. 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 expense was $383.0 million in 2024, an increase of 9.9% compared to the prior year. The

increase in interest expense was primarily due to higher interest rates and increased borrowings for acquisitions and share

repurchases and lower interest income due to the sale of our Russia business. The following table sets forth the weighted

average interest rates paid on borrowings under our Credit Facility, excluding the related unused facility fees and swaps.

(Unaudited)

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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. During the years ended December 31, 2024 and 2023, as a result of these swap

contracts and net investment hedges, we recorded a benefit to interest expense, net of approximately $60.1 million and $48.4

million, respectively.

Provision for income taxes. The provision for income taxes and effective tax rate were $381.4 million and 27.5% in 2024,

compared to $343.1 million and 25.9% in the prior year. The increase in the provision for income taxes was driven primarily by

an increase in uncertain tax positions, an increase in valuation allowance on foreign net operating losses, the tax effect of a

nondeductible goodwill impairment and fewer foreign tax benefits. The increases were partially offset by an increase in excess

tax benefits on stock option exercises and state tax planning impacts.

Net income attributable to Corpay. For the reasons discussed above, our net income attributable to Corpay was $1,003.7

million in 2024, an increase of 2.2% compared to the prior year.

Segment Results

Vehicle Payments

Vehicle Payments revenues were relatively flat at $2.0 billion in 2024. Vehicle Payments revenues increased primarily due to

organic growth of 5% driven by new sales growth, and the impact of acquisitions, which contributed approximately $44 million

in revenues. These increases were partially offset by the dispositions of our Russia and merchant solutions businesses in August

2023 and December 2024, respectively, which lowered revenues by approximately $81 million, and the negative impact of the

macroeconomic environment of approximately $67 million. The negative macroeconomic environment was driven primarily by

unfavorable changes in foreign exchange rates on revenues of $43 million, unfavorable fuel prices of $14 million and

unfavorable fuel price spreads of approximately $10 million.

Vehicle Payments operating income was $1,076.9 million in 2024, an increase of 14.1% compared to the prior year due to the

reasons discussed above, as well as lower credit losses of approximately $26 million, as we shifted away from micro-SMB

clients toward higher credit quality customers in the U.S. in 2023.

Corporate Payments

Corporate Payments revenues were $1,221.9 million in 2024, an increase of 24.5% compared to the prior year. Corporate

Payments revenues increased primarily due to organic revenue growth of 20%, driven by a 15% growth in spend volume and

strong new sales in our payables and cross-border solutions. The Paymerang and GPS acquisitions contributed approximately

$36 million in revenue.

Corporate Payments operating income was $498.4 million in 2024, an increase of 30.4% compared to the prior year. Corporate

Payments operating income and margin increased primarily due to the reasons discussed above, as well as operating leverage

and integration synergies, as revenues grew faster than expenses, partially offset by higher selling expenses to grow the

business.

Lodging Payments

Lodging Payments revenues were $488.6 million in 2024, a decrease of 6.1% compared to the prior year. The decrease in

Lodging Payments revenues was primarily due to commissions recognized in the prior year in our insurance business that did

not recur in 2024, a decline in room nights in our airline and insurance businesses and a decline in revenue per room night in

our workforce business from the prior year.

Lodging Payments operating income was $223.4 million in 2024, a decrease of 12.1% compared to the prior year. Lodging

Payments operating income and margin declined from the prior period due to the reasons discussed above.

Other

Other revenues were $255.3 million in 2024, an increase of 1.8% compared to the prior year. Other operating loss was $11.5

million in 2024 as compared to operating income of $77.1 million in the prior year. The Other operating loss in 2024 was

driven by a $90.0 million non-cash goodwill impairment recorded in 2024. Excluding this non-cash loss, operating income and

margin for the Other segment increased primarily due to our operating leverage and disciplined expense management.

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, 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. 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. Restricted

cash primarily represents customer deposits repayable on demand held in certain geographies with legal restrictions, customer

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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 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. 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.

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.

Cash flows

The following table summarizes our cash flows for the years ended December 31, 2024 and 2023.

(in millions)

Operating activities. Net cash provided by operating activities was $1,940.6 million in 2024, a decrease from $2,101.1 million

in 2023. The decrease in operating cash flows was primarily driven by changes in working capital.

Investing activities. Net cash used in investing activities was $807.5 million in 2024, an increase from $380.7 million in 2023.

The increase in cash used for investing activities was primarily due to incremental spending on acquisitions completed in 2024

over the comparable period in 2023. Additionally, our capital expenditures were $175.2 million in 2024, an increase of $21.4

million, or 14%, from $153.8 million in 2023 due to the impact of acquisitions and continued investments in technology.

Financing activities. Net cash provided by financing activities was $405.0 million in 2024 compared to net cash used in

financing activities of $898.2 million in 2023. Net cash provided by financing activities in 2024 was primarily due to (i) net

borrowings on our Credit Facility and Securitization Facility of $1,271.2 million during 2024 as compared to net repayments of

$322.4 million during 2023 and (ii) an increase in proceeds of $314.5 million from common stock resulting from stock option

exercises, partially offset by increased outflows for repurchases of common stock of $601.1 million in 2024 versus 2023.

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. The Credit Agreement provides for senior secured credit facilities

(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. 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 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

3.75 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 and B is June 24, 2027. The Term

Loan B has a maturity date of April 30, 2028.

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. 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. 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.

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On September 26, 2024, we entered into the fifteenth amendment to the Credit Agreement. The amendment a) increased the

Term Loan B commitments by $500 million and b) removed the SOFR adjustment margin of 0.10% from the calculation of

interest on Term Loan B borrowings. We used the Term Loan B proceeds to pay down existing borrowings under the revolving

credit facility. The maturity dates and the interest rates for the revolving credit facility and Term Loan A commitments were

unchanged by this amendment.

On February 20, 2025, we entered into the sixteenth amendment to the Credit Agreement. The amendment increased the Term

Loan B commitments by an incremental $750 million. We used the Term Loan B proceeds to pay down existing borrowings

under the revolving credit facility and other general corporate purposes. The maturity dates and the interest rates for the Credit

Agreement were unchanged by this amendment.

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). In addition, we pay a quarterly commitment fee at a rate per annum ranging from 0.25% to 0.30% of

the daily unused portion of the credit facility.

At December 31, 2024, the interest rate on the Term Loan A was 5.83%, the interest rate on the Term Loan B was 6.11%, the

interest rate on the revolving A and B facilities (USD borrowings) was 5.83%, and the interest rate on the revolving B facility

(GBP borrowings) was 6.11%. 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. 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.

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.

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 outstanding on the revolving credit

facility. 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 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. As a result of the amortization of debt discounts and debt issuance

costs, the effective interest rate incurred on the term loans was 6.87% during 2024.

During the year ended December 31, 2024, we made borrowings of $825.0 million on the term loans, principal payments of

$140.1 million on the term loans and net borrowings of $570.3 million on the revolving facilities.

As of December 31, 2024, 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 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%.

On January 24, 2025, we entered into an omnibus amendment to our Securitization Facility. The amendment increased the

Securitization Facility commitment from $1.7 billion to $1.8 billion and extended the maturity of the Securitization Facility

from August 18, 2025 to January 24, 2028. The omnibus amendment also reduced the program fee by 5 bps to SOFR plus

0.10% adjustment plus 0.90% or the Commercial Paper Rate plus 0.80% and decreased the unused facility fee by 5 bps for two

of the purchasers.

The Securitization Facility provides for certain termination events, which includes nonpayment, upon the occurrence of which

the administrator may declare the facility termination date to have occurred, may exercise certain enforcement rights with

respect to the receivables and may appoint a successor servicer, among other things.

We were in compliance with all financial and non-financial covenant requirements related to our Securitization Facility as of

December 31, 2024.

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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. In order to help

mitigate that liquidity risk, we have entered into facilities intended to provide additional means to manage working capital

needs for our cross-border solutions.

We have three unsecured overdraft facilities with a combined capacity of $155.0 million, which may be accessible via written

request and corresponding authorization from the applicable lenders. There is no guarantee the uncommitted capacity will be

available to us on a future date. Interest on drawn balances accrues under the agreements at either (a) a fixed rate equal to the

lender's reference rate or the Federal Funds Effective Rate (as defined in the respective agreements) plus 1% or (b) SOFR plus

1.25%. As of December 31, 2024, we had no borrowings outstanding under the uncommitted credit facilities.

We also have a 364-day committed revolving credit facility with a total commitment of $70.0 million and maturity date of

February 20, 2026. 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%). As of December 31, 2024, we had no borrowings outstanding under the committed credit facility.

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):

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. For each of

these swap contracts, we pay a fixed monthly rate and receive one month SOFR.

Our cash flow hedges resulted in a reduction to interest expense, net of $46.3 million and $39.4 million during the years ended

December 31, 2024 and 2023, respectively.

Net Investment Hedges

We enter into cross-currency interest rate swaps that are designated as net investment hedges of our investments in foreign-

denominated operations. Such contracts effectively convert the U.S. dollar equivalent notional amounts to obligations

denominated in the respective foreign currency and partially offset the impact of changes in currency rates on such foreign-

denominated net investments. These contracts also create a positive interest differential on the U.S. dollar-denominated portion

of the swaps, resulting in interest rate savings on the USD notional.

At December 31, 2024, we had the following cross-currency interest rate swaps designated as net investment hedges of our

investments in foreign-denominated operations:

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Hedge effectiveness is tested based on changes in the fair value of the cross-currency swaps due to changes in the USD/foreign

currency spot rates. We anticipate perfect effectiveness of the designated hedging relationships and record changes in the fair

value of the cross-currency interest rate swaps associated with changes in the spot rate through accumulated other

comprehensive loss. Excluded components associated with the forward differential are recognized directly in earnings as

interest expense, net. We recognized a benefit of $13.9 million and $9.0 million in interest expense, net for the years ended

December 31, 2024 and 2023, respectively, related to these excluded components.

In January 2025, we terminated our existing CAD cross-currency interest rate swaps designated as net investment hedges and

subsequently entered into four new cross-currency interest rate swaps designated as net investment hedges of our investments in

CAD-denominated operations. These contracts effectively convert an aggregate $800 million of U.S. dollar equivalent to an

obligation denominated in CAD and partially offset the impact of changes in currency rates on our CAD-denominated net

investments. These contracts also create a positive interest differential on the U.S. dollar-denominated portion of the swap,

resulting in a weighted average interest rate savings of 1.35% on the USD notional.

Acquisition

In February 2025, we signed a definitive agreement to acquire 100% of Gringo, a leading Brazil-based vehicle registration and

compliance payment company, for approximately $147.0 million, net of cash of approximately $22 million. Gringo's digital app

and national network help drivers in Brazil pay for vehicle taxes, registration and fines. The transaction is expected to close in

the first quarter of 2025, subject to regulatory approval and standard closing conditions and will be reflected in our Vehicle

Payments segment.

Stock Repurchase Program

Given our returns on our capital investments and significant cash provided by operations, management believes it is prudent to

reinvest in the business to drive profitable growth and use excess cash flow to return cash to shareholders over time through

stock repurchases. Our Board of Directors (the "Board") has approved a stock repurchase program (as updated from time to

time, the "Program") authorizing us to repurchase our common stock from time to time until February 4, 2026. 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 4,

2024, the Board authorized an increase to the aggregate size of the Program by $1.0 billion to $9.1 billion. 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 repurchased 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.

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 we 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.

Material Cash Requirements and Uses of Cash

Material cash requirements primarily consist of debt obligations and related interest payments, along with lease obligations.

See Note 11 and Note 14 to the Consolidated Financial Statements within this Form 10-K for further information.

Deferred income tax liabilities as of December 31, 2024 were approximately $439.2 million. See Note 13 to the Consolidated

Financial Statements within this Form 10-K for further information. Deferred income tax liabilities are calculated based on

temporary differences between the tax bases of assets and liabilities and their respective book bases, which will result in taxable

amounts in future years when the liabilities are settled at their reported financial statement amounts. 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. At December 31, 2024, we had approximately $95.5 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. 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. 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. The critical

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accounting estimates that we discuss below are those that we believe are most important to an understanding of our

consolidated financial statements.

For a discussion of our Summary of Significant Accounting Policies, see Note 2 to our Consolidated Financial Statements

within this Form 10-K for further information.

Financial Instruments-Credit Losses. Our current expected credit loss methodology for measurement of credit losses on

financial assets measured at amortized cost basis, replaces the previous incurred loss impairment methodology. 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. Expected credit losses are estimated based upon an assessment of risk

characteristics, historical payment experience and the age of outstanding receivables, adjusted for forward-looking economic

conditions. The allowances for remaining financial assets measured at amortized cost basis are evaluated based on underlying

financial condition, credit history and current and forward-looking economic conditions. The estimation process for expected

credit losses includes consideration of qualitative and quantitative risk factors associated with the age of asset balances,

expected timing of payment, contract terms and conditions, changes in specific customer risk profiles or mix of customers,

geographic risk, economic trends and relevant environmental factors. See Note 2 to our Consolidated Financial Statements

within this Form 10-K for further information.

Impairment of goodwill and indefinite-lived assets. We complete an impairment test of goodwill at least annually or more

frequently if facts or circumstances indicate that goodwill might be impaired. Goodwill is tested for impairment at the reporting

unit level. When we believe it is appropriate, we may elect to first perform the optional qualitative assessment for certain of our

reporting units. Factors considered in the qualitative assessment include general macroeconomic conditions, industry and

market conditions, cost factors, overall financial performance of our reporting units, events or changes affecting the

composition or carrying amount of the net assets of our reporting units, sustained decrease in our share price and other relevant

entity-specific events. 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. We then perform the quantitative goodwill impairment test for the applicable reporting units by comparing the

reporting unit’s carrying amount, including goodwill, to its fair value, which is measured based upon, among other factors, a

discounted cash flow analysis and, to a lesser extent, market multiples for comparable companies. If the carrying amount of the

reporting unit is greater than its fair value, a goodwill impairment loss is recognized.

We also evaluate indefinite-lived intangible assets (primarily trademarks and trade names) for impairment annually. We test for

impairment at an interim date if events and circumstances indicate that it is more likely than not that the fair value of an

indefinite-lived intangible asset is below its carrying amount. An impairment loss is recorded if the carrying amount of an

indefinite-lived intangible asset exceeds the estimated fair value on the measurement date.

Globally we face uncertainties and risks related to economic factors in the countries we have operations. As a result, we make

assumptions that involve significant judgment about future uncertainties when performing impairment tests of goodwill and

indefinite-lived intangible assets. Both of these impairment tests involve the use of critical accounting estimates. Depending on

the test/model, factors and estimates used to estimate the fair value include: i) earnings before interest, taxes, depreciation and

amortization (EBITDA) margin and growth, and ii) the discount rates for the goodwill impairment test; and i) the discount rates

and ii) royalty rates used for indefinite-lived intangible assets test. The variability of these estimates and assumptions depends

on a number of conditions which could change our conclusion at each reporting period. As these factors are often

interdependent and may not change in isolation, we do not believe it is meaningful to estimate and disclose the impact of

changing a single factor. If our assumptions and estimates change between a current period impairment test and a prior period

impairment test, impairment losses could result. If we were to use different assumptions or consider different trends in future

periods, impairment losses may also result. The total future impairment losses, if required, may be material.

As of October 1, 2024, as a result of our annual evaluation, we determined the goodwill within the Payroll card reporting unit, a

component of our “Other” category, was partially impaired. Accordingly, we recognized a goodwill impairment loss of $90

million within goodwill impairment in the Consolidated Statements of Income during the year ended December 31, 2024.

Factors that led to this conclusion included i) decreased use of the card and its core component for our target customers, ii) the

impact of historic and sustained increases in inflation and interest rates on the reporting unit’s weighted average costs of capital

which was beyond our control, and iii) inability to achieve forecasted operating results at historical underwritten values, all of

which resulted in revised mid to long-term projections during the fourth quarter of 2024, including reevaluation of the

Company's anticipated capital investment in the reporting unit and which negatively impacted the reporting unit's fair value. We

engaged the assistance of a third-party valuation firm to assist us with the performance of our goodwill quantitative impairment

test. The estimation of the net present value of future cash flows is based upon varying economic assumptions, including

assumptions such as revenue, net growth rates, operating costs, EBITDA margins, capital expenditures, tax rates, long-term

growth rates and discount rates. As it relates to the Payroll card reporting unit, of these assumptions, EBITDA margins and

discount rates are the most sensitive, subjective and/or complex. These assumptions are based on risk-adjusted discount factors

accommodating viewpoints that consider the full range of variability contemplated in the current and potential future economic

situations. There is approximately $57 million of goodwill remaining related to the Payroll card reporting unit following this

impairment. The results of our 2024 impairment test for our reporting units other than Payroll card indicated that the estimated

fair value of each of our reporting units was in excess of the corresponding carrying amount as of October 1, and no impairment

of goodwill existed.

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In September 2023, we acquired PayByPhone Technologies, Inc., a global parking payment application, for approximately

$301.9 million, net of cash. Results from PayByPhone are reported in our Vehicle Payments segment. We allocated

approximately $11 million to the PayByPhone trade name with a residual value of approximately $207 million allocated to

goodwill for the PayByPhone reporting unit. If the near-term operating results do not meet or exceed our current financial

projections, or if conditions change causing, for example, the discount rate to increase without an offsetting increase in the

results of the PayByPhone business, it is possible that we would be required to recognize an impairment loss as the fair value of

the reporting unit currently exceeds the carrying value by less than 20%, due to the standalone nature of the business and recent

timing of the acquisition. We will continue to monitor the operating results and the fair value of this reporting in future periods.

See Note 2 and Note 8 to our Consolidated Financial Statements within this Form 10-K for further information.

Income taxes. Our annual effective tax rate is based on our income and the tax laws in the various jurisdictions in which we

operate. Significant judgment is required in estimating our annual income tax expense and annual effective rate through the

realizability of our deferred tax assets, our income tax positions and related reserves and the recording of certain deferred tax

liabilities related to foreign investments.

The ultimate realization of a deferred tax asset is dependent upon the existence and timing of reversal of temporary differences,

the ability to carryback income to open years and where allowed, the implementation of tax planning strategies and the

generation of future taxable income during the periods in which the associated temporary differences become deductible.

Determining future taxable income requires us to estimate the amount of income subject to tax in future periods which includes:

i) estimating revenue, revenue growth rates, Earnings and Interest Before Income Taxes and expenses by tax jurisdiction by

examining historical results and considering current/future trends as well as scheduling out the timing of temporary items, ii)

factoring in adjustments for any known future changes in tax law/regulations, iii) the potential impact of any reasonable tax

planning strategies, and iv) estimating the future impact of complex material deductions. We record a valuation allowance

where we determine that it is not more likely than not that we will ultimately realize the entire tax benefit associated with the

related deferred tax asset.

We estimate income tax-related reserves to reduce tax benefits from any income tax positions where we believe the benefit

from the tax position once taken on the tax return is uncertain such that it is more likely than not to be upheld by the tax

regulatory body but for an amount less than the benefit taken. When determining whether the full amount of the income tax

position will be upheld/sustained, we consider whether the technical merits of the position are supported by regulations, court

ruling, current legislation and other relevant authoritative guidance.

We include any estimated interest and penalties on tax related matters in income tax expense. See Note 13 to our Consolidated

Financial Statements within this Form 10-K for further information.

Business combinations (valuation of intangible assets). Acquired assets and liabilities assumed, including contingencies,

through a business combination are recorded at fair value determined as of the acquisition date. 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. The estimated fair values of customer-related and contract-based intangible assets

are generally determined using the income approach, which is based on projected cash flows discounted to their present value

using discount rates that consider the timing and risk of the forecasted cash flows. 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. 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.

While we use our best estimates and assumptions to determine the fair values of the assets acquired and the liabilities assumed,

our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up

to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed. Upon the conclusion

of the measurement period, any subsequent adjustments are recorded in our Consolidated Statements of Income. We also

estimate the useful lives of intangible assets to determine the period over which to recognize the amount of acquisition-related

intangible assets as an expense. Certain assets may be considered to have indefinite useful lives. We periodically review the

estimated useful lives assigned to our intangible assets to determine whether such estimated useful lives continue to be

appropriate. Refer to Note 8 to our Consolidated Financial Statements within this Form 10-K for further information.

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.

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. Because our non-GAAP financial measures are not

standardized measures, they may not be directly comparable with the non-GAAP financial measures of other companies using

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the same or similar non-GAAP financial measures. Although management uses these non-GAAP measures to set goals and

measure performance, they have no standardized meaning prescribed by GAAP. These non-GAAP measures are presented

solely to permit investors to more fully understand how our management assesses underlying performance. These non-GAAP

measures are not, and should not be viewed as, a substitute for GAAP measures, and should be viewed in conjunction with our

GAAP financial statements and financial measures. As a result, such non-GAAP measures have limits in their usefulness to

investors.

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 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. 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.

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. 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, certain

discrete tax items, gains on business dispositions, recoveries (e.g., legal settlements, write-off of customer receivable, etc.),

gains and losses on investments, taxes related to stock-based compensation programs and impairment losses do not necessarily

reflect how our investments and business are performing. 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.

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 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. Adjusted

EBITDA is defined as EBITDA further adjusted for a material modification impacting stock-based compensation expense and a

deal related termination expense. EBITDA and adjusted EBITDA margin are defined as EBITDA and adjusted EBITDA as a

percentage of revenue.

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.

Reconciliation of Non-GAAP Revenue and Key Performance Metric by Segment to GAAP. Set forth below is a reconciliation of

organic growth by segment, calculated using pro forma and macro adjusted revenue and transactions to the most directly

comparable GAAP measure, revenue, net and transactions (in millions):

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* Columns may not calculate due to rounding.

1 Other includes Gift and Payroll Card operating segments.

2 Revenues reflect an estimated $14 million negative impact from fuel prices, approximately $10 million negative impact from fuel price spreads and $41 million negative impact due to movements in foreign exchange rates.

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Reconciliation of Non-GAAP Measures. Set forth below is a reconciliation of adjusted net income attributable to Corpay and

adjusted net income per diluted share attributable to Corpay to the most directly comparable GAAP measure, net income attributable

to Corpay and net income per diluted share attributable to Corpay (in millions, except per share amounts)*:

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.

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EBITDA, Adjusted EBITDA Measures. EBITDA is defined as earnings before interest, income taxes, interest expense, net,

other loss (income), depreciation and amortization, loss on extinguishment of debt, goodwill impairment, investment loss/gain,

gain on disposition of business and other operating, net. Adjusted EBITDA is defined as EBITDA further adjusted for a

material modification impacting stock-based compensation expense and a deal related termination expense. EBITDA and

adjusted EBITDA margin is defined as EBITDA and adjusted EBITDA as a percentage of revenue.

The following table reconciles EBITDA, Adjusted EBITDA and Adjusted EBITDA margin to net income from operations (in

millions, except percentages)*:

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Foreign currency risk

Foreign Earnings

Our international businesses expose us to foreign currency exchange rate changes that can impact translations of foreign-

denominated assets and liabilities into U.S. dollars and future earnings and cash flows from transactions denominated in

different currencies. Revenues from our international businesses were 47.7% and 45.6% of total 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. The sensitivity analysis measures the potential change in earnings based on a

hypothetical 10% change in currency exchange rates. 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. 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.

Unhedged Cross-Currency Risk

With our cross-border payment solutions, we have additional foreign exchange risk and associated foreign exchange risk

management requirements due to the nature of our cross-border payments provider business. The majority of cross-border

payments revenue is from exchanges of currency at spot rates, which enable customers to make cross-currency payments. In our

cross-border payment solutions, we also write foreign currency forward and option contracts for customers to facilitate future

payments. The duration of these derivative contracts at inception is generally less than one year. We aggregate foreign

exchange exposures arising from customer contracts, including the derivative contracts described above, and hedge (economic

hedge) the resulting net currency risks by entering into offsetting contracts with established financial institution counterparties.

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. 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. The objective of these contracts is to reduce the variability of cash flows

in the previously unhedged interest payments associated with variable rate debt, the sole source of which is due to changes in

SOFR benchmark interest rate. While these agreements are intended to lessen the impact of rising interest rates on us, they also

expose us to the risk that the other parties to the agreements will not perform, we could incur significant costs associated with

the settlement of the agreements, the agreements will be unenforceable and the underlying transactions will fail to qualify as

highly-effective cash flow hedges under GAAP. See Note 16 to our Consolidated Financial Statements within this Form 10-K

for further information.

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 million, respectively. 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

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. 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. Changes in the absolute price of fuel may also impact unpaid account balances and the late fees and charges

based on these amounts. The impact of changes in fuel price is somewhat mitigated by our agreements with certain merchants,

where the price paid to the merchant is equal to the lesser of the merchant’s cost plus a markup or a percentage of the

transaction purchase price. We do not enter into any fuel price derivative instruments.

Fuel price spread risk

From our merchant and network relationships, we derive revenue from the difference between the price charged to a fleet

customer for a transaction and the price paid to the merchant or network for the same transaction. For certain of our payment

products, the price paid to a merchant or network is calculated as the merchant’s wholesale cost of fuel plus a markup. 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

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paid to the fuel 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. 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.

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Management Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining an adequate system of internal control over financial reporting

(as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), pursuant to Rule 13a-15(c) of the Exchange Act. Our

internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with GAAP.

A company’s internal control over financial reporting includes policies and procedures that: (i) pertain to the maintenance of

records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company, (ii)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in

accordance with GAAP, and that receipts and expenditures of the company are being made only in accordance with

authorizations of management and directors of the company, and (iii) provide reasonable assurance regarding prevention or

timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the

financial statements.

Under the supervision and with the participation of our management, we assessed the effectiveness of our internal control over

financial reporting as of December 31, 2024, using the criteria set forth by the Committee of Sponsoring Organizations of the

Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). A material weakness is a deficiency, or a

combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material

misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. As of

December 31, 2024, we identified the following material weakness in internal controls:

(1) A material weakness in internal control related to ineffective information technology general controls (ITGCs) in

the area of user access management over certain information technology systems used in the execution of controls that

support the Company’s financial reporting processes. Our business process application and manual controls that are

dependent on the affected ITGCs were also deemed ineffective because they could have been adversely impacted. We

believe that these control deficiencies were the result of challenges in the prior year implementation of technology

aimed to automate the user access review process. Specifically, these deficiencies pertained to the completeness and

accuracy of data used in the automated solution and in existing manual user access control processes that lacked

sufficient documentation and formality, as well as insufficient training of information technology personnel

responsible for the execution and documentation of ITGCs. The material weakness did not result in any identified

misstatements to the financial statements, and there were no changes to previously released financial results.

Based on this material weakness, the Company’s management concluded that at December 31, 2024, the Company’s internal

control over financial reporting was not effective.

The Company’s independent registered public accounting firm, Ernst & Young LLP has issued an adverse audit report on the

effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, which appears in Item 9A of

this Annual Report.

As a result of the identification of the material weakness, and prior to filing this Annual Report, we performed further analysis

and completed additional procedures intended to ensure our consolidated financial statements for the year ended December 31,

2024 were prepared in accordance with GAAP. Based on these procedures and analysis, and notwithstanding the material

weakness in our internal control over financial reporting, our management has concluded that our consolidated financial

statements and related notes thereto included in this Annual Report have been prepared in accordance with GAAP. Our Chief

Executive Officer and Chief Financial Officer have certified that, based on each such officer’s knowledge, the financial

statements, as well as the other financial information included in this Annual Report, fairly present in all material respects the

financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Annual

Report. In addition, Ernst & Young LLP has issued an unqualified opinion on our financial statements, which is included in