Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________________________________ FORM 10-Q __________________________________________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00 ...

PART I—FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20FINANCIAL%20STATEMENTS) Presents the unaudited consolidated financial statements for the three and six months ended June 30, 2019 Consolidated Balance Sheet Highlights (Unaudited) | Account | June 30, 2019 (in thousands) | December 31, 2018 (in thousands) | | :--- | :--- | :--- | | Total current assets | $4,386,358 | $3,875,986 | | Total assets | $11,975,592 | $11,202,477 | | Total current liabilities | $4,749,210 | $4,495,213 | | Total liabilities | $8,132,220 | $7,862,297 | | Total stockholders' equity | $3,843,372 | $3,340,180 | Consolidated Statement of Income Highlights (Unaudited) | Metric | Three Months Ended June 30, 2019 | Three Months Ended June 30, 2018 | Six Months Ended June 30, 2019 | Six Months Ended June 30, 2018 | | :--- | :--- | :--- | :--- | :--- | | Revenues, net | $647,094 | $584,985 | $1,268,919 | $1,170,484 | | Operating income | $297,317 | $264,783 | $581,493 | $524,870 | | Net income | $261,651 | $176,852 | $433,758 | $351,789 | | Diluted EPS | $2.90 | $1.91 | $4.84 | $3.78 | Consolidated Statement of Cash Flows Highlights (Unaudited) | Cash Flow Activity | Six Months Ended June 30, 2019 (in thousands) | Six Months Ended June 30, 2018 (in thousands) | | :--- | :--- | :--- | | Net cash provided by operating activities | $550,021 | $275,089 | | Net cash used in investing activities | ($282,901) | ($49,617) | | Net cash used in financing activities | ($151,546) | ($104,760) | [1. Summary of Significant Accounting Policies](index=11&type=section&id=1.%20Summary%20of%20Significant%20Accounting%20Policies) Details the basis of presentation, revenue recognition policies, and the adoption of new accounting standards Revenue by Product - Six Months Ended June 30 (in millions) | Product | 2019 | % of Total | 2018 | % of Total | | :--- | :--- | :--- | :--- | :--- | | Fuel | $578 | 46% | $544 | 46% | | Corporate Payments | $237 | 19% | $194 | 17% | | Tolls | $175 | 14% | $170 | 14% | | Lodging | $92 | 7% | $84 | 7% | | Gift | $84 | 7% | $82 | 7% | | Other | $102 | 8% | $97 | 8% | | **Total** | **$1,269** | **100%** | **$1,170** | **100%** | Revenue by Geography - Six Months Ended June 30 (in millions) | Geography | 2019 | % of Total | 2018 | % of Total | | :--- | :--- | :--- | :--- | :--- | | United States | $760 | 60% | $691 | 59% | | Brazil | $209 | 16% | $203 | 17% | | United Kingdom | $137 | 11% | $130 | 11% | | Other | $163 | 13% | $146 | 12% | | **Total** | **$1,269** | **100%** | **$1,170** | **100%** | - The company adopted new accounting standards for **Leases (Topic 842)** and **Derivatives and Hedging (Topic 815)** effective January 1, 2019[42](index=42&type=chunk)[43](index=43&type=chunk) [7. Acquisitions](index=23&type=section&id=7.%20Acquisitions) Outlines the completion of two acquisitions in Q2 2019 and one subsequent to quarter-end to expand its corporate payments product line - On April 1, 2019, the Company acquired NvoicePay, a provider of full accounts payable automation, for an aggregate purchase price of approximately **$219 million**, net of cash acquired[89](index=89&type=chunk) - Also on April 1, 2019, the Company acquired a small international business for an aggregate purchase price of approximately **$32 million**[90](index=90&type=chunk) - Subsequent to the quarter end, on July 5, 2019, the Company acquired SOLE Financial, a payroll card provider, for approximately **$74 million**[118](index=118&type=chunk) [9. Debt](index=26&type=section&id=9.%20Debt) Details the company's debt structure, total outstanding debt of $4.61 billion, and compliance with all debt covenants as of June 30, 2019 Total Debt Outstanding (in thousands) | Facility | June 30, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Term Loan A & B, net | $2,795,976 | $2,859,699 | | Revolving lines of credit | $808,278 | $1,035,446 | | Securitization Facility | $974,000 | $886,000 | | **Total** | **$4,608,768** | **$4,819,047** | - On August 2, 2019, the company amended its Credit Agreement to include an incremental **Term A Loan of $700 million**[119](index=119&type=chunk) [14. Derivative Financial Instruments and Hedging Activities](index=29&type=section&id=14.%20Derivative%20Financial%20Instruments%20and%20Hedging%20Activities) Describes the use of derivatives to manage interest rate risk on $2.0 billion of debt and to facilitate customer cross-currency payments - On January 22, 2019, the Company entered into three interest rate swap cash flow contracts to hedge interest payments associated with **$2.0 billion of variable rate debt**[115](index=115&type=chunk) - The aggregate notional amount of foreign exchange derivative customer contracts was **$12.49 billion** at June 30, 2019, up from $10.74 billion at December 31, 2018[112](index=112&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Provides management's perspective on financial results, highlighting strong organic growth, acquisition impacts, and key macroeconomic factors - FLEETCOR is a global business payments company operating in five main categories: **Fuel, Lodging, Tolls, Corporate Payments, and Gift**[126](index=126&type=chunk) - Key factors impacting the business include global economic conditions, foreign currency changes (notably BRL, GBP), fuel prices, fuel-price spreads, acquisitions, and interest rates[147](index=147&type=chunk) - The company completed the acquisition of **NvoicePay for ~$219 million** and another small international business for **~$32 million** on April 1, 2019[151](index=151&type=chunk) [Results of Operations - Three Months Ended June 30, 2019 vs 2018](index=40&type=section&id=Results%20of%20Operations%20-%20Three%20Months%20Ended%20June%2030%2C%202019%20vs%202018) Reports 10.6% consolidated revenue growth and a 47.9% surge in net income for Q2 2019, driven by organic growth and a significant tax benefit Q2 2019 vs Q2 2018 Performance | Metric | Q2 2019 (in millions) | Q2 2018 (in millions) | % Change | | :--- | :--- | :--- | :--- | | Total revenues, net | $647.1 | $585.0 | 10.6% | | Operating income | $297.3 | $264.8 | 12.3% | | Net income | $261.7 | $176.9 | 47.9% | - **Organic revenue growth was approximately 13%** on a constant currency, fuel price, and acquisition basis[155](index=155&type=chunk) - The effective tax rate was **(1.7)%** compared to 23.5% in the prior year, primarily due to a **$65 million tax benefit** related to the carryback of a capital loss from the Masternaut investment[168](index=168&type=chunk) [Results of Operations - Six Months Ended June 30, 2019 vs 2018](index=45&type=section&id=Results%20of%20Operations%20-%20Six%20Months%20Ended%20June%2030%2C%202019%20vs%202018) Shows an 8.4% increase in consolidated revenue and a 23.3% growth in net income for H1 2019, driven by 11% organic growth H1 2019 vs H1 2018 Performance | Metric | H1 2019 (in millions) | H1 2018 (in millions) | % Change | | :--- | :--- | :--- | :--- | | Total revenues, net | $1,268.9 | $1,170.5 | 8.4% | | Operating income | $581.5 | $524.9 | 10.8% | | Net income | $433.8 | $351.8 | 23.3% | - **Organic revenue growth was approximately 11%** on a constant currency, fuel price, and acquisition basis[181](index=181&type=chunk) - The company recorded a **$15.7 million investment loss** related to an impairment charge on its telematics investment, which was subsequently sold[195](index=195&type=chunk) [Liquidity and Capital Resources](index=49&type=section&id=Liquidity%20and%20Capital%20Resources) Details primary liquidity sources from operations and credit facilities, with a cash balance of $1.49 billion as of June 30, 2019 - At June 30, 2019, cash and cash equivalents totaled **$1.49 billion**, of which $318.3 million was restricted[206](index=206&type=chunk) - The company had approximately **$478 million available** under its Credit Facility and no additional liquidity under its Securitization Facility as of June 30, 2019[208](index=208&type=chunk) - **Net cash from operating activities increased significantly to $550.0 million** for the first six months of 2019, compared to $275.1 million in the prior year period[210](index=210&type=chunk) [Management's Use of Non-GAAP Financial Measures](index=53&type=section&id=Management's%20Use%20of%20Non-GAAP%20Financial%20Measures) Explains and reconciles non-GAAP measures like adjusted net income, which was $256.7 million for Q2 2019 Reconciliation of Net Income to Adjusted Net Income (in thousands) | Description | Three Months Ended June 30, 2019 | Three Months Ended June 30, 2018 | Six Months Ended June 30, 2019 | Six Months Ended June 30, 2018 | | :--- | :--- | :--- | :--- | :--- | | Net income | $261,651 | $176,852 | $433,758 | $351,789 | | Total pre-tax adjustments | $78,403 | $79,664 | $160,122 | $156,441 | | Income tax impact | ($18,435) | ($18,720) | ($33,846) | ($36,927) | | Impact of investment sale on tax | ($64,880) | - | ($64,880) | - | | **Adjusted net income** | **$256,739** | **$237,796** | **$495,154** | **$471,302** | Adjusted Net Income Per Diluted Share | Period | Q2 2019 | Q2 2018 | H1 2019 | H1 2018 | | :--- | :--- | :--- | :--- | :--- | | Adjusted EPS | $2.85 | $2.57 | $5.52 | $5.07 | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=57&type=section&id=Item%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) Confirms no material changes to market risk from the disclosures in the 2018 Annual Report on Form 10-K - **No material changes to market risk** were reported as of June 30, 2019, compared to the disclosures in the 2018 Annual Report on Form 10-K[243](index=243&type=chunk) [Item 4. Controls and Procedures](index=57&type=section&id=Item%204.%20CONTROLS%20AND%20PROCEDURES) Confirms the effectiveness of disclosure controls and procedures as of June 30, 2019, with no material changes to internal controls - The CEO and CFO concluded that the company's **disclosure controls and procedures were effective** as of the end of the period covered by this report[244](index=244&type=chunk) - There were **no changes in internal control over financial reporting** during the quarter ended June 30, 2019, that have materially affected, or are reasonably likely to materially affect, internal controls[244](index=244&type=chunk) PART II—OTHER INFORMATION [Item 1. Legal Proceedings](index=58&type=section&id=Item%201.%20LEGAL%20PROCEEDINGS) Discloses ongoing legal matters, including a shareholder class action lawsuit for which class certification was granted in July 2019 - A shareholder class action lawsuit alleges the company made false or misleading statements between February 2016 and May 2017; on July 17, 2019, the **court granted the plaintiff's motion for class certification**[247](index=247&type=chunk) - Related shareholder derivative complaints are **currently stayed** pending rulings in the class action lawsuit[247](index=247&type=chunk) - A separate complaint from a customer (Schultz Transfer Systems, Inc) alleging overcharges was **compelled to arbitration** on July 8, 2019[247](index=247&type=chunk) [Item 1A. Risk Factors](index=58&type=section&id=Item%201A.%20RISK%20FACTORS) States no material changes to risk factors previously disclosed in the 2018 Annual Report on Form 10-K - There have been **no material changes** from the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2018[248](index=248&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=58&type=section&id=Item%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) Details the company's stock repurchase program, with $1.6 billion repurchased to date and $545 million remaining available - The Board of Directors approved a stock repurchase program authorizing up to **$2.1 billion**; as of January 23, 2019, approximately **$545 million remained available** for repurchase[251](index=251&type=chunk) - The **$220 million Accelerated Stock Repurchase (ASR)** agreement from December 2018 was completed on January 29, 2019, resulting in the receipt of an additional 117,751 shares[252](index=252&type=chunk) - Since the program's inception, a total of **9,054,512 shares have been repurchased** for an aggregate price of **$1.6 billion**[253](index=253&type=chunk) [Item 3. Defaults Upon Senior Securities](index=60&type=section&id=Item%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) Reports this item is not applicable for the period - Not applicable[254](index=254&type=chunk) [Item 4. Mine Safety Disclosures](index=60&type=section&id=Item%204.%20MINE%20SAFETY%20DISCLOSURES) Reports this item is not applicable for the period - Not applicable[255](index=255&type=chunk) [Item 5. Other Information](index=60&type=section&id=Item%205.%20OTHER%20INFORMATION) Reports this item is not applicable for the period - Not applicable[257](index=257&type=chunk) [Item 6. Exhibits](index=61&type=section&id=Item%206.%20EXHIBITS) Lists all exhibits filed with the report, including material contracts and required CEO/CFO certifications - A list of filed exhibits is provided, including corporate governance documents, material contracts, and certifications[259](index=259&type=chunk)[262](index=262&type=chunk)[267](index=267&type=chunk)[268](index=268&type=chunk) Signatures

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________________________________ FORM 10-Q __________________________________________________________ ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35 ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________________________________ FORM 10-K __________________________________________________________ ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | --- | --- | |------------------------------------------------------ ...