CORPAY, INC. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited consolidated financial statements and related notes appearing elsewhere in this report. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management's expectations. See "Special Cautionary Notice Regarding Forward-Looking Statements". This management's discussion and analysis should also be read in conjunction with the management's discussion and analysis and consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year endedDecember 31, 2019 . Impact of COVID-19 on Our Business OnMarch 11, 2020 , theWorld Health Organization declared the novel strain of coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide. The pandemic and these containment and mitigation measures have led to adverse impacts on theU.S. and global economies. The COVID-19 pandemic has impacted our business operations and results of operations for the first six months of 2020 as described in more detail under "Results of Operations" below, due to a significant reduction in the level of business activity across industries worldwide, which reduced the volume of payment services provided to our customers and revenue generated beginning during the second half of the last month of the first quarter. The evolving COVID-19 pandemic is having, and could continue to have an adverse impact on our results of operations and liquidity; the operations of our suppliers, vendors and customers; and on our employees as a result of quarantines, facility closures, and travel and logistics restrictions. We expect that our business operations and results of operations, including our net revenues, earnings and cash flows, will be negatively impacted by a multitude of factors including, but not limited to: •changes in business and consumer confidence and spending habits, including negative trends in our customers' purchasing patterns due to decreased levels of business activity, credit availability, high debt levels and financial distress; •lower fuel prices; •slowdowns in commercial trucking; •fluctuations in the dollar compared to other currencies around the world; •reduction in the level of business travel; •decreased productivity due to travel bans, work-from-home policies or shelter-in-place orders; •slowdown in theU.S. and global economies, and an uncertain global economic outlook or a potential credit crisis; and •customers experiencing financial distress or declaring bankruptcy, including seeking extended payment terms, which would create incremental credit loss expense. If the COVID-19 pandemic continues to impact the world economy and our customers, in particular, by restricting day-to-day operations and business activity generally, our revenues throughout the year will ultimately be adversely impacted. The extent to which the COVID-19 pandemic impacts our business operations, financial results, and liquidity will depend on numerous evolving factors that we may not be able to accurately predict or assess, including the duration and scope of the pandemic; our response to the impact of the pandemic; the negative impact it has on global and regional economies and general economic activity, including the duration and magnitude of its impact on unemployment rates and business spending levels; its short- and longer-term impact on the levels of consumer confidence; the ability of our suppliers, vendors and customers to successfully address the impacts of the pandemic; actions governments, businesses and individuals take in response to the pandemic; and how quickly economies recover after the COVID-19 pandemic subsides. We have been taking steps to mitigate the potential risks related to the circumstances and impacts of COVID-19. We are focused on addressing these recent challenges with preemptive actions designed to protect our employees, provide uninterrupted service to our customers, and meet our near term liquidity needs. Such actions include, but are not limited to: •Safety: ensuring the safety of our 8,000 employees worldwide by transitioning the vast majority of our employees to work from home; •Business Continuity: ensuring that our systems and payment products continue to operate efficiently for our customers; •Liquidity: consolidating cash tothe United States from around the world and increasing our credit line under our existing credit facilities; 25
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•Expenses: slowing discretionary sales and technology spending, furloughing contractors, and the executive team taking pay cuts; and •Credit: tightening customer credit lines and payment terms, including closing inactive lines, reducing unused capacity, and reducing payment terms in selected distressed verticals. These efforts may not be enough to offset anticipated impact of the COVID-19 pandemic. See "The extent to which the outbreak of the novel strain of the coronavirus (COVID-19) and measures taken in response thereto impact our business, results of operations and financial condition will depend on future developments, which are highly uncertain and are difficult to predict." in Part II, Item 1A. Risk Factors of this Quarterly Report on Form 10-Q. General BusinessFLEETCOR Technologies, Inc. and its subsidiaries (the Company) is a leading global business payment solutions company that simplifies the way businesses manage and pay their expenses. TheFLEETCOR portfolio of brands help companies automate, secure, digitize and control payments on behalf of their employees and suppliers. The Company serves businesses, partners, merchants and consumers and payment networks inNorth America ,Latin America ,Europe , andAsia Pacific . As previously described in our Annual Report on Form 10-K for the year endedDecember 31, 2019 , we have historically managed and reported our operating results through two reportable segments, defined by geographic region:North America and International. In the first quarter of 2020, we evaluated the identification of our operating and reportable segments based upon changes in business models, management reporting, and how the Chief Operating Decision Maker (CODM) is currently allocating resources, assessing performance and reviewing financial information. We determined that this change caused the composition of our reportable segments to change and thatBrazil represented a third operating and reportable segment, which was previously reported in the International segment. We now manage and report our operating results through three operating and reportable segments defined by geographic region:North America ,Brazil and International, which aligns with how the CODM allocates resources, assesses performance and reviews financial information.FLEETCOR solutions are comprised of payment products, networks and associated services. Our payment products generally function like a charge card, prepaid card, one-time use virtual card and electronic RFID (radio-frequency identification), etc. While the actual payment mechanisms vary from category to category, they are structured to afford control and reporting to the end customer. We group our payment solutions into five primary categories: Fuel, Lodging, Tolls, Corporate Payments and Gift. Additionally, we provide other complementary payment products including fleet maintenance, employee benefits and long haul transportation-related services. Our payment solutions are used in more than 100 countries around the world, with our primary geographies being theU.S. ,Brazil and theUnited Kingdom , which combined accounted for approximately 87% of our revenue in 2019. We use both proprietary and third-party networks to deliver our payment solutions.FLEETCOR owns and operates proprietary networks with well-established brands throughout the world, bringing incremental sales and loyalty to affiliated merchants. Third-party networks are used to broaden payment product acceptance and use.FLEETCOR markets its products directly through multiple sales channels, including field sales, telesales and digital marketing, and indirectly through our partners, which include major oil companies, leasing companies, petroleum marketers, value-added resellers (VARs) and referral partners. Executive Overview Our revenue is generally reported net of the cost for underlying products and services purchased through our payment products. In this report, we refer to this net revenue as "revenue". See "Results of Operations" for additional segment information. Revenues, net, by Segment. The presentation of segment information has been recast for prior quarters to align with segment presentation for the three and six months endedJune 30, 2020 . For the three and six months endedJune 30, 2020 and 2019, ourNorth America ,Brazil and International segments generated the following revenue (in millions). Three Months EndedJune 30 , Six Months EndedJune 30, 2020 2019 2020 2019 % of % of % of % of Total Total Total Total (Unaudited) Revenues, net Revenues, net Revenues, net Revenues, net Revenues, net Revenues, net Revenues, net Revenues, netNorth America $ 357.4 68.1 %$ 417.9 64.6 %$ 792.1 66.8 %$ 814.8 64.2 %Brazil 75.1 14.3 % 103.6 16.0 % 174.1 14.7 % 209.3 16.5 % International 92.6 17.6 % 125.6 19.4 % 220.0 18.5 % 244.8 19.3 %$ 525.1 100.0 %$ 647.1 100.0 %$ 1,186.2 100.0 %$ 1,268.9 100.0 % 26
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Revenues, net, Net Income and Net Income Per Diluted Share. Set forth below are revenues, net, net income and net income per diluted share for the three and six months endedJune 30, 2020 and 2019 (in millions, except per share amounts). Six Months Ended June Three Months Ended June 30, 30, (Unaudited) 2020 2019 2020 2019 Revenues, net$ 525.1 $ 647.1 $ 1,186.2 $ 1,268.9 Net income$ 158.5 $ 261.7 $ 305.5 $ 433.8 Net income per diluted share$ 1.83 $ 2.90 $ 3.50 $ 4.84 Adjusted Net Income and Adjusted Net Income Per Diluted Share. Set forth below are adjusted net income and adjusted net income per diluted share for the three and six months endedJune 30, 2020 and 2019 (in millions, except per share amounts). Six Months Ended June Three Months Ended June 30, 30, (Unaudited) 2020 2019 2020 2019 Adjusted net income$ 197.4 $ 256.7 $ 461.9 $ 495.2 Adjusted net income per diluted share$ 2.28 $
2.85
Adjusted net income and adjusted net income per diluted share are supplemental non-GAAP financial measures of operating performance. See the heading entitled "Management's Use of Non-GAAP Financial Measures" for more information and a reconciliation of the non-GAAP financial measure to the most directly comparable financial measure calculated in accordance with GAAP. We use adjusted net income and adjusted net income per diluted share to eliminate the effect of items that we do not consider indicative of our core operating performance on a consistent basis. Sources of RevenueFLEETCOR offers a variety of business payment solutions that help to simplify, automate, secure, digitize and effectively control the way businesses manage and pay their expenses. We provide our payment solutions to our business, merchant, consumer and payment network customers in more than 100 countries around the world, although we operate primarily in 3 geographies, with approximately 87% of our business in theU.S. ,Brazil and theU.K. Our products help our customers pay their suppliers and manage spend related to their employees more efficiently. We have a variety of products that help our customers achieve these goals, primarily in five product categories: fuel, corporate payments, toll, lodging and gift. Our customers may include commercial businesses (obtained through direct and indirect channels), partners for whom we manage payment programs, as well as individual consumers (for tolls). Fuel represents approximately 47% of our revenues. Our fuel cards and products help businesses monitor and control fuel spend across multiple fuel networks, providing online analytical reporting to help customers managing the efficiency of their vehicles and drivers, while offering potential discounts from the retail price of fuel. We generate revenue in our fuel products 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, or 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. Corporate payments represents approximately 18% of our revenues. Our products help streamline business to business ("B2B") payments for vendors and employees, both domestically and internationally. Our corporate payments products include virtual card solutions for invoice payments, corporate card programs, a fully-outsourced accounts payable solution, as well as a cross-border payments product to facilitate customers making payments across differing currencies. In our corporate payments products, a primary measure of volume is spend, the dollar amount of payments processed on behalf of customers through our various networks. In corporate payments, we primarily earn revenue from the difference between the amount charged to the customer and the amount paid to the third party for a given transaction as interchange revenue. Our programs may also charge fixed fees for access to the network and ancillary services provided. Tolls represents approximately 12% of our revenues. Our toll product is primarily delivered via an RFID sticker affixed to the windshield of a customer vehicle inBrazil . This RFID technology enables customers to utilize toll roads, toll parking lots, pay for gas at partner stations and pay for drive-through food, via automated access and payment upon scan while remaining in the vehicle. In our toll product, the relevant measure of volume is average monthly tags active during the period. We primarily earn revenue from fixed fees for access to the network and ancillary services provided. We also earn interchange on certain services provided. Lodging represents approximately 8% of our revenues. Our lodging products provide customers with a proprietary network of hotels with discounted room rates, centralized billing and robust reporting to help customers manage and control costs. In our lodging products, we define a transaction as a hotel room night purchased by a customer. In our lodging products, we primarily 27
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earn revenue from the difference between the amount charged to the customer and the amount paid to the hotel for a given transaction. Our products may also charge fees for access to the network and ancillary services provided. Gift represents approximately 5% of our revenues. We provide fully integrated gift card product management and processing services via plastic and digital gift cards to our customers. We primarily earn revenue from the processing of gift card transactions sold by our customers to end users, as well as from the sale of the plastic cards. Our products may also charge fixed fees for ancillary services provided. The remaining 10% of revenues represents other products, which include telematics, maintenance, food, a payroll card solution for employers to distribute wages, and transportation related offerings. The following table presents revenue and revenue per key performance metric by product for the three months endedJune 30, 2020 and 2019 (in millions).* As Reported Pro Forma and Macro Adjusted3 Three Months EndedJune 30 , Three Months EndedJune 30 , (Unaudited) 2020 2019 Change % Change 2020 2019 Change % Change FUEL '- Revenues, net$ 249.8 $ 295.1 $ (45.3) (15) %$ 243.8 $ 291.3 $ (47.5) (16) % '- Transactions 99.7 125.3 (25.6) (20) % 99.7 124.5 (24.9) (20) %
'- Revenues, net per transaction
$ 0.15 6 %$ 2.45 $ 2.34 $ 0.11 5 % CORPORATE PAYMENTS '- Revenues, net1$ 92.6 $ 112.2 $ (19.7) (18) %$ 93.7 $ 112.2 $ (18.6) (17) % '- Spend volume$ 13,671 $ 20,244 $ (6,573) (32) %$ 13,670 $ 20,244 $ (6,574) (32) % '- Revenue, net per spend $ 0.68 % 0.55 % 0.12 % 22 % 0.69 % 0.55 % 0.13 % 24 % TOLLS '- Revenues, net$ 64.8 $ 86.2 $ (21.4) (25) %$ 88.7 $ 86.2 $ 2.4 3 % '- Tags (average monthly) 5.3 5.0 0.3 5 % 5.3 5.0 0.3 5 % '- Revenues, net per tag$ 12.19 $ 17.08 $ (4.89) (29) %$ 16.68 $ 17.08 $ (0.40) (2) % LODGING '- Revenues, net$ 40.6 $ 50.2 $ (9.6) (19) %$ 40.7 $ 64.9 $ (24.2) (37) % '- Room nights 4.6 4.3 0.3 8 % 4.6 6.8 (2.2) (33) % '- Revenues, net per room night$ 8.82 $ 11.75 $ (2.93) (25) %$ 8.83 $ 9.51 $ (0.68) (7) % GIFT '- Revenues, net$ 26.5 $ 35.7 $ (9.2) (26) %$ 26.5 $ 35.7 $ (9.2) (26) % '- Transactions 188.2 284.1 (95.9) (34) % 188.2 284.1 (95.9) (34) %
'- Revenues, net per transaction
$ 0.02 12 %$ 0.14 $ 0.13 $ 0.02 12 % OTHER2 '- Revenues, net1$ 50.8 $ 67.6 $ (16.8) (25) %$ 53.7 $ 71.8 $ (18.1) (25) % '- Transactions1 9.0 14.3 (5.3) (37) % 9.0 14.3 (5.3) (37) %
'- Revenues, net per transaction
$ 0.92 19 %$ 5.97 $ 5.02 $ 0.95 19 % FLEETCOR CONSOLIDATED REVENUES, NET '- Revenues, net$ 525.1 $ 647.1 $ (121.9) (19) %$ 547.1 $ 662.1 $ (115.1) (17) % 1 Reflects certain reclassifications of revenue between product categories as the Company realigned its Corporate Payments business, resulting in reclassification of payroll paycard revenue from Corporate Payments to Other. 2 Other includes telematics, maintenance, food, transportation and payroll card related businesses. 3 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. * Columns may not calculate due to rounding. Revenue per relevant key performance indicator ("KPI"), which may include transaction, spend volume, monthly tags, room nights, or other metrics, is derived from the various revenue types as discussed above and can vary based on geography, the relevant merchant relationship, the payment 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, 28
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including fluctuations in foreign currency exchange rates, fuel prices and fuel spread margins. Revenue per KPI per customer may change as the level of services we provide to a customer increases or decreases, as macroeconomic factors change and as adjustments are made to merchant and customer rates. See "Results of Operations" for further discussion of transaction volumes and revenue per transaction. Sources of Expenses We incur expenses in the following categories: •Processing-Our processing expense consists of expenses related to processing transactions, servicing our customers and merchants, credit loss expense and cost of goods sold related to our hardware sales in certain businesses. •Selling-Our selling expenses consist primarily of wages, benefits, sales commissions (other than merchant commissions) and related expenses for our sales, marketing and account management personnel and activities. •General and administrative-Our general and administrative expenses include compensation and related expenses (including stock-based compensation) for our executives, finance and accounting, information technology, human resources, legal and other administrative personnel. Also included are facilities expenses, third-party professional services fees, travel and entertainment expenses, and other corporate-level expenses. •Depreciation and amortization-Our depreciation expenses include depreciation of property and equipment, consisting of computer hardware and software (including proprietary software development amortization expense), card-reading equipment, furniture, fixtures, vehicles, buildings and leasehold improvements related to office space. Our amortization expenses include amortization of intangible assets related to customer and vendor relationships, trade names and trademarks, software and non-compete agreements. We are amortizing intangible assets related to business acquisitions and certain private label contracts associated with the purchase of accounts receivable. •Other operating, net-Our other operating, net includes other operating expenses and income items that do not relate to our core operations or that occur infrequently. •Investment (gain) loss-Our investment results primarily relate to impairment charges related to our investments and unrealized gains and losses related to a noncontrolling interest in a marketable security. •Other expense (income), net-Our other expense (income), net includes gains and losses from the sale of assets, foreign currency transactions, and other miscellaneous costs and revenue. •Interest expense, net-Our interest expense, net includes interest expense on our outstanding debt, interest income on our cash balances and interest on our interest rate swaps. •Provision for (benefit from) income taxes-Our provision for income taxes consists primarily of corporate income taxes related to earnings resulting from the sale of our products and services on a global basis. Factors and Trends Impacting our Business We believe that the following factors and trends are important in understanding our financial performance: •Global economic conditions-Our results of operations are materially affected by conditions in the economy generally, both inNorth America and internationally, including the ultimate impact of the COVID-19 pandemic. Factors affected by the economy include our transaction volumes, the credit risk of our customers and changes in tax laws across the globe. These factors affected our businesses in ourNorth America ,Brazil and International segments. •Foreign currency changes-Our results of operations are significantly impacted by changes in foreign currency exchange rates; namely, by movements of the Australian dollar, Brazilian real, British pound, Canadian dollar, Czech koruna, Euro, Mexican peso,New Zealand dollar and Russian ruble, relative to theU.S. dollar. Approximately 62% and 60% of our revenue in the six months endedJune 30, 2020 and 2019, respectively, was derived inU.S. dollars and was not affected by foreign currency exchange rates. See "Results of Operations" for information related to foreign currency impacts on our total revenue, net. Our cross-border foreign currency trading business aggregates foreign exchange exposures arising from customer contracts and economically hedges the resulting net currency risks by entering into offsetting contracts with established financial institution counterparties. These contracts are subject to counterparty credit risk arising from movements in foreign currency exchange rates. 29
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•Fuel prices-Our fleet customers use our products and services primarily in connection with the purchase of fuel. Accordingly, our revenue is affected by fuel prices, which are subject to significant volatility. A change in retail fuel prices could cause a decrease or increase in our revenue from several sources, including fees paid to us based on a percentage of each customer's total purchase. Changes in the absolute price of fuel may also impact unpaid account balances and the late fees and charges based on these amounts. We believe approximately 11% and 13% of revenues, net were directly impacted by changes in fuel price in the three months endedJune 30, 2020 and 2019, respectively. We believe approximately 11% and 13% of revenues, net were directly impacted by changes in fuel price in the six months endedJune 30, 2020 and 2019, respectively. •Fuel-price spread volatility-A portion of our revenue involves transactions where we derive revenue from fuel-price spreads, which is the difference between the price charged to a fleet customer for a transaction and the price paid to the merchant for the same transaction. In these transactions, the price paid to the merchant is based on the wholesale cost of fuel. The merchant's wholesale cost of fuel is dependent on several factors including, among others, the factors described above affecting fuel prices. The fuel price that we charge to our customer is dependent on several factors including, among others, the fuel price paid to the merchant, posted retail fuel prices and competitive fuel prices. We experience fuel-price spread contraction when the merchant's wholesale cost of fuel increases at a faster rate than the fuel price we charge to our customers, or the fuel price we charge to our customers decreases at a faster rate than the merchant's wholesale cost of fuel. The inverse of these situations produces fuel-price spread expansion. We believe approximately 11% and 5% of revenues, net were directly impacted by fuel-price spreads in both the three months endedJune 30, 2020 and 2019, respectively. We believe approximately 9% and 5% of revenues, net were directly impacted by fuel-price spreads in both the six months endedJune 30, 2020 and 2019, respectively. •Acquisitions-Since 2002, we have completed over 80 acquisitions of companies and commercial account portfolios. Acquisitions have been an important part of our growth strategy, and it is our intention to continue to seek opportunities to increase our customer base and diversify our service offering through further strategic acquisitions. The impact of acquisitions has, and may continue to have, a significant impact on our results of operations and may make it difficult to compare our results between periods. •Interest rates-Our results of operations are affected by interest rates. We are exposed to market risk changes in interest rates on our cash investments and debt. OnJanuary 22, 2019 , the Company entered into three swap contracts. The objective of these swap contracts is to reduce the variability of cash flows in the previously unhedged interest payments associated with$2.0 billion of variable rate debt, the sole source of which is due to changes in the LIBOR benchmark interest rate. For each of these swap contracts, we will pay a fixed monthly rate and receive one month LIBOR. •Expenses-Over the long term, we expect that our general and administrative expense will decrease as a percentage of revenue as our revenue increases. To support our expected revenue growth, we plan to continue to incur additional sales and marketing expense by investing in our direct marketing, third-party agents, internet marketing, telemarketing and field sales force. •Taxes-We pay taxes in various taxing jurisdictions, including theU.S. , mostU.S. states and many non-U.S. jurisdictions. The tax rates in certain non-U.S. taxing jurisdictions are different than theU.S. tax rate. Consequently, as our earnings fluctuate between taxing jurisdictions, our effective tax rate fluctuates. Acquisitions and Investments During 2019, we completed acquisitions with an aggregate purchase price of approximately$416 million . •OnApril 1, 2019 , we completed the acquisition of NvoicePay, a provider of full accounts payable automation for businesses in theU.S. The aggregate purchase price of this acquisition was approximately$208 million , net of cash acquired. •OnApril 1, 2019 , we completed the acquisition of r2c, a fleet maintenance, compliance and workshop management software provider in theU.K. •OnJuly 8, 2019 , we completed the acquisition of SOLE Financial, a payroll card provider in theU.S. •OnOctober 1, 2019 , we completed the acquisition of Travelliance, an airline lodging provider in theU.S. The preliminary aggregate purchase price of this acquisition was approximately$110 million , net of cash acquired, which remains subject to working capital adjustments. We report our results from our 2019 U.S. acquisitions in ourNorth America segment from the dates of acquisition. We report our results from our 2019 U.K. acquisition in our International segment from the date of acquisition. 30
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Disposition
As part of the Company's plans to exit the telematics business, we sold our investment in Masternaut toMichelin Group during the second quarter of 2019. We impaired our investment in Masternaut by an additional$15.6 million during 2019, resulting in no gain or loss when the investment was sold. We recorded cumulative impairment losses associated with our former investment in Masternaut of$136.3 million . Results of Operations Three months endedJune 30, 2020 compared to the three months endedJune 30, 2019 The following table sets forth selected unaudited consolidated statements of income and selected operational data for the three months endedJune 30, 2020 and 2019 (in millions, except percentages)*. Three Months Three Months Ended % of Total Ended June 30, % of Total Increase (Unaudited) June 30, 2020 Revenues, net 2019 Revenues, net (decrease) % Change Revenues, net: North America$ 357.4 68.1 %$ 417.9 64.6 %$ (60.5) (14.5) % Brazil 75.1 14.3 % 103.6 16.0 % (28.4) (27.5) % International 92.6 17.6 % 125.6 19.4 % (33.0) (26.3) % Total revenues, net 525.1 100.0 % 647.1 100.0 % (121.9) (18.8) % Consolidated operating expenses: Processing 121.3 23.1 % 120.5 18.6 % 0.8 0.7 % Selling 42.4 8.1 % 51.9 8.0 % (9.5) (18.3) % General and administrative 86.7 16.5 % 106.8 16.5 % (20.0) (18.8) % Depreciation and amortization 62.2 11.8 % 70.9 11.0 % (8.7) (12.3) % Other operating, net (0.2) - % (0.2) - % - 0.4 Operating income 212.8 40.5 % 297.3 45.9 % (84.5) (28.4) % Investment (gain) loss (33.7) (6.4) % - - % (33.7) NM Other expense, net 2.5 0.5 % 0.5 0.1 % 2.0 NM Interest expense, net 32.4 6.2 % 39.5 6.1 % (7.1) (18.0) % Provision for (benefit from) income taxes 53.1 10.1 % (4.4) (0.7) % 57.5 NM Net income$ 158.5 30.2 %$ 261.7 40.4 %$ (103.2) (39.4) % Operating income for segments: North America$ 133.2 $ 184.3 $ (51.1) (27.8) % Brazil 29.4 42.3 (12.8) (30.4) % International 50.2 70.8 (20.5) (29.0) % Operating income$ 212.8 $ 297.3 $ (84.5) (28.4) % Operating margin for segments: North America 37.3 % 44.1 % (6.8) % Brazil 39.1 % 40.8 % (1.7) % International 54.3 % 56.4 % (2.1) % Total 40.5 % 45.9 % (5.4) % NM = Not Meaningful *The sum of the columns and rows may not calculate due to rounding. Revenues, net Our consolidated revenues were$525.1 million in the three months endedJune 30, 2020 , a decrease of$121.9 million or 18.8%, from$647.1 million in the three months endedJune 30, 2019 . Consolidated revenues declined primarily due to decreases in volume as a result of the COVID-19 pandemic. Organically, consolidated revenues were down approximately 31
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17%. In addition, the second quarter of 2020 results reflect the impact of the negative quarter over quarter impact of the macroeconomic environment. Although we cannot precisely measure the impact of the macroeconomic environment, in total we believe it had a negative impact on our consolidated revenues for the three months endedJune 30, 2020 over the comparable period in 2019 of approximately$22 million . Foreign exchange rates had an unfavorable impact on consolidated revenues of approximately$35 million , primarily due to unfavorable changes in foreign exchange rates inBrazil , and lower fuel prices had an unfavorable impact on revenues of approximately$13 million . These decreases were partially offset by the impact of favorable fuel spread margins of approximately$26 million and acquisitions completed during 2019.North America segment revenues, netNorth America segment revenues were$357.4 million in the three months endedJune 30, 2020 , a decrease of$60.5 million or 14.5%, from$417.9 million in the three months endedJune 30, 2019 .North America revenues declined primarily due to decreases in volume as a result of the COVID-19 pandemic. Organically,North America segment revenues were down approximately 20%. This decrease was partially offset by the impact of acquisitions completed during 2019, as well as the favorable impact of fuel spread margins. Although we cannot precisely measure the impact of the macroeconomic environment, in total we believe it had a positive impact on ourNorth America segment revenues in the three months endedJune 30, 2020 over the comparable period in 2019 of approximately$12 million , driven primarily by favorable fuel spread margins of approximately$26 million , partially offset by lower fuel prices of approximately$13 million .Brazil segment revenues, netBrazil segment revenues were$75.1 million in the three months endedJune 30, 2020 , a decrease of$28.4 million or 27.5%, from$103.6 million in three months endedJune 30, 2019 .Brazil revenues declined primarily due to decreases in volume as a result of the COVID-19 pandemic and the unfavorable impact of foreign exchange rates. Organically,Brazil segment revenues were down approximately 1%. We believe unfavorable foreign exchange rates negatively impactedBrazil segment revenues for the three months endedJune 30, 2020 over the comparable period in 2019, by approximately$28 million . International segment revenues, net International segment revenues were$92.6 million in the three months endedJune 30, 2020 , a decrease of$33.0 million or 26.3%, from$125.6 million in the three months endedJune 30, 2019 . International revenues declined primarily due to decreases in volume as a result of the COVID-19 pandemic and the unfavorable impact of foreign exchange rates. Organically, International segment revenues were down approximately 21%. We believe unfavorable foreign exchange rates had a negative impact on International segment revenues for the three months endedJune 30, 2020 over the comparable period in 2019 of approximately$7 million , mostly inRussia andMexico .
Revenues, net by geography and product category. Set forth below are further
breakdowns of revenues, net by geography and product category for the three
months ended
Three Months Ended June 30,
Revenues, net by Geography* 2020 2019
% of Total % of Total
(Unaudited) Revenues, net Revenues, net Revenues, net Revenues, net
United States $ 335 64 % $ 389 60 %
Brazil 75 14 % 104 16 %
United Kingdom 49 9 % 70 11 %
Other 66 13 % 85 13 %
Consolidated revenues, net $ 525 100 % 647 100 %
* Columns may not calculate due to rounding.
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Three Months Ended June 30,
Revenues, net by Product
Category*1 2020 2019
% of Total
(Unaudited) Revenues, net % of Total Revenues, net Revenues, net Revenues, net
Fuel $ 250 47 % $ 295 46 %
Corporate Payments 93 18 % 112 17 %
Tolls 65 12 % 86 13 %
Lodging 41 8 % 50 8 %
Gift 27 5 % 36 6 %
Other 51 10 % 68 10 %
Consolidated revenues, net $ 525 100 % $ 647 100 %
1 Reflects certain reclassifications of revenue between product categories as the Company
realigned its Corporate Payments business, resulting in reclassification of payroll paycard
revenue from Corporate Payments to Other.
*Columns may not calculate due to rounding.
Consolidated operating expenses
Processing. Processing expenses were $121.3 million in the three months ended
June 30, 2020 , an increase of $0.8 million or 0.7%, from $120.5 million in the
comparable prior period. Increases in processing expenses were primarily due to
acquisitions completed in 2019 of approximately $10 million , an increase in
credit loss expense of approximately $2 million and an increase in severance
costs of approximately $3 million due to headcount reductions. These increases
were partially offset by the favorable impact of fluctuations in foreign
exchange rates of approximately $9 million .
Selling. Selling expenses were $42.4 million in the three months ended June 30,
2020 , a decrease of $9.5 million or 18.3%, from $51.9 million in the comparable
prior period. Decreases in selling expenses were primarily due to lower
commissions and other variable costs due to reduced sales volumes and the
favorable impact of fluctuations in foreign exchange rates of approximately $2
million , partially offset by expenses related to acquisitions completed in 2019
of approximately $1 million .
General and administrative. General and administrative expenses were $86.7
million in the three months ended June 30, 2020 , a decrease of $20.0 million or
18.8% from $106.8 million in the comparable prior period. The decrease in
general and administrative expenses was primarily due to decreased stock based
compensation expense of approximately $11 million , decreased discretionary
spending and the favorable impact of fluctuations in foreign exchange rates of
approximately $4 million . These decreases were partially offset by an increase
in other professional fees of approximately $4 million and the impact of
acquisitions completed in 2019 of approximately $3 million .
Depreciation and amortization. Depreciation and amortization expenses were $62.2
million in the three months ended June 30, 2020 , a decrease of $8.7 million or
12.3%, from $70.9 million . Decreases in depreciation and amortization expenses
were primarily due to the favorable impact of fluctuations in foreign exchange
rates of approximately $5 million and assets being fully amortized, partially
offset by expenses related to acquisitions completed in 2019 of approximately $2
million .
Investment gain. Investment gain of $33.7 million in the three months ended June
30, 2020 relates to market value gains on our investment in bill.com during the
second quarter of 2020.
Interest expense, net. Interest expense, net was $32.4 million in the three
months ended June 30, 2020 , a decrease of $7.1 million or 18.0%, from $39.5
million in the comparable prior period. The decrease in interest expense was
primarily due to decreases in LIBOR, partially offset by the impact of
additional borrowings to repurchase our common stock. The following table sets
forth the average interest rates paid on borrowings under our Credit Facility,
excluding the related unused facility fees and swaps.
Three Months Ended June 30,
(Unaudited) 2020 2019
Term loan A 2.01 % 3.97 %
Term loan B 2.26 % 4.47 %
Revolving line of credit A, B & C USD Borrowings 2.06 % 3.97 %
Revolving line of credit B GBP Borrowings 1.69 % 2.23 %
Foreign swing line 1.56 % 2.17 %
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There were no borrowings on the revolving D facility in 2020. The average unused facility fee for the Credit Facility excluding the revolving D facility was 0.30% in the three month period endedJune 30, 2020 . The fixed unused facility fee for the revolving D facility was 0.375% for the three month period endingJune 30, 2020 . OnJanuary 22, 2019 , we entered into three interest rate swap cash flow contracts. The objective of these interest rate swap contracts is to reduce the variability of cash flows in the previously unhedged interest payments associated with$2 billion of variable rate debt, tied to the one month LIBOR benchmark interest rate. During the three months endedJune 30, 2020 , as a result of these swap contracts, we incurred additional interest expense of$10.4 million or 2.05% over the average LIBOR rates on$2 billion of borrowings. Provision for (benefit from) income taxes. The provision for income taxes and effective tax rate in the three months endedJune 30, 2020 were$53.1 million or 25.1%, respectively, as compared to a benefit from income taxes and effective tax rate of$4.4 million or (1.7)%, respectively, in the three months endedJune 30, 2019 . We provide for income taxes during interim periods based on an estimate of our effective tax rate for the year. Discrete items and changes in the estimate of the annual tax rate are recorded in the period they occur. The provision for income taxes in the three months endedJune 30, 2020 included a$9.8 million increase in a reserve for uncertain tax positions related to prior years and the tax impact from a gain of$34 million resulting from market value gains on our investment in trading securities. The second quarter of 2019 included an income tax benefit of$65 million due to the final disposition of our remaining interest in Masternaut, which allowed us to carryback the capital loss on our investment in Masternaut and offset it against a previously recorded capital gain from the sale ofNextraq in 2017. Excluding these discrete tax items, income tax expense would be$24.4 million lower in the three months endedJune 30, 2020 than the comparable period in 2019, primarily due to a decrease in pre-tax earnings. Excluding these discrete items, our tax rate in the second quarter of 2020 would have been 20.3%. compared to 23.5% in 2019. The decrease in the adjusted tax rate was due primarily to additional excess tax benefit on stock option exercises in 2020 over the comparable period in 2019. Net income. For the reasons discussed above, our net income decreased to$158.5 million in the three months endedJune 30, 2020 , a decrease of$103.2 million or 39.4%, from$261.7 million in the three months endedJune 30, 2019 . Operating income and operating margin Consolidated operating income. Operating income was$212.8 million in the three months endedJune 30, 2020 , a decrease of$84.5 million or 28.4%, from$297.3 million in the comparable prior period. Our operating margin was 40.5% and 45.9% for the three months endedJune 30, 2020 and 2019, respectively. These decreases were driven primarily by decreases in volume as a result of the COVID-19 pandemic, unfavorable movements in the foreign exchange rates of approximately$15 million , lower fuel prices of approximately$13 million and the negative impact of acquisitions completed in 2019. These decreases were partially offset by the favorable impact of fuel spread margins of approximately$26 million and lower stock based compensation expense. For the purpose of segment operating results, we calculate segment operating income by subtracting segment operating expenses from segment revenues, net. Segment operating margin is calculated by dividing segment operating income by segment revenues, net.North America segment operating income.North America operating income was$133.2 million in the three months endedJune 30, 2020 , a decrease of$51.1 million or 27.8%, from$184.3 million in the comparable prior period.North America operating margin was 37.3% and 44.1% for the three months endedJune 30, 2020 and 2019, respectively. These decreases were primarily driven by decreases in volume as a result of the COVID-19 pandemic, lower fuel prices of approximately$13 million and the negative impact of acquisitions completed in 2019. These decreases were partially offset by the favorable impact of fuel spread margins of approximately$26 million and lower stock based compensation expense.Brazil segment operating income.Brazil operating income was$29.4 million in the three months endedJune 30, 2020 , a decrease of$12.8 million or 30.4%, from$42.3 million in the comparable prior period.Brazil operating margin was 39.1% and 40.8% for the three months endedJune 30, 2020 and 2019, respectively. The decrease in operating income was primarily driven by decreases in volume as a result of the COVID-19 pandemic and the unfavorable impact of foreign exchange rates of approximately$11 million . International segment operating income. International operating income was$50.2 million in the three months endedJune 30, 2020 , a decrease of$20.5 million or 29.0%, from$70.8 million in the comparable prior period. International operating margin was 54.3% and 56.4% for the three months endedJune 30, 2020 and 2019, respectively. These decreases were driven primarily by decreases in volume as a result of the COVID-19 pandemic and the unfavorable impact of the macroeconomic environment of approximately$4 million , driven primarily by unfavorable movements in foreign exchange rates. 34
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Six months endedJune 30, 2020 compared to the six months endedJune 30, 2019 The following table sets forth selected unaudited consolidated statements of income data for the six months endedJune 30, 2020 and 2019 (in millions, except percentages)*. Six Months Ended % of Total Six Months Ended % of Total Increase (Unaudited) June 30, 2020 Revenues, net June 30, 2019 Revenues, net (decrease) % Change Revenues, net: North America$ 792.1 66.8 %$ 814.8 64.2 %$ (22.7) (2.8) % Brazil 174.1 14.7 % 209.3 16.5 % (35.2) (16.8) % International 220.0 18.5 % 244.8 19.3 % (24.8) (10.1) % Total revenues, net 1,186.2 100.0 % 1,268.9 100.0 % (82.7) (6.5) % Consolidated operating expenses: Processing 355.0 29.9 % 249.6 19.7 % 105.4 42.2 % Selling 98.2 8.3 % 101.1 8.0 % (2.9) (2.9) % General and administrative 192.8 16.3 % 199.6 15.7 % (6.7) (3.4) % Depreciation and amortization 126.6 10.7 % 138.4 10.9 % (11.7) (8.5) % Other operating, net (0.3) - % (1.2) (0.1) % 0.9 (77.4) % Operating income 413.8 34.9 % 581.5 45.8 % (167.7) (28.8) % Investment (gain) loss (31.3) (2.6) % 15.7 1.2 % (47.0) NM Other (income) expense, net (6.9) (0.6) % 0.7 0.1 % (7.6) NM Interest expense, net 68.1 5.7 % 78.6 6.2 % (10.5) (13.4) % Provision for income taxes 78.4 6.6 % 52.7 4.2 % 25.6 48.6 % Net income$ 305.5 25.8 %$ 433.8 34.2 % $
(128.2) (29.6) % Operating income for segments: North America$ 218.9 $ 356.7 $ (137.8) (38.6) % Brazil 68.9 84.4 (15.6) (18.4) % International 126.0 140.4 (14.4) (10.2) % Operating income$ 413.8 $ 581.5 $ (167.7) (28.8) % Operating margin for segments: North America 27.6 % 43.8 % (16.1) % Brazil 39.5 % 40.3 % (0.8) % International 57.3 % 57.4 % (0.1) % Consolidated 34.9 % 45.8 % (10.9) % NM = Not Meaningful *The sum of the columns and rows may not calculate due to rounding. Revenues, net Our consolidated revenues were$1,186.2 million , in the six months endedJune 30, 2020 , a decrease of$82.7 million , or 6.5%, from$1,268.9 million in the six months endedJune 30, 2019 . Consolidated revenues declined primarily due to decreases in volume as a result of the COVID-19 pandemic. Organically, consolidated revenues were down approximately 6%. In addition, the first half of 2020 results reflect the impact of the negative period over period impact of the macroeconomic environment. Although we cannot precisely measure the impact of the macroeconomic environment, in total we believe it had a negative impact on our consolidated revenues for the six months endedJune 30, 2020 over the comparable period in 2019 of approximately$28 million . Foreign exchange rates had an unfavorable impact on consolidated revenues of approximately$56 million , due to unfavorable fluctuations in foreign exchange rates primarily inBrazil and theU.K. , and lower fuel prices had an unfavorable impact of$13 million . These decreases were partially offset by the impact of favorable fuel spread margins of approximately$41 million and acquisitions completed during 2019. 35
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North America segment revenues, netNorth America segment revenues were$792.1 million in the six months endedJune 30, 2020 , a decrease of$22.7 million , or 2.8%, from$814.8 million in the six months endedJune 30, 2019 .North America revenues declined primarily due to decreases in volume as a result of the COVID-19 pandemic. Organically,North America segment revenues were down approximately 9%. This decrease was partially offset by the impact of acquisitions completed during 2019, as well as the favorable impact of fuel spread margins. Although we cannot precisely measure the impact of the macroeconomic environment, in total we believe it had a positive impact on ourNorth America segment revenue in the six months endedJune 30, 2020 over the comparable period in 2019 of approximately$26 million , driven primarily by favorable fuel spread margins of approximately$41 million , partially offset by lower fuel prices of approximately$13 million and the unfavorable impact of foreign exchange rates inCanada of$2 million .Brazil segment revenues, netBrazil segment revenues were$174.1 million in the six months endedJune 30, 2020 , a decrease of$35.2 million or 16.8%, from$209.3 million in six months endedJune 30, 2019 .Brazil revenues declined primarily due to decreases in volume as a result of the COVID-19 pandemic and the unfavorable impact of foreign exchange rates. We believe unfavorable foreign exchanges rates negatively impactedBrazil segment revenues for the six months endedJune 30, 2020 over the comparable period in 2019, by approximately$45 million . These decreases were partially offset by organic growth inBrazil segment revenues of approximately 5%. International segment revenues, net International segment revenues were$220.0 million in the six months endedJune 30, 2020 , a decrease of$24.8 million , or 10.1%, from$244.8 million in the six months endedJune 30, 2019 . International revenues declined primarily due to decreases in volume as a result of the COVID-19 pandemic and the unfavorable impact of foreign exchange rates. Organically, International segment revenues were down approximately 7%. We believe unfavorable foreign exchange rates had a negative impact on our International segment revenues for the six months endedJune 30, 2020 over the comparable period in 2019 of approximately$9 million . These decreases were partially offset by the impact of an acquisition completed in 2019. Revenues, net by geography and product category. Set forth below are further breakdowns of revenue by geography and product category for the six months endedJune 30, 2020 and 2019 (in millions). Six Months Ended June 30, Revenues, net by Geography* 2020 2019 % of total % of total (Unaudited) Revenues, net revenues, net Revenues, net revenues, net United States$ 733 62 %$ 760 60 % Brazil 174 15 % 209 16 % United Kingdom 123 10 % 137 11 % Other 157 13 % 163 13 % Consolidated revenues, net$ 1,186 100 %$ 1,269 100 %
* Columns may not calculate due to rounding.
Six Months Ended June 30,
Revenues, net by Product
Category*1 2020 2019
% of total
(Unaudited) % of total revenues, net revenues, net
Fuel $ 542 46 % $ 578 46 %
Corporate Payments 212 18 % 209 16 %
Tolls 148 12 % 175 14 %
Lodging 98 8 % 92 7 %
Gift 69 6 % 84 7 %
Other 118 10 % 131 10 %
Consolidated revenues, net $ 1,186 100 % $ 1,269 100 %
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1 Reflects certain reclassifications of revenue between product categories as the Company realigned its Corporate Payments business, resulting in reclassification of payroll paycard revenue from Corporate Payments to Other. * Columns may not calculate due to rounding. Consolidated operating expenses Processing. Processing expenses were$355.0 million in the six months endedJune 30, 2020 , an increase of$105.4 million , or 42.2%, from$249.6 million in the comparable prior period. Increases in processing expenses were primarily due to a write-off of a significant customer receivable in our foreign currency trading business of approximately$90 million in the first quarter of 2020, acquisitions completed in 2019 of approximately$20 million and an increase in credit loss expense of approximately$11 million . These increases were partially offset by the favorable impact of fluctuations in foreign exchange rates of approximately$18 million . Selling. Selling expenses were$98.2 million in the six months endedJune 30, 2020 , a decrease of$2.9 million , or 2.9%, from$101.1 million in the six months endedJune 30, 2019 . Decreases in selling expenses were primarily due to lower commissions and other variable costs due to reduced sales volumes and the favorable impact of fluctuations in foreign exchange rates of approximately$4 million , partially offset by expenses related to acquisitions completed in 2019 of approximately$4 million . General and administrative. General and administrative expenses were$192.8 million in the six months endedJune 30, 2020 , a decrease of$6.7 million , or 3.4% from$199.6 million in the comparable prior period. The decrease was primarily due to decreased stock based compensation expense of approximately$7 million , decreased discretionary spending and the favorable impact of fluctuations in foreign exchange rates of approximately$6 million . These decreases were partially offset by the impact of acquisitions completed in 2019 of approximately$10 million and professional fees of$6 million over the comparable prior period. Depreciation and amortization. Depreciation and amortization expenses were$126.6 million in the six months endedJune 30, 2020 , a decrease of$11.7 million , or 8.5% from$138.4 million in the comparable prior period. The decrease was primarily due to the favorable impact of foreign exchange rates of approximately$8 million and assets being fully amortized, partially offset by expenses related to acquisitions completed in 2019 of approximately$7 million . Investment (gain) loss. Investment gain of$31.3 million in the six months endedJune 30, 2020 relates to market value gains on our investment in bill.com. The loss in 2019 was due to a non-cash impairment charge of$16 million recorded to a cost method investment. Other (income) expense, net. Other income, net was$6.9 million in the six months endedJune 30, 2020 , compared to other expense, net of$0.7 million in the six months endedJune 30, 2019 . Other income in 2020 includes a credit of approximately$7 million related to a purchase price settlement in ourCambridge acquisition. Interest expense, net. Interest expense, net was$68.1 million in the six months endedJune 30, 2020 , a decrease of$10.5 million , or 13.4%, from$78.6 million in the comparable prior period. The decrease in interest expense is primarily due to decreases in LIBOR, partially offset by the impact of additional borrowings to repurchase our common stock. The following table sets forth the average interest rates paid on borrowings under our Credit Facility, excluding the related unused facility fees and swaps. Six Months Ended June 30, (Unaudited) 2020 2019 Term loan A 2.51 % 3.99 % Term loan B 2.84 % 4.49 % Revolving line of credit A, B & C USD Borrowings
2.60 % 3.99 %
Revolving line of credit B GBP Borrowings 1.86 % 2.23 % Foreign swing line 1.83 % 2.18 % There were no borrowings on the revolving D facility in 2020. The average unused facility fee for the Credit Facility excluding the revolving D facility was 0.30% in the six month period endedJune 30, 2020 . The fixed unused facility fee for the revolving D facility was 0.375% for the six month period endingJune 30, 2020 . OnJanuary 22, 2019 , we entered into three interest rate swap contracts. The objective of these interest rate swap contracts is to reduce the variability of cash flows in the previously unhedged interest payments associated with$2 billion of variable rate debt, tied to the one month LIBOR benchmark interest rate. During the six months endedJune 30, 2020 , as a result of these 37
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swaps, we incurred additional interest expense of approximately
Provision for income taxes. The provision for income taxes and effective tax rate was$78.4 million or 20.4% in the six months endedJune 30, 2020 , an increase of$25.6 million , or 48.6%, from$52.7 million or 10.8% in the comparable prior period. We provide for income taxes during interim periods based on an estimate of our effective tax rate for the year. Discrete items and changes in the estimate of the annual tax rate are recorded in the period they occur. The provision for income taxes in the six months endedJune 30, 2020 included a$9.8 million increase in a reserve for uncertain tax positions related to prior years and the tax impact from a gain of$34 million resulting from market value gains on our investment in trading securities. The comparable period of 2019 included an income tax benefit of$65 million due to the final disposition of our remaining interest in Masternaut, which allowed us to carryback the capital loss on our investment in Masternaut and offset it against a previously recorded capital gain from the sale ofNextraq in 2017. Excluding these discrete tax items, income tax expense would be$53.0 million lower in the first half of 2020 than the comparable period in 2019, primarily due to a decrease in pre-tax earnings. Excluding these discrete items, our tax rate for the second half of 2020 would have been 17.4% compared to 23.5% in 2019. The decrease in the adjusted tax rate was primarily due to additional excess tax benefit on stock option exercises in 2020 over the comparable period in 2019. Net income. For the reasons discussed above, our net income was$305.5 million in the six months endedJune 30, 2020 , a decrease of$128.2 million , or 29.6% from$433.8 million in the six months endedJune 30, 2019 . Operating income and operating margin Consolidated operating income. Operating income was$413.8 million in the six months endedJune 30, 2020 , a decrease of$167.7 million , or 28.8%, from$581.5 million in the comparable prior period. Our operating margin was 34.9% and 45.8% for the six months endedJune 30, 2020 and 2019, respectively. These decreases were primarily driven by the write-off of a significant customer receivable in our cross border payments business of approximately$90 million , decreases in volume as a result of the COVID-19 pandemic, unfavorable movements in foreign exchange rates of approximately$20 million , lower fuel prices of approximately$13 million and the negative impact of acquisitions completed in 2019. These decreases were partially offset by the favorable impact of fuel spread margins of$41 million . For the purpose of segment operating results, we calculate segment operating income by subtracting segment operating expenses from segment revenue. Segment operating margin is calculated by dividing segment operating income by segment revenue.North America segment operating income.North America operating income was$218.9 million in the six months endedJune 30, 2020 , a decrease of$137.8 million , or 38.6%, from$356.7 million in the comparable prior period.North America operating margin was 27.6% and 43.8% and for the six months endedJune 30, 2020 and 2019, respectively. These decreases were due primarily to the write-off of a significant customer receivable in our cross border payments business of approximately$90 million , decreases in volume as a result of the COVID-19 pandemic and the negative impact of acquisitions completed in 2019. These decreases were partially offset by the favorable impact of the macroeconomic environment of approximately$31 million , primarily driven by the impact of favorable fuel spread margins.Brazil segment operating income.Brazil operating income was$68.9 million in the six months endedJune 30, 2020 , a decrease of$15.6 million , or 18.4%, from$84.4 million in the comparable prior period.Brazil operating margin was 39.5% and 40.3% for the six months endedJune 30, 2020 and 2019, respectively. These decreases were due primarily by decreases in volume as a result of the COVID-19 pandemic and the unfavorable impact of the unfavorable impact of foreign exchange rates of$18 million . International segment operating income. International operating income was$126.0 million in the six months endedJune 30, 2020 , a decrease of$14.4 million , or 10.2%, from$140.4 million in the comparable prior period. International operating margin was 57.3% and 57.4% for the six months endedJune 30, 2020 and 2019, respectively. These decreases were primarily due to decreases in volume as a result of the COVID-19 pandemic and the unfavorable impact of the macroeconomic environment of approximately$5 million , primarily driven by unfavorable movements in foreign exchange rates. Liquidity and capital resources Our principal liquidity requirements are to service and repay our indebtedness, make acquisitions of businesses and commercial account portfolios, repurchase shares of our common stock and meet working capital, tax and capital expenditure needs. Sources of liquidity. We believe that our current level of cash and borrowing capacity under our Credit Facility and Securitization Facility (each defined below), together with expected future cash flows from operations, will be sufficient to meet the needs of our existing operations and planned requirements for the foreseeable future, based on our current assumptions. AtJune 30, 2020 , we had approximately$1.9 billion in total liquidity, consisting of availability under our Credit 38
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Facility (defined below) and cash. AtJune 30, 2020 , we had approximately$1.1 billion available under our Credit Facility and available cash of$766 million , net of restricted cash. Restricted cash represents customer deposits in theCzech Republic and in ourComdata business in theU.S. , as well as collateral received from customers for cross-currency transactions in ourCambridge business, which are restricted from use other than to repay customer deposits, as well as to secure and settle cross-currency transactions. We also utilize an accounts receivable Securitization Facility to finance a majority of our domestic receivables, to lower our cost of borrowing and more efficiently use capital. We generate and record accounts receivable when a customer makes a purchase from a merchant using one of our card products and generally pay merchants before collecting the receivable. As a result, we utilize the Securitization Facility as a source of liquidity to provide the cash flow required to fund merchant payments while we collect customer balances. These balances are primarily composed of charge balances, which are typically billed to the customer on a weekly, semimonthly or monthly basis, and are generally required to be paid within 14 days of billing. We also consider the undrawn amounts under our Securitization Facility and Credit Facility as funds available for working capital purposes and acquisitions. AtJune 30, 2020 , we had no additional liquidity under our Securitization Facility. Additionally, we have immaterial outside basis differences in our investments in foreign subsidiaries and have not recorded incremental income taxes for any additional outside basis differences, as these amounts continue to be indefinitely reinvested in foreign operations. We cannot assure you that our assumptions used to estimate our liquidity requirements will remain accurate due to the unprecedented nature of the disruption to our operations and the unpredictability of the COVID-19 global pandemic. As a consequence, our estimates of the duration of the pandemic and the severity of the impact on our future earnings and cash flows could change and have a material impact on our results of operations and financial condition. The following have impacted or may impact our liquidity: •The negative impact of the COVID-19 global pandemic on our business as discussed above under "Impact of COVID-19 on Our Business". •InApril 2020 , we amended the Credit Agreement to add a$250 million revolving D 364 day facility. As ofAugust 10, 2020 , there are no amounts drawn under this revolving D facility. We view this revolving facility as a precautionary measure to provide us with additional financial flexibility to manage our business with a safety-first emphasis during the unknown duration and impact of the COVID-19 global pandemic. •We have principal and interest obligations under our debt and ongoing financial covenants under those debt facilities. •During the second quarter, we repurchased approximately 127,000 shares in connection with employee stock sales for$32.2 million , as employees forfeited shares to cover taxes. AtJune 30, 2020 , we had approximately$294.1 million remaining repurchase authorization under our current share repurchase program. •We have never declared or paid any dividends on our common stock and do not anticipate paying cash dividends to holders of our common stock in the foreseeable future. •While we intend to employ a disciplined and highly selective approach, we may pursue strategic business acquisitions in the future. •We intend to balance discretionary spending and hiring with revenue and volume trends. Cash flows The following table summarizes our cash flows for the six month periods endedJune 30, 2020 and 2019 (in millions). Six Months Ended
(Unaudited) 2020 2019 Net cash provided by operating activities$ 802.2 $ 550.0 Net cash used in investing activities (37.4) (282.9) Net cash used in financing activities (1,032.4) (151.5) Operating activities. Net cash provided by operating activities was$802.2 million in the six months endedJune 30, 2020 , an increase from$550.0 million in the comparable prior period. The increase in operating cash flows was primarily due to favorable working capital adjustments primarily due to the timing of cash receipts and payments in the six months endedJune 30, 2020 over the comparable period in 2019. Investing activities. Net cash used in investing activities was$37.4 million in the six months endedJune 30, 2020 compared to$282.9 million in the six months endedJune 30, 2019 . The decrease was primarily due to the decrease in cash paid for acquisitions in the six months endedJune 30, 2020 over the comparable period in 2019. 39
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Financing activities. Net cash used in financing activities was$1,032.4 million in the six months endedJune 30, 2020 , compared to$151.5 million in the six months endedJune 30, 2019 . The increased use of cash is primarily due to an increase in repurchases of our common stock of$553 million and decreased net borrowings on our Securitization Facility of$405 million in the six months endedJune 30, 2020 over the comparable period in 2019. Capital spending summary Our capital expenditures were$36.9 million in the six months endedJune 30, 2020 , a decrease of$4.9 million or 15.3%, from$32.0 million in the comparable prior period due to a reduction in discretionary spending as a result of the COVID-19 pandemic. Credit FacilityFLEETCOR Technologies Operating Company, LLC , and certain of our domestic and foreign owned subsidiaries, as designated co-borrowers (the "Borrowers"), are parties to a$5.11 billion Credit Agreement (the "Credit Agreement"), withBank of America, N.A ., as administrative agent, swing line lender and local currency issuer, and a syndicate of financial institutions (the "Lenders"), which has been amended multiple times. The Credit Agreement provides for senior secured credit facilities (collectively, the "Credit Facility") consisting of a revolving credit facility in the amount of$1.535 billion , a term loan A facility in the amount of$3.225 billion and a term loan B facility in the amount of$350 million as ofJune 30, 2020 . The revolving credit facility consists of (a) a revolving A credit facility in the amount of$800 million , with sublimits for letters of credit and swing line loans, (b) a revolving B facility in the amount of$450 million for borrowings inU.S. dollars, euros, British pounds, Japanese yen or other currency as agreed in advance, and a sublimit for swing line loans, (c) a revolving C facility in the amount of$35 million for borrowings inU.S. dollars, Australian dollars orNew Zealand dollars, and (d) a revolving D facility in the amount of$250 million for borrowings inU.S. dollars. The Credit Agreement also includes an accordion feature for borrowing an additional$750 million in term loan A, term loan B, revolving A or revolving B facility debt and an unlimited amount when the leverage ratio on a pro forma basis is less than 3.00 to 1.00. Proceeds from the credit facilities may be used for working capital purposes, acquisitions, and other general corporate purposes. OnApril 24, 2020 , we entered into the eighth amendment to the Credit Agreement to add a$250 million revolving D facility. The maturity date for the term loan A and revolving credit facilities A, B and C isDecember 19, 2023 . The revolving D facility maturity date isApril 23, 2021 . The maturity date for the term loan B isAugust 2, 2024 . Interest on amounts outstanding under the Credit Agreement (other than the term loan B and the revolving D facility) accrues based on the British Bankers Association LIBOR Rate (the "Eurocurrency Rate"), plus a margin based on a leverage ratio, or our option, the Base Rate (defined as the rate equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the prime rate announced byBank of America, N.A ., or (c) the Eurocurrency Rate plus 1.00%) plus a margin based on a leverage ratio. Interest on the term loan B facility accrues based on the Eurocurrency Rate plus 1.75% for Eurocurrency Loans or the Base Rate plus 0.75% for Base Rate Loans. Interest on the revolving D facility accrues based on the Eurocurrency Rate plus a margin of 2.25% throughJuly 23, 2020 , 2.75% fromJuly 24, 2020 throughOctober 21, 2020 , 3.25% fromOctober 22, 2020 throughJanuary 19, 2021 and 3.75% thereafter, or at our option, the Base Rate plus a margin of 1.25% throughJuly 23, 2020 , 1.75% fromJuly 24, 2020 throughOctober 21, 2020 , 2.25% fromOctober 22, 2020 throughJanuary 19, 2021 and 2.75% thereafter. The Eurocurrency rate has a 0% floor for term loans and revolving A, B and C facility loans and a floor of 1% for the revolving D facility. In addition, we pay a quarterly commitment fee at a rate per annum ranging from 0.25% to 0.35% of the daily unused portion of the Credit Facility (excluding the revolving D facility) and a fixed rate per annum of 0.375% of the daily unused portion of the revolving D facility. AtJune 30, 2020 , the interest rate on the term loan A was 1.68%, the interest rate on the term loan B was 1.93%, the interest rate on the revolving A facility was 1.68%, and the interest rate on the revolving B facility was 1.68% for USD borrowings and 1.59% for GBP borrowings. The unused credit facility fee was 0.30% for revolving A, B and C facilities and 0.375% for the revolving D facility atJune 30, 2020 . The term loans are payable in quarterly installments and are 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 our option of one, two, three or six months after borrowing, depending on the term of the borrowing on the facility. Borrowings on the foreign swing line of credit are due no later than twenty business days after such loan is made. The Credit Facility contains representations, warranties and events of default, as well as certain affirmative and negative covenants, customary for financings of this nature. These covenants include limitations on the ability to pay dividends and make other restricted payments under certain circumstances and compliance with certain financial ratios. As ofJune 30, 2020 , we were in compliance with each of the covenants under the Credit Facility. Our Credit Agreement contains a number of negative covenants restricting, among other things, limitations on liens (with exceptions for our Securitization Facility) and investments, incurrence or guarantees of indebtedness, mergers, acquisitions, dissolutions, liquidations and consolidations, dispositions, dividends and other restricted payments and prepayments of other indebtedness. In particular, we are not permitted to make any restricted payments (which includes any dividend or other 40
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distribution) except that we may declare and make dividend payments or other distributions to our stockholders so long as (i) on a pro forma basis both before and after the distribution the consolidated leverage ratio is not greater than 3.25 to 1.00 and we are in compliance with the financial covenants and (ii) no default or event of default shall exist or result therefrom. The Credit Agreement also contains customary events of default. The Credit Agreement includes financial covenants where the Company is required to maintain a consolidated leverage ratio of less than or equal to 4.00 to 1.00 as of the end of any fiscal quarter provided that in connection with any Material Acquisition the leverage ratio may be increased to 4.25 to 1.00 for the quarter in which the Material Acquisition is consummated and the next three fiscal quarters; and a consolidated interest coverage ratio of no less than 4.00 to 1.00. The obligations of the Borrowers under the Credit Agreement are secured by substantially all of the assets ofFLEETCOR 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 (ii) 66% of the voting shares of the first-tier foreign subsidiaries, but excluding real property, personal property located outside of theU.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. AtJune 30, 2020 , we had$3.0 billion in borrowings outstanding on the term loan A, net of discounts and$338.9 million in borrowings outstanding on the term loan B, net of discounts. We have unamortized debt issuance costs of$6.6 million related to the revolving facilities as ofJune 30, 2020 recorded within other assets in the Unaudited Consolidated Balance Sheet. We have unamortized debt discounts and debt issuance costs related to the term loans of$8.4 million and$1.0 million atJune 30, 2020 , respectively. During the six months endedJune 30, 2020 , we made principal payments of$82.4 million on the term loans,$726.6 million on the revolving facilities, and$55.9 million on the swing line revolving facility. In addition, we made principal payments on a notes payable related to an acquisition of$10.6 million . Cash Flow Hedges OnJanuary 22, 2019 , we entered into three swap contracts. The objective of these swap contracts is to reduce the variability of cash flows in the previously unhedged interest payments associated with$2.0 billion of variable rate debt, the sole source of which is due to changes in the LIBOR benchmark interest rate. These swap contracts qualify as hedging instruments and have been designated as cash flow hedges. For each of these swap contracts, we will pay a fixed monthly rate and receive one month LIBOR. We reclassified approximately$14.7 million of losses from accumulated other comprehensive income into interest expense during the six months endedJune 30, 2020 as a result of these hedging instruments. Securitization Facility We are party to a$1.0 billion receivables purchase agreement amongFLEETCOR Funding LLC , as seller,PNC Bank, National Association as administrator, and various purchaser agents, conduit purchasers and related committed purchasers parties thereto, which was amended and restated for the fifth time as ofNovember 14, 2014 . We refer to this arrangement as the Securitization Facility. There have been several amendments to the Securitization Facility. The Securitization Facility expires onNovember 14, 2020 and contains customary financial covenants. OnApril 24, 2020 , we reduced our Securitization Facility commitment from$1.2 billion to$1.0 billion . There is a program fee equal to one month LIBOR plus 0.90% or the Commercial Paper Rate plus 0.80%. The program fee was 0.26% plus 0.88% and 1.80% plus 0.88% as ofJune 30, 2020 andDecember 31, 2019 , respectively. The unused facility fee is payable at a rate of 0.40% per annum as ofJune 30, 2020 andDecember 31, 2019 , respectively. We have unamortized debt issuance costs of$0.3 million and$0.7 million related to the Securitization Facility as ofJune 30, 2020 andDecember 31, 2019 , respectively, recorded within other assets in the Unaudited Consolidated Balance Sheet. 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 the financial covenant requirements related to our Securitization Facility as ofJune 30, 2020 . Stock Repurchase Program The Company's Board of Directors has approved a stock repurchase program (as updated from time to time, the "Program") authorizing the Company to repurchase its common stock from time to time untilFebruary 1, 2023 . OnOctober 22, 2019 , our Board increased the aggregate size of the Program by$1 billion , to$3.1 billion . Since the beginning of the Program, 13,435,651 shares have been repurchased for an aggregate purchase price of$2.8 billion , leaving the Company up to$294.1 million available under the Program for future repurchases in shares of its common stock. 41
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Any stock repurchases may be made at times and in such amounts as deemed appropriate. The timing and amount of stock repurchases, if any, will depend on a variety of factors including the stock price, market conditions, corporate and regulatory requirements, and any additional constraints related to material inside information the Company may possess. Any repurchases have been and are expected to be funded by a combination of available cash flow from the business, working capital and debt. OnDecember 18, 2019 , the Company entered an accelerated stock repurchase agreement ("2019 ASR Agreement") with a third-party financial institution to repurchase$500 million of its common stock. Pursuant to the 2019 ASR Agreement, the Company delivered$500 million in cash and received 1,431,989 shares based on a stock price of$285.70 onDecember 18, 2019 . The 2019 ASR Agreement was completed onFebruary 20, 2020 , at which time the Company received 175,340 additional shares based on a final weighted average per share purchase price during the repurchase period of$311.08 . We accounted for the 2019 ASR Agreement as two separate transactions: (i) as shares of reacquired common stock for the shares delivered to the Company upon effectiveness of each ASR agreement and (ii) as a forward contract indexed to the Company's common stock for the undelivered shares. The initial delivery of shares was included in treasury stock at cost and results in an immediate reduction of the outstanding shares used to calculate the weighted average common shares outstanding for basic and diluted earnings per share. The forward contracts indexed to the Company's own common stock met the criteria for equity classification, and these amounts were initially recorded in additional paid-in capital. Critical accounting policies and estimates In applying the accounting policies that we use to prepare our consolidated financial statements, we necessarily make accounting estimates that affect our reported amounts of assets, liabilities, revenues and expenses. Some of these estimates require us to make assumptions about matters that are highly uncertain at the time we make the accounting estimates. We base these assumptions and the resulting estimates on historical information and other factors that we believe to be reasonable under the circumstances, and we evaluate these assumptions and estimates on an ongoing basis. In many instances, however, we reasonably could have used different accounting estimates and, in other instances, changes in our accounting estimates could occur from period to period, with the result in each case being a material change in the financial statement presentation of our financial condition or results of operations. We refer to estimates of this type as critical accounting estimates. Accounting estimates necessarily require subjective determinations about future events and conditions. During the three months endedJune 30, 2020 , we have not adopted any new critical accounting policies that had a significant impact upon our consolidated financial statements, have not changed any critical accounting policies and have not changed the application of any critical accounting policies from the year endedDecember 31, 2019 . For critical accounting policies, refer to the Critical Accounting Estimates in Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year endedDecember 31, 2019 and our summary of significant accounting policies in Note 1 of our Notes to the Unaudited Consolidated Financial Statements in this Quarterly Report on Form 10-Q. Management's Use of Non-GAAP Financial Measures We have included in the discussion above certain financial measures that were not prepared in accordance with GAAP. Any analysis of non-GAAP financial measures should be used only in conjunction with results presented in accordance with GAAP. Below, we define the non-GAAP financial measures, provide a reconciliation of each non-GAAP financial measure to the most directly comparable financial measure calculated in accordance with GAAP, and discuss the reasons that we believe this information is useful to management and may be useful to investors. Pro forma and macro adjusted revenue and key performance metric by product. We define the pro forma and macro adjusted revenue as revenue, net as reflected in our statement of income, adjusted to eliminate the impact of the macroeconomic environment and the impact of acquisitions and dispositions. The macroeconomic environment includes the impact that market fuel spread margins, fuel prices and foreign exchange rates have on our business. We use pro forma and macro adjusted revenue and transactions to evaluate the organic growth in our revenue and the associated transactions. Set forth below is a reconciliation of pro forma and macro adjusted revenue and transactions to the most directly comparable GAAP measure, revenue, net and transactions (in millions): 42
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Revenues, net Key Performance Metric
Three Months Ended June 30, Three Months Ended June 30,
(Unaudited) 2020* 2019* 2020* 2019*
FUEL - TRANSACTIONS
Pro forma and macro adjusted $ 243.8 $ 291.3 99.7 124.5
Impact of acquisitions/dispositions - 3.8 - 0.7
Impact of fuel prices/spread 13.1 - - -
Impact of foreign exchange rates (7.2) - - -
As reported $ 249.8 $ 295.1 99.7 125.3
CORPORATE PAYMENTS - SPEND
Pro forma and macro adjusted $ 93.7 $ 112.2 13,670 20,244
Impact of acquisitions/dispositions - - - -
Impact of fuel prices/spread (0.2) - - -
Impact of foreign exchange rates (0.9) - 1 -
As reported $ 92.6 $ 112.2 13,671 20,244
TOLLS - TAGS
Pro forma and macro adjusted $ 88.7 $ 86.2 5.3 5.0
Impact of acquisitions/dispositions - - - -
Impact of fuel prices/spread - - - -
Impact of foreign exchange rates (23.9) - - -
As reported $ 64.8 $ 86.2 5.3 5.0
LODGING - ROOM NIGHTS
Pro forma and macro adjusted $ 40.7 $ 64.9 4.6 6.8
Impact of acquisitions/dispositions - (14.6) - (2.5)
Impact of fuel prices/spread - - - -
Impact of foreign exchange rates - - - -
As reported $ 40.6 $ 50.2 4.6 4.3
GIFT - TRANSACTIONS
Pro forma and macro adjusted $ 26.5 $ 35.7 188.2 284.1
Impact of acquisitions/dispositions - - - -
Impact of fuel prices/spread - - - -
Impact of foreign exchange rates - - - -
As reported $ 26.5 $ 35.7 188.2 284.1
OTHER1- TRANSACTIONS
Pro forma and macro adjusted $ 53.7 $ 71.8 9.0 14.3
Impact of acquisitions/dispositions - (4.2) - -
Impact of fuel prices/spread - - - -
Impact of foreign exchange rates (2.9) - - -
As reported $ 50.8 $ 67.6 9.0 14.3
FLEETCOR CONSOLIDATED REVENUES, NET
Pro forma and macro adjusted $ 547.1 $ 662.1
Impact of acquisitions/dispositions -
(15.0)
Impact of fuel prices/spread 12.9 - Intentionally Left Blank Impact of foreign exchange rates (34.9)
-
As reported$ 525.1 $
647.1
* Columns may not calculate due to rounding. 1Other includes telematics, maintenance, food, transportation and payroll card related businesses.
Adjusted net income and adjusted net income per diluted share. We have defined
the non-GAAP measure adjusted net income as net income as reflected in our
Statement of Income, adjusted to eliminate (a) non-cash stock based compensation
expense related to share based compensation awards, (b) amortization of deferred
financing costs, discounts and intangible assets, amortization of the premium
recognized on the purchase of receivables, and our proportionate share of
amortization of intangible assets at our equity method investment, (c)
integration and deal related costs, and (d) other non-recurring items, including
unusual losses occurring due largely to COVID-19, the impact of discrete tax
items, impairment charges, asset write-offs, restructuring costs, gains due to
disposition of assets and a business, loss on extinguishment of debt, legal
settlements, and the unauthorized access impact.
We have defined the non-GAAP measure adjusted net income per diluted share as
the calculation previously noted divided by the weighted average diluted shares
outstanding as reflected in our Statements of Income.
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We use adjusted net income to eliminate the effect of items that we do not
consider indicative of our core operating performance. We believe it is useful
to exclude non-cash stock based compensation expense from adjusted net income
because non-cash equity grants made at a certain price and point in time do not
necessarily reflect how our business is performing at any particular time and
stock based compensation expense is not a key measure of our core operating
performance. We also believe that amortization expense can vary substantially
from company to company and from period to period depending upon their financing
and accounting methods, the fair value and average expected life of their
acquired intangible assets, their capital structures and the method by which
their assets were acquired. Therefore, we have excluded amortization expense
from adjusted net income. We also believe non-recurring expenses, gains, losses,
and impairment charges do not necessarily reflect how our investments and
business are performing. We have also excluded a write-off of a customer
receivable due to their liquidation as a result of the impact of COVID-19 to
their business. We believe that adjusted net income and adjusted net income per
diluted share are appropriate supplemental measures of financial performance and
may be useful to investors in understanding our operating performance on a
consistent basis. Adjusted net income and adjusted net income per diluted share
are not intended to be a substitute for GAAP financial measures and should not
be used as such.
Set forth below is a reconciliation of adjusted net income and adjusted net
income per diluted share to the most directly comparable GAAP measure, net
income and net income per diluted share (in thousands, except per share
amounts)*:
Six Months Ended June
Three Months Ended June 30, 30,
(Unaudited) 2020 2019 2020 2019
Net income $ 158,488 $ 261,651 $ 305,548 $ 433,758
Stock based compensation 8,989 18,306 23,164 30,847
Amortization of intangible assets, premium on
receivables, deferred financing costs and discounts 47,875 56,623 97,917 110,141
Investment (gain) loss (33,709) - (31,338) 15,660
Integration and deal related costs1 5,902 - 9,267 -
Restructuring and related costs 4,727 - 4,727 -
Legal settlements/litigation 944 3,474 (5,037) 3,474
Write-off of customer receivable - - 90,058 -
Total pre-tax adjustments 34,727 78,403 188,758 160,122
Income tax impact of pre-tax adjustments at the
effective tax rate2 (5,638) (18,435) (42,233) (33,846)
Impact of discrete tax item3 9,848 (64,880) 9,848 (64,880)
Adjusted net income $ 197,425 $ 256,739 $ 461,922 $ 495,154
Adjusted net income per diluted share $ 2.28 $ 2.85 $ 5.29 $ 5.52
Diluted shares 86,570 90,131 87,380 89,694
1 Beginning in the first quarter of 2020, the Company included integration and deal
related costs in its definition to calculate adjusted net income and adjusted net income
per diluted share. Prior period amounts were approximately $1.3 million and $2.8 million
for the three and six months ended June 30, 2019 , which we consider immaterial.
2Excludes the results of the Company's investment in the six months ended June 30, 2019 ,
on our effective tax rate, as results from Masternaut investment are reported within the
consolidated Statements of Income on a post-tax basis and no tax-over-book outside basis
difference prior to disposition.
3 Represents the impact of a discrete tax reserve adjustment related to prior year tax
positions in 2020 and tax reform in 2019.
*Columns may not calculate due to rounding.
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Special Cautionary Notice Regarding Forward-Looking Statements This report contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements aboutFleetCor's beliefs, expectations and future performance, are forward-looking statements. Forward-looking statements can be identified by the use of words such as "anticipate," "intend," "believe," "estimate," "plan," "seek," "project" or "expect," "may," "will," "would," "could" or "should," the negative of these terms or other comparable terminology. These forward-looking statements are not a guarantee of performance, and you should not place undue reliance on such statements. We have based these forward-looking statements largely on preliminary information, internal estimates and management assumptions, expectations and plans about future conditions, events and results. Forward-looking statements are subject to many uncertainties and other variable circumstances, such as the impact of global, political, market, health and other conditions, including the impact of the coronavirus (COVID-19); regulatory measures or voluntary actions, including social distancing, shelter-in-place, shutdowns of nonessential businesses and similar measures imposed or undertaken in an effort to combat the spread of the coronavirus (COVID-19); adverse outcomes with respect to current and future legal proceedings, including, without limitation, theFTC lawsuit, or actions of governmental or quasi-governmental bodies or standards or industry organizations with respect to our payment cards; delays or failures associated with implementation of, or adaption to, new technology; fuel price and spread volatility; changes in credit risk of customers and associated losses; the actions of regulators relating to payment cards or resulting from investigations; failure to maintain or renew key business relationships; failure to maintain competitive product offerings; failure to maintain or renew sources of financing; failure to complete, or delays in completing, anticipated new partnership and customer arrangements or acquisitions and to successfully integrate or otherwise achieve anticipated benefits from such partnership and customer arrangements or acquired businesses; failure to successfully expand business internationally; other risks related to our international operations, including the potential impact to our business as a result of theUnited Kingdom's referendum to leave theEuropean Union ; the impact of foreign exchange rates on operations, revenue and income; the effects of general economic and political conditions on fueling patterns and the commercial activity of fleets; risks related to litigation; the impact of new tax regulations and the resolution of tax contingencies resulting in additional tax liabilities; as well as the other risks and uncertainties identified under the caption "Risk Factors" in our Annual Report on Form 10-K for the year endedDecember 31, 2019 filed with theSecurities and Exchange Commission onMarch 2, 2020 and this Quarterly Report. These factors could cause our actual results and experience to differ materially from any forward-looking statement. The forward-looking statements included in this presentation are made only as of the date hereof. We do not undertake, and specifically disclaim, any obligation to update any such statements as a result of new information, future events or developments, except as specifically stated or to the extent required by law. You may getFLEETCOR's Securities and Exchange Commission ("SEC") filings for free by visiting theSEC web site at www.sec.gov. This report includes non-GAAP financial measures, which are used by the Company and investors as supplemental measures to evaluate the overall operating performance of companies in our industry. By providing these non-GAAP financial measures, together with reconciliations, we believe we are enhancing investors' understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing strategic initiatives. See "Management's Use of Non-GAAP Financial Measures" elsewhere in this Quarterly Report on Form 10-Q for additional information regarding these GAAP financial measures and a reconciliation to the nearest corresponding GAAP measure.
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