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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 March 31, 2021
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: 001-35004
 __________________________________________________________
FLEETCOR Technologies, Inc.
(Exact name of registrant as specified in its charter)
 __________________________________________________________
Delaware 72-1074903
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer
Identification No.)
3280 Peachtree RoadAtlantaGeorgia30305
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (770449-0479
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockFLTNYSE
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class Outstanding at April 16, 2021
Common Stock, $0.001 par value 83,349,560


Table of Contents

FLEETCOR TECHNOLOGIES, INC. AND SUBSIDIARIES
FORM 10-Q
For the Three Months Ended March 31, 2021
INDEX
 
  Page
PART I—FINANCIAL INFORMATION
Item 1.
Item 2.
Item 3.
Item 4.
PART II—OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.

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PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
FLEETCOR Technologies, Inc. and Subsidiaries
Consolidated Balance Sheets
(In Thousands, Except Share and Par Value Amounts)
March 31, 2021December 31, 2020
(Unaudited)
Assets
Current assets:
Cash and cash equivalents$958,322 $934,900 
Restricted cash473,200 541,719 
Accounts and other receivables (less allowance for credit losses of $87,902 at March 31, 2021 and $86,886 at December 31, 2020)
1,590,624 1,366,775 
Securitized accounts receivable—restricted for securitization investors915,000 700,000 
Prepaid expenses and other current assets348,227 412,924 
Total current assets4,285,373 3,956,318 
Property and equipment, net200,161 202,509 
Goodwill4,693,469 4,719,181 
Other intangibles, net2,050,919 2,115,882 
Investments11,857 7,480 
Other assets185,695 193,209 
Total assets$11,427,474 $11,194,579 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable$1,348,983 $1,054,478 
Accrued expenses278,663 282,681 
Customer deposits1,118,965 1,175,322 
Securitization facility915,000 700,000 
Current portion of notes payable and lines of credit449,165 505,697 
Other current liabilities203,202 250,133 
Total current liabilities4,313,978 3,968,311 
Notes payable and other obligations, less current portion3,081,955 3,126,926 
Deferred income taxes501,302 498,154 
Other noncurrent liabilities233,740 245,777 
Total noncurrent liabilities3,816,997 3,870,857 
Commitments and contingencies (Note 12)
Stockholders’ equity:
Common stock, $0.001 par value; 475,000,000 shares authorized; 126,759,124 shares issued and 83,336,476 shares outstanding at March 31, 2021; and 126,448,078 shares issued and 83,666,163 shares outstanding at December 31, 2020
127 126 
Additional paid-in capital2,794,991 2,749,900 
Retained earnings5,601,184 5,416,945 
Accumulated other comprehensive loss(1,481,019)(1,363,158)
Less treasury stock, 43,422,648 shares at March 31, 2021 and 42,781,915 shares at December 31, 2020
(3,618,784)(3,448,402)
Total stockholders’ equity3,296,499 3,355,411 
Total liabilities and stockholders’ equity$11,427,474 $11,194,579 
See accompanying notes to unaudited consolidated financial statements.

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FLEETCOR Technologies, Inc. and Subsidiaries
Unaudited Consolidated Statements of Income
(In Thousands, Except Per Share Amounts)
 
 Three Months Ended
March 31,
 20212020
Revenues, net$608,623 $661,093 
Expenses:
Processing116,428 233,703 
Selling52,082 55,859 
General and administrative108,362 106,110 
Depreciation and amortization65,729 64,476 
Other operating, net57 (38)
Operating income265,965 200,983 
Investment (gain) loss(9)2,371 
Other expense (income), net1,743 (9,366)
Interest expense, net28,551 35,679 
Total other expense 30,285 28,684 
Income before income taxes235,680 172,299 
Provision for income taxes51,441 25,239 
Net income$184,239 $147,060 
Basic earnings per share$2.21 $1.73 
Diluted earnings per share$2.15 $1.67 
Weighted average shares outstanding:
Basic shares83,475 84,902 
Diluted shares85,764 88,205 
See accompanying notes to unaudited consolidated financial statements.


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FLEETCOR Technologies, Inc. and Subsidiaries
Unaudited Consolidated Statements of Comprehensive Income (Loss)
(In Thousands)
 
 Three Months Ended
March 31,
 20212020
Net income$184,239 $147,060 
Other comprehensive loss:
Foreign currency translation losses, net of tax(129,157)(575,118)
Net change in derivative contracts, net of tax11,296 (44,541)
Total other comprehensive loss(117,861)(619,659)
Total comprehensive income (loss)$66,378 $(472,599)
See accompanying notes to unaudited consolidated financial statements.

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FLEETCOR Technologies, Inc. and Subsidiaries
Unaudited Consolidated Statements of Stockholders’ Equity
(In Thousands)
 
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Treasury
Stock
Total
Balance at December 31, 2020$126 $2,749,900 $5,416,945 $(1,363,158)$(3,448,402)$3,355,411 
Net income— — 184,239 — — 184,239 
Other comprehensive loss, net of tax— — — (117,861)— (117,861)
Acquisition of common stock— — — — (170,382)(170,382)
Share-based compensation — 17,747 — — — 17,747 
Issuance of common stock27,344 — — — 27,345 
Balance at March 31, 2021127 $2,794,991 $5,601,184 $(1,481,019)$(3,618,784)$3,296,499 
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Treasury
Stock
Total
Balance at December 31, 2019$124 $2,494,721 $4,712,729 $(972,465)$(2,523,493)$3,711,616 
Net income— — 147,060 — — 147,060 
Other comprehensive loss, net of tax— — — (619,659)— (619,659)
Acquisition of common stock— 75,000 — — (605,237)(530,237)
Share-based compensation— 14,175 — — — 14,175 
Issuance of common stock1 73,273 — — — 73,274 
Balance at March 31, 2020125 $2,657,169 $4,859,789 $(1,592,124)$(3,128,730)$2,796,229 

See accompanying notes to unaudited consolidated financial statements.

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FLEETCOR Technologies, Inc. and Subsidiaries
Unaudited Consolidated Statements of Cash Flows
(In Thousands)
 Three Months Ended
March 31,
 20212020
Operating activities
Net income$184,239 $147,060 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation17,624 15,788 
Stock-based compensation17,747 14,175 
Provision for losses on accounts and other receivables2,477 117,746 
Amortization of deferred financing costs and discounts1,471 1,354 
Amortization of intangible assets and premium on receivables48,105 48,688 
Deferred income taxes7,992 (7,322)
Investment (gain) loss(9)2,371 
Other57 (38)
Changes in operating assets and liabilities (net of acquisitions/dispositions):
Accounts and other receivables(468,593)156,052 
Prepaid expenses and other current assets59,269 (45,149)
Other assets4,609 (3,046)
Accounts payable, accrued expenses and customer deposits202,862 (27,646)
Net cash provided by operating activities77,850 420,033 
Investing activities
Acquisitions, net of cash acquired(43,727)(467)
Purchases of property and equipment(19,526)(18,257)
Proceeds from disposal of a business9  
Net cash used in investing activities(63,244)(18,724)
Financing activities
Proceeds from issuance of common stock27,345 73,274 
Repurchase of common stock(162,041)(530,237)
Borrowings (payments) on securitization facility, net215,000 (151,973)
Principal payments on notes payable(41,188)(51,722)
Borrowings from revolver330,000 573,500 
Payments on revolver(353,851)(204,460)
Payments on swing line of credit, net(33,311)(22,741)
Other1,467 (92)
Net cash used in financing activities(16,579)(314,451)
Effect of foreign currency exchange rates on cash(43,124)(209,859)
Net decrease in cash and cash equivalents and restricted cash(45,097)(123,001)
Cash and cash equivalents and restricted cash, beginning of period1,476,619 1,675,237 
Cash and cash equivalents and restricted cash, end of period$1,431,522 $1,552,236 
Supplemental cash flow information
Cash paid for interest$27,732 $40,394 
Cash paid for income taxes$32,041 $32,939 
See accompanying notes to unaudited consolidated financial statements.

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FLEETCOR Technologies, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
March 31, 2021
1. Summary of Significant Accounting Policies
Basis of Presentation
Throughout this Current Report on Form 10-Q, the terms “our,” “we,” “us,” and the “Company” refers to FLEETCOR Technologies, Inc. and its subsidiaries. The Company prepared the accompanying unaudited interim consolidated financial statements in accordance with Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States (“GAAP”). The unaudited interim consolidated financial statements reflect all adjustments considered necessary for fair presentation. These adjustments consist of normal recurring accruals and estimates that impact the carrying value of assets and liabilities. Actual results may differ from these estimates.
The unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
Use of estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. These financial statements were prepared using information reasonably available as of March 31, 2021 and through the date of this Report. The accounting estimates used in the preparation of the Company’s consolidated financial statements may change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. Actual results may differ from these estimates due to the uncertainty around the magnitude and duration of the COVID-19 pandemic, as well as other factors.
Foreign Currency Translation        
Assets and liabilities of foreign subsidiaries are translated into U.S. dollars at the rates of exchange in effect at period-end. The related translation adjustments are recorded to accumulated other comprehensive income. Income and expenses are translated at the average monthly rates of exchange in effect during the year. Gains and losses from foreign currency transactions of these subsidiaries are included in net income. The Company recognized foreign exchange (losses) gains, which are recorded within other (income) expense, net in the Unaudited Consolidated Statements of Income for the three months ended March 31 as follows (in millions):
Three Months Ended
March 31,
20212020
Foreign exchange (losses) gains(1.2)2.0 
The Company recorded foreign currency losses on long-term intra-entity transactions included as a component of foreign currency translation losses, net of tax, in the Unaudited Consolidated Statements of Comprehensive Income for the three months ended March 31 as follows (in millions):
Three Months Ended
March 31,
20212020
Foreign currency losses on long-term intra-entity transactions$(66.3)$(164.1)
Derivatives
The Company uses derivatives to minimize its exposures related to changes in interest rates and to facilitate cross-currency corporate payments by writing derivatives to customers.
The Company is exposed to the risk of changing interest rates because its borrowings are subject to variable interest rates. In order to mitigate this risk, the Company utilizes derivative instruments. Interest rate swap contracts designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments
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over the life of the agreements without exchange of the underlying notional amount. The Company hedges a portion of its variable rate debt utilizing derivatives designated as cash flow hedges.
Changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recorded to the derivative assets/liabilities and offset against accumulated other comprehensive income (loss), net of tax. Derivative fair value changes that are recorded in accumulated other comprehensive income (loss) are reclassified to earnings in the same period or periods that the hedged item affects earnings, to the extent the derivative is effective in offsetting the change in cash flows attributable to the hedged risk. The portions of the change in fair value that are either considered ineffective or are excluded from the measure of effectiveness are recognized immediately within earnings.
In the Company's cross-border payments business, the majority of revenue is from exchanges of currency at spot rates, which enables customers to make cross-currency payments. In addition, the Company writes foreign currency forward and option contracts for its customers to facilitate future payments. The duration of these derivative contracts at inception is generally less than one year. The Company aggregates its foreign exchange exposures arising from customer contracts, including forwards, options and spot exchanges of currency, as necessary, and economically hedges the net currency risks by entering into offsetting derivatives with established financial institution counterparties. The changes in fair value of these derivatives are recorded in revenues, net in the Unaudited Consolidated Statements of Income.
The Company recognizes current cross-border payments derivatives in prepaid expense and other current assets and other current liabilities and derivatives greater than one year in other assets and other noncurrent liabilities in the accompanying Consolidated Balance Sheets at their fair value. All cash flows associated with derivatives are included in cash flows from operating activities in the Unaudited Consolidated Statements of Cash Flows. Refer to Note 13.
Cash, Cash Equivalents, and Restricted Cash
Cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less. Restricted cash represents customer deposits repayable on demand, as well as collateral received from customers for cross-currency transactions in our cross-border payments business, which are restricted from use other than to repay customer deposits, as well as secure and settle cross-currency transactions.
Financial Instruments-Credit Losses
The Company accounts for financial assets' expected credit losses in accordance with ASC 326. The Company’s financial assets subject to credit losses are primarily trade receivables. The Company utilizes a combination of aging and loss-rate methods to develop an estimate of current expected credit losses, depending on the nature and risk profile of the underlying asset pool, based on product, size of customer and historical losses. Expected credit losses are estimated based upon an assessment of risk characteristics, historical payment experience, and the age of outstanding receivables, adjusted for forward-looking economic conditions. The allowances for remaining financial assets measured at amortized cost basis are evaluated based on underlying financial condition, credit history, and current and forecast economic conditions. The estimation process for expected credit losses includes consideration of qualitative and quantitative risk factors associated with the age of asset balances, expected timing of payment, contract terms and conditions, changes in specific customer risk profiles or mix of customers, geographic risk, economic trends and relevant environmental factors.
Revenue
The Company provides payment solutions to our business, merchant, consumer and payment network customers. Our payment solutions are primarily focused on specific commercial spend categories, including Corporate Payments, Fuel, Lodging, Tolls, as well as Gift (stored value cards and e-cards). The Company provides solutions that help businesses of all sizes control, simplify and secure payment of various domestic and cross-border payables using specialized payment solutions. The Company also provides other payment solutions for fleet maintenance, employee benefits and long haul transportation-related services. Revenues from contracts with customers, within the scope of ASC 606, represent approximately 75% of total consolidated revenues, net, for the three months ended March 31, 2021. The Company accounts for revenues comprised of late fees and finance charges, in jurisdictions where permitted under local regulations, primarily in the U.S. and Canada in accordance with ASC 310, "Receivables". Such fees are recognized net of a provision for estimated uncollectible amounts, at the time the fees and finance charges are assessed and services are provided. The Company also writes foreign currency forward and option contracts for its customers to facilitate future payments in foreign currencies, and recognizes revenue in accordance with authoritative fair value and derivatives accounting (ASC 815, "Derivatives").
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Disaggregation of Revenues
The Company provides its services to customers across different payment solutions and geographies. Revenue by solution (in millions) for the three months ended March 31 was as follows:
Revenues, net by Solution Category*Three Months Ended March 31,
2021%2020%
Fuel$262 43 %$292 44 %
Corporate Payments116 19 %120 18 %
Tolls 69 11 %83 13 %
Lodging59 10 %57 9 %
Gift43 7 %42 6 %
Other59 10 %67 10 %
Consolidated revenues, net$609 100 %$661 100 %
*Columns may not calculate due to rounding.
Revenue by geography (in millions) for the three months ended March 31 was as follows:
Revenues, net by Geography*Three Months Ended March 31,
2021%2020%
United States$370 61 %$398 60 %
Brazil82 13 %99 15 %
United Kingdom76 12 %74 11 %
Other81 13 %91 14 %
Consolidated revenues, net609 100 %661 100 %
*Columns may not calculate due to rounding.
Contract Liabilities
Deferred revenue contract liabilities for customers subject to ASC 606 were $66.7 million and $73.0 million as of March 31, 2021 and December 31, 2020, respectively. We expect to recognize approximately $41.7 million of these amounts in revenues within 12 months and the remaining $25.0 million over the next five years as of March 31, 2021. Revenue recognized in the three months ended March 31, 2021 that was included in the deferred revenue contract liability as of December 31, 2020 was approximately $18.1 million.
Spot Trade Offsetting
The Company uses spot trades to facilitate cross-currency corporate payments in its cross-border payments business. In accordance with ASC Subtopic 210-20, "Offsetting," the Company applies offsetting to spot trade assets and liabilities associated with contracts that include master netting agreements, as a right of setoff exists, which the Company believes to be enforceable. As such, the Company has netted spot trade liabilities against spot trade receivables at the counter-party level. The Company recognizes all spot trade assets, net in accounts receivable and all spot trade liabilities, net in accounts payable, each net at the customer level, in its Consolidated Balance Sheets at their fair value. The following table presents the Company’s spot trade assets and liabilities at their fair value at March 31, 2021 and December 31, 2020 (in millions):
March 31, 2021December 31, 2020
Gross Offset on the Balance SheetNet GrossOffset on the Balance SheetNet
Assets
Accounts Receivable$975.7 $(879.4)$96.3 $521.5 $(478.2)$43.3 
Liabilities
Accounts Payable$919.1 $(879.4)$39.7 $527.5 $(478.2)$49.3 

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Adoption of New Accounting Standards
Income Taxes
On December 18, 2019, the Financial Accounting Standards Board (FASB) issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which removes certain exceptions to the general principles of ASC 740 and simplifies other areas. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years, with early adoption permitted. The Company adopted this guidance on January 1, 2021, which did not have a material impact on the Company's results of operations, financial condition, or cash flows.

Pending Adoption of Recently Issued Accounting Standard
Reference Rate Reform
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) ("ASU 2020-04"), which provides optional expedients and exceptions to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this update apply only to contracts, hedging relationships, and other transactions that reference London Inter-bank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022 for which an entity has elected certain optional expedients and are retained through the end of the hedging relationship. The amendments in this update also include a general principle that permits an entity to consider contract modifications due to reference rate reform to be an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. If elected, the optional expedients for contract modifications must be applied consistently for all eligible contracts or eligible transactions within the relevant ASC Topic or Industry Subtopic that contains the guidance that otherwise would be required to be applied. The amendments in this update were effective upon issuance and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company is evaluating the effect of ASU 2020-04 on interest rate swap contracts. Cross currency derivatives are not impacted by this ASU.
2. Accounts and Other Receivables
The Company's accounts and securitized accounts receivable include the following at March 31, 2021 and December 31, 2020 (in thousands):
March 31, 2021December 31, 2020
Gross domestic accounts receivable$844,760 $719,675 
Gross domestic securitized accounts receivable915,000 700,000 
Gross foreign receivables833,766 733,986 
Total gross receivables2,593,526 2,153,661 
Less allowance for credit losses(87,902)(86,886)
Net accounts and securitized accounts receivable$2,505,624 $2,066,775 
The Company maintains a $1 billion revolving trade accounts receivable securitization facility (the "Securitization Facility"). Accounts receivable collateralized within our Securitization Facility primarily relate to trade receivables resulting from charge card activity in the U.S. Pursuant to the terms of the Securitization Facility, the Company transfers certain of its domestic receivables, on a revolving basis, to FLEETCOR Funding LLC (Funding), a wholly-owned bankruptcy remote subsidiary. In turn, Funding transfers, without recourse, on a revolving basis, an undivided ownership interest in this pool of accounts receivable to multi-seller banks and asset-backed commercial paper conduits (Conduit). Funding maintains a subordinated interest, in the form of over-collateralization, in a portion of the receivables sold. Purchases by the Conduit are financed with the sale of highly-rated commercial paper.
The Company utilizes proceeds from the transferred assets as an alternative to other forms of financing to reduce its overall borrowing costs. The Company has agreed to continue servicing the sold receivables for the financial institution at market rates, which approximates the Company’s cost of servicing. The Company retains a residual interest in the transferred asset as a form of credit enhancement. The residual interest’s fair value approximates carrying value due to its short-term nature. Funding determines the level of funding achieved by the sale of trade accounts receivable, subject to a maximum amount.
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The Company’s Consolidated Balance Sheets and Statements of Income reflect the activity related to securitized accounts receivable and the corresponding securitized debt, including interest income, fees generated from late payments, provision for losses on accounts receivable and interest expense. The cash flows from borrowings and repayments associated with the securitized debt are presented as cash flows from financing activities. On March 29, 2021 the Company entered into the eighth amendment to the Securitization Facility. The amendment included a new three year maturity date, reduced the LIBOR floor to 0 bps, improved margins, and increased the swing line from $100 million to $250 million. The maturity date for the Company's Securitization Facility is March 29, 2024.
The Company recorded a $90.1 million provision for credit losses and write-off related to a customer receivable in our foreign currency trading business during the three months ended March 31, 2020. The Company's estimated expected credit losses as of March 31, 2021 included estimated adjustments for economic conditions related to COVID-19. A rollforward of the Company’s allowance for credit losses related to accounts receivable for the three months ended March 31 is as follows (in thousands):
20212020
Allowance for credit losses beginning of period$86,886 $70,890 
Provision for credit losses2,477 117,746 
Write-offs(5,963)(108,444)
Recoveries1
8,264 2,222 
Impact of foreign currency1
(3,762)(7,586)
Allowance for credit losses end of period$87,902 $74,828 
1Comparable disclosure provided to conform with 2021 presentation. Activity previously included within write-offs.
3. Fair Value Measurements
Fair value is a market-based measurement that reflects assumptions that market participants would use in pricing an asset or liability. GAAP discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). These valuation techniques are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
As the basis for evaluating such inputs, a three-tier value hierarchy prioritizes the inputs used in measuring fair value as follows:
 
Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets.
Level 2: Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.
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The following table presents the Company’s financial assets and liabilities which are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020, (in thousands):
Fair ValueLevel 1Level 2Level 3
March 31, 2021
Assets:
Repurchase agreements$365,808 $ $365,808 $ 
Money market43,991  43,991  
Certificates of deposit182  182  
       Foreign exchange contracts 115,184  115,184  
Total assets$525,165 $ $525,165 $ 
Cash collateral for foreign exchange contracts$16,368 $ $ $ 
Liabilities:
Interest rate swaps $73,004 $ $73,004  
       Foreign exchange contracts 92,863  92,863  
Total liabilities$165,867 $ $165,867 $ 
Cash collateral obligation for foreign exchange contracts$ $ $ $ 
 
December 31, 2020
Assets:
Repurchase agreements$446,116 $ $446,116 $ 
Money market48,227  48,227  
Certificates of deposit188  188  
Foreign exchange contracts 155,846  155,846  
Total assets$650,377 $ $650,377 $ 
Cash collateral for foreign exchange contracts$18,229 $ $ $ 
Liabilities:
Interest rate swaps$87,873 $ $87,873 $ 
 Foreign exchange contracts 140,272  140,272  
Total liabilities$228,145 $ $228,145 $ 
Cash collateral obligation for foreign exchange contracts$38,569 $ $ $ 

The Company has highly-liquid investments classified as cash equivalents, with original maturities of 90 days or less, included in our Consolidated Balance Sheets. The Company utilizes Level 2 fair value determinations derived from directly or indirectly observable (market based) information to determine the fair value of these highly liquid investments. The Company has certain cash and cash equivalents that are invested on an overnight basis in repurchase agreements, money markets and certificates of deposit. The value of overnight repurchase agreements is determined based upon the quoted market prices for the treasury securities associated with the repurchase agreements. The value of money market instruments is determined based upon the financial institutions' month-end statement, as these instruments are not tradable and must be settled directly by us with the respective financial institution. Certificates of deposit are valued at cost, plus interest accrued. Given the short-term nature of these instruments, the carrying value approximates fair value. Foreign exchange derivative contracts are carried at fair value, with changes in fair value recognized in the Consolidated Statements of Income. The fair value of the Company's derivatives is derived with reference to a valuation from a derivatives dealer operating in an active market, which approximates the fair value of these instruments. The fair value represents the net settlement if the contracts were terminated as of the reporting date. Cash collateral received for foreign exchange derivatives is recorded within customer deposits in our Unaudited Consolidated Balance Sheet at March 31, 2021. Cash collateral deposited for foreign exchange derivatives is recorded within restricted cash in our Unaudited Consolidated Balance Sheet at March 31, 2021.
The level within the fair value hierarchy and the measurement technique are reviewed quarterly. Transfers between levels are deemed to have occurred at the end of the quarter. There were no transfers between fair value levels during the periods presented for March 31, 2021 and December 31, 2020.
The Company’s assets that are measured at fair value on a nonrecurring basis or are evaluated with periodic testing for impairment include property, plant and equipment, investments, goodwill and other intangible assets. Estimates of the fair value of assets acquired and liabilities assumed in business combinations are generally developed using key inputs such as
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management’s projections of cash flows on a held-and-used basis (if applicable), discounted as appropriate, management’s projections of cash flows upon disposition and discount rates. Accordingly, these fair value measurements are in Level 3 of the fair value hierarchy.
For derivatives accounted for as hedging instruments, the Company formally designates and documents, at inception, the financial instrument as a hedge of a specific underlying exposure, the risk management objective and the strategy for undertaking the hedge transaction. The Company formally assesses, both at the inception and at least quarterly thereafter, whether the financial instruments used in hedging transactions are effective at offsetting changes in cash flows of the related underlying exposures. Any ineffective portion of a financial instrument's change in fair value is immediately recognized into earnings. The Company determines the fair values of its derivatives based on quoted market prices or pricing models using current market rates. 
The Company determines the fair values of its derivatives based on quoted market prices or pricing models using current market rates. The amounts exchanged are calculated by reference to the notional amounts and by other terms of the derivatives, such as interest rates, foreign currency exchange rates, commodity rates or other financial indices. The Company's derivatives are over-the-counter instruments with liquid markets.
The Company regularly evaluates the carrying value of its investments. The carrying amount of investments without readily determinable fair values is $11.9 million at March 31, 2021.
The fair value of the Company’s accounts receivable, securitized accounts receivable and related facility, prepaid expenses and other current assets, accounts payable, accrued expenses, customer deposits and short-term borrowings approximate their respective carrying values due to the short-term maturities of the instruments. The carrying value of the Company’s debt obligations approximates fair value as the interest rates on the debt are variable market based interest rates that reset on a quarterly basis. These are each Level 2 fair value measurements.
4. Stockholders' Equity

The Company's Board of Directors (the "Board") has approved a stock repurchase program (as updated from time to time, the "Program") authorizing the Company to repurchase its common stock from time to time until February 1, 2023. On October 22, 2020, the Board increased the aggregate size of the Program by $1 billion, to $4.1 billion. Since the beginning of the Program, 15,257,675 shares have been repurchased for an aggregate purchase price of $3.3 billion, leaving the Company up to $836.3 million available under the Program for future repurchases in shares of its common stock.
Any stock repurchases may be made at times and in such amounts as deemed appropriate. The timing and amount of stock repurchases, if any, will depend on a variety of factors including the stock price, market conditions, corporate and regulatory requirements, and any additional constraints related to material inside information the Company may possess. Any repurchases have been and are expected to be funded by a combination of available cash flow from the business, working capital and debt.
5. Stock-Based Compensation
The Company has a Stock Incentive Plan (the "Plan") which permits the Company’s Board of Directors to grant share based payment awards to employees and directors.
The table below summarizes the expense related to share-based payments recognized in the three months ended March 31 (in thousands):

 
 Three Months Ended
March 31,
 20212020
Stock options$4,590 $7,020 
Restricted stock13,157 7,155 
Stock-based compensation$17,747 $14,175 
The tax benefits recorded on stock based compensation were $14.1 million and $17.1 million for the three months ended March 31, 2021 and 2020, respectively.
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The following table summarizes the Company’s total unrecognized compensation cost related to stock-based compensation as of March 31, 2021 (cost in thousands):
Unrecognized
Compensation
Cost
Weighted Average
Period of Expense
Recognition
(in Years)
Stock options$41,503 2.53
Restricted stock64,380 2.34
Total$105,883 

Stock Options
Stock options are granted with an exercise price estimated to be equal to the fair market value on the date of grant as authorized by the Company’s Board of Directors. Options granted have vesting provisions ranging from one to five years and vesting of the options is generally based on the passage of time or performance. Stock option grants are subject to forfeiture if employment terminates prior to vesting.

The following summarizes the changes in the number of shares of common stock under option for the three months ended March 31, 2021 (shares/options and aggregate intrinsic value in thousands):
SharesWeighted
Average
Exercise
Price
Options
Exercisable
at End of
Period
Weighted
Average
Exercise
Price of
Exercisable
Options
Weighted
Average Fair
Value of
Options
Granted 
During the Period
Aggregate
Intrinsic
Value
Outstanding at December 31, 20204,964 $146.69 3,994 $130.37 $626,107 
Granted164 264.85 $73.15 
Exercised(283)94.72 49,124 
Forfeited  
Outstanding at March 31, 20214,845 $153.72 3,801 $134.85 $556,757 
Expected to vest as of March 31, 20211,044 $222.43 
The aggregate intrinsic value of stock options exercisable at March 31, 2021 was $508.5 million. The weighted average remaining contractual term of options exercisable at March 31, 2021 was 4.7 years.
The fair value of stock option awards granted was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions for grants or modifications during the three months ended March 31, 2021 and 2020:
 March 31,
 20212020
Risk-free interest rate0.35 %0.41 %
Dividend yield  
Expected volatility34.66 %30.29 %
Expected life (in years)4.03.8
Restricted Stock
Awards of restricted stock and restricted stock units are independent of stock option grants and are subject to forfeiture if employment terminates prior to vesting. The vesting of shares granted is generally based on the passage of time, performance or market conditions, or a combination of these. Shares vesting based on the passage of time have vesting provisions of one to four years.
The following table summarizes the changes in the number of shares of restricted stock and restricted stock units for the three months ended March 31, 2021 (shares in thousands):
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SharesWeighted
Average
Grant Date
Fair Value
Outstanding at December 31, 2020174 $265.29 
Granted200 272.68 
Vested(29)267.88 
Canceled or forfeited(23)288.54 
Outstanding at March 31, 2021322 $268.02 

6. Acquisitions
2021 Acquisitions
On January 13, 2021, the Company completed the acquisition of Roger, rebranded CorpayOne, a global accounts payable (AP) cloud software platform for small businesses, for $38.6 million. The Company financed the acquisition using a combination of available cash and borrowings under its existing credit facility. The results from the acquisition are reported in the North America segment. In connection with this acquisition, the Company signed noncompete agreements with certain parties affiliated with the business with an estimated fair value of $770 thousand. These noncompete agreements were accounted for separately from the business acquisition. Acquisition accounting for Roger is preliminary as the Company is still completing the valuation for goodwill, intangible assets, income taxes, working capital, and evaluation of acquired contingencies.
The following table summarizes the preliminary acquisition accounting for Roger (in thousands):
Accounts and other receivables$110 
Prepaid expenses and other current assets37 
Other assets 28 
Goodwill34,188 
Other intangibles6,900 
Current liabilities (925)
Deferred income taxes (1,691)
Aggregate purchase price$38,647 
The estimated fair value of intangible assets acquired and the related estimated useful lives consisted of the following (in thousands):
Useful Lives (in Years)Value
Proprietary Technology10$5,600 
Customer Relationships91,300 
$6,900 
2020 Acquisitions
On August 10, 2020, the Company completed the acquisition of a business in the lodging space in the U.S. The results from the acquisition are reported in the North America segment. On November 30, 2020, the Company completed the acquisition of a fuel card provider in New Zealand. The results from the acquisition are reported in the International segment. The aggregate purchase price of these acquisitions was approximately $77.9 million, net of cash acquired. The Company financed these acquisitions using a combination of available cash and borrowings under its existing credit facility. The Company signed noncompete agreements with certain parties affiliated with the lodging business with an estimated fair value of $3.8 million. These noncompete agreements were accounted for separately from the business acquisitions.
The following table summarizes the preliminary acquisition accounting (in thousands):
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Accounts and other receivables$5,487 
Prepaid expenses and other current assets930 
Property and equipment3,178 
Other assets 1,049 
Goodwill27,059 
Other intangibles42,144 
Current liabilities (1,147)
Deferred income taxes (782)
Aggregate purchase price$77,918 
The estimated fair value of intangible assets acquired and the related estimated useful lives consisted of the following (in thousands):
Useful Lives (in Years)Value
Trade Name and Trademarks 5$2,161 
Licensed Software and Technology104,400 
Proprietary Technology58,400 
Supplier Network 10783 
Customer Relationships 1626,400 
$42,144 
The accounting for these acquisitions is preliminary as the Company is still completing the valuation of certain goodwill, intangible assets, income taxes and working capital adjustments.

Other

On September 17, 2020, the Company signed a definitive agreement to acquire Associated Foreign Exchange (AFEX), a U.S. based, cross-border payment solutions provider, for approximately $450 million. The transaction is expected to close late in the second quarter of 2021, subject to regulatory approval and closing conditions.
7. Goodwill and Other Intangibles
A summary of changes in the Company’s goodwill by reportable business segment is as follows (in thousands):
 
December 31, 2020AcquisitionsAcquisition Accounting
Adjustments
Foreign
Currency
March 31, 2021
Segment
North America$3,400,772 $34,188 $(581)$1,975 $3,436,354 
Brazil585,861   (53,900)531,961 
International732,548  (1,294)(6,100)725,154 
$4,719,181 $34,188 $(1,875)$(58,025)$4,693,469 

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As of March 31, 2021 and December 31, 2020, other intangibles consisted of the following (in thousands):
  March 31, 2021December 31, 2020
 Weighted-
Avg
Useful
Lives
(Years)
Gross
Carrying
Amounts
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amounts
Accumulated
Amortization
Net
Carrying
Amount
Customer and vendor relationships16.8$2,564,502 $(1,034,876)$1,529,626 $2,671,104 $(1,105,702)$1,565,402 
Trade names and trademarks—indefinite livedN/A445,888 — 445,888 475,376 — 475,376 
Trade names and trademarks—other11.46,757 (3,239)3,518 7,041 (3,431)3,610 
Software6.0241,835 (184,480)57,355 248,686 (194,187)54,499 
Non-compete agreements4.255,307 (40,775)14,532 65,804 (48,809)16,995 
Total other intangibles$