FleetCor Reports Fourth Quarter 2014 Financial Results

February 5, 2015

Fourth Quarter Adjusted Net Income Per Share Grows 29% Year-Over-Year

NORCROSS, Ga.--(BUSINESS WIRE)--Feb. 5, 2015-- FleetCor Technologies, Inc. (NYSE:FLT), a leading global provider of fuel cards and workforce payment products to businesses, today reported financial results for its fourth quarter ended December 31, 2014.

“Our fourth quarter results were very strong and helped complete a terrific 2014,” said Ron Clarke, chairman and chief executive officer, FleetCor Technologies, Inc. “For full year 2014, total revenue grew 34%, organic revenue grew approximately 13%, and adjusted net income grew 31%. We had a number of new oil partner wins, we entered Germany, we added some new executive talent, and we completed the Comdata deal, so a very good 2014.”

Financial Results for Fourth Quarter 2014:

GAAP Results

Total revenues increased 47% to $376.7 million compared to $255.5 million in the fourth quarter of 2013. Comdata, which was acquired on November 14, 2014, contributed approximately 27 percentage points of the revenue growth in the quarter, or $70 million to the fourth quarter of 2014.
The Company reported GAAP net income¹ of $109.5 million or $1.21 per diluted share in the fourth quarter of 2014 compared to GAAP net income of $68.1 million or $0.80 per diluted share in the fourth quarter of 2013. Included in GAAP net income in the fourth quarter of 2014 was an estimated loss of approximately $19 million related to the Comdata acquisition (including all deal related expenses), and approximately $29 million gain in unusual items reflecting adjustments to purchase accounting entries for contingent consideration and tax indemnifications for the company’s 2013 acquisitions of DB and VB in Brazil.

Non-GAAP Results

Adjusted revenues¹ (revenues, net less merchant commissions) increased 44% to $343.4 million compared to $237.7 million in the fourth quarter of 2013. Comdata contributed approximately 29 percentage points of revenue growth, or $70 million to the fourth quarter of 2014 results.
Adjusted net income¹ increased 37% to $125.8 million compared to $92.1 million in the fourth quarter of 2013;
Adjusted net income per diluted share¹ increased 29% to $1.39 compared to $1.08 in the fourth quarter of 2013. Included in adjusted net income per diluted share for the fourth quarter of 2014 was an estimated loss of approximately $0.06 per diluted share related to the Comdata acquisition (including all deal related expenses).

Fiscal Year 2015 Outlook:

“For 2015 we have a number of macro-economic headwinds affecting our business, primarily foreign exchange rates, market fuel spreads, and fuel prices,” said Eric Dey, chief financial officer FleetCor Technologies, Inc. “In aggregate, we are estimating that these three macro-economic factors create approximately $160 million revenue headwind and approximately $1.00 adjusted net income per diluted share headwind versus the 2014 averages. Despite these headwinds we like our fundamentals, and expect year-over-year adjusted net income per diluted share growth of 17% at the midpoint of our guidance range. Also, in constant currency our adjusted net income per diluted share guidance would have been approximately $6.40 at the midpoint of the range and with normalized spreads and fuel prices at the 2014 average our guidance would have been approximately $7.00 in adjusted net income per diluted share.”

For fiscal year 2015 FleetCor Technologies, Inc. is expecting the following:

Total revenues between $1,600 million and $1,650 million
Adjusted net income between $560 million and $580 million
Adjusted net income per diluted share between $5.95 and $6.15

The Company's fiscal-year guidance assumptions for 2015 are as follows:

Weighted fuel prices equal to $2.58 per gallon average for 2015 in the U.S. compared to $3.56 per gallon average in the U.S. in 2014, down approximately 30%
Market spreads slightly better than prior year in the first quarter of 2015, neutral in the second quarter, and worse in the third and fourth quarters compared to 2014
Foreign exchange rates equal to the seven day average ended January 13, 2015
SVS business for the entire first quarter of 2015
Continued weakness in the Company’s Russian business
Full year tax rate of 32.1%
Fully diluted shares outstanding of 94.3 million shares
No impact related to acquisitions or material new partnership agreements not already disclosed

¹		Reconciliations of GAAP results to non GAAP results are provided in Exhibit 1 attached. Additional supplemental data is provided in Exhibit 2 and segment information is provided in Exhibit 3.

Conference Call

The Company will host a conference call to discuss fourth quarter 2014 financial results today at 5:00pm ET. Hosting the call will be Ron Clarke, chief executive officer, and Eric Dey, chief financial officer. The conference call can be accessed live over the phone by dialing (877) 407-0784, or for international callers (201) 689-8560. A replay will be available one hour after the call and can be accessed by dialing (877) 870-5176 or (858) 384-5517 for international callers; the conference ID is 13599700. The replay will be available until February 12, 2015. The call will be webcast live from the Company's investor relations website at investor.fleetcor.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about FleetCor's beliefs, expectations and future performance, are forward-looking statements. Forward-looking statements can be identified by the use of words such as "anticipate," "intend," "believe," "estimate," "plan," "seek," "project," "expect," "may," "will," "would," "could" or "should," the negative of these terms or other comparable terminology. Examples of forward-looking statements in this press release include statements relating to revenue and earnings guidance and assumptions underlying financial guidance. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those contained in any forward-looking statement, such as delays or failures associated with implementation; 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 offerings; failure to maintain or renew sources of financing; failure to complete, or delays in completing, anticipated new partnership arrangements or acquisitions and the failure to successfully integrate or otherwise achieve anticipated benefits from such partnerships or acquired businesses; failure to successfully expand business internationally; the impact of foreign exchange rates on operations, revenue and income; the effects of general economic conditions on fueling patterns and the commercial activity of fleets, as well as the other risks and uncertainties identified under the caption "Risk Factors" in FleetCor's Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Securities and Exchange Commission on March 3, 2014. FleetCor believes these forward-looking statements are reasonable; however, forward-looking statements are not a guarantee of performance, and undue reliance should not be placed on such statements. The forward-looking statements included in this press release are made only as of the date hereof, and FleetCor does not undertake, and specifically disclaims, any obligation to update any such statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments.

About Non-GAAP Financial Measures

Adjusted revenue is calculated as revenues, net less merchant commissions. Adjusted net income is calculated as net income, adjusted to eliminate (a) non-cash stock-based compensation expense related to share-based compensation awards, (b) amortization of deferred financing costs and intangible assets, (c) amortization of the premium recognized on the purchase of receivables, (d) loss on the early extinguishment of debt, (e) our proportionate share of amortization of intangible assets at our equity method investment, and (f) other non-cash adjustments. Adjusted EBITDA is calculated as net income as reflected in our income statement, adjusted to eliminate (a) interest expense, (b) tax expense, (c) depreciation of long-lived assets, (d) amortization of intangible assets, (e) other (income) expense, net, (f) gains and losses at equity method investment, and (g) loss on early extinguishment of debt. The Company uses adjusted revenues as a basis to evaluate the company’s revenues, net of the commissions that are paid to merchants to participate in our card programs. The commissions paid to merchants can vary when market spreads fluctuate in much the same way as revenues are impacted when market spreads fluctuate. The Company believes this is a more effective way to evaluate the company’s revenue performance. The Company uses adjusted EBITDA as a basis to evaluate our operating performance net of the impact of certain items during the period. We believe that adjusted EBITDA may be useful to investors for understanding our operating performance on a consistent basis. We prepare adjusted net income to eliminate the effect of items that we do not consider indicative of our core operating performance. Adjusted revenues and adjusted net income are supplemental measures of operating performance that do not represent and should not be considered as an alternative to revenues, net, net income or cash flow from operations, as determined by U.S. generally accepted accounting principles, or U.S. GAAP, and our calculation thereof may not be comparable to that reported by other companies. 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 our adjusted net income. We also exclude loss on the early extinguishment of debt from adjusted net income, as this expense is non-cash and is one-time in nature and does not reflect the ongoing operations of the business.

Management uses adjusted revenues, adjusted net income, and adjusted EBITDA:

as measurements of operating performance because they assist us in comparing our operating performance on a consistent basis;
for planning purposes, including the preparation of our internal annual operating budget;
to allocate resources to enhance the financial performance of our business; and
to evaluate the performance and effectiveness of our operational strategies.

We believe adjusted revenues, adjusted net income and adjusted EBITDA are key measures 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.

About FleetCor

FleetCor is a leading global provider of fuel cards and workforce payment products to businesses. FleetCor’s payment programs enable businesses to better control employee spending and provide card-accepting merchants with a commercial customer base that can increase their sales and customer loyalty. FleetCor serves commercial accounts in North America, Latin America, Europe, Australia and New Zealand. For more information, please visit www.fleetcor.com.


FleetCor Technologies, Inc. and subsidiaries
Unaudited Consolidated Statements of Income
(In thousands, except per share amounts)

		Three Months Ended December 31,				Year Ended December 31,
		2014		2013		2014		2013
		(Unaudited)		(Unaudited)		(Unaudited)

Revenues, net		$	376,697	$	255,501	$	1,199,390	$	895,171

Expenses:
	Merchant commissions		33,290		17,783		96,254		68,143
	Processing		56,185		38,604		173,337		134,030
	Selling		22,642		18,397		75,527		57,346
	General and administrative		83,659		50,509		205,963		142,283
	Depreciation and amortization		37,800		24,158		112,361		72,737
	Other operating, net		(29,501)		-		(29,501)		-
Operating income			172,622		106,050		565,449		420,632
	Other (income) expense, net		(1,570)		472		(700)		602
	Equity method investment loss		4,897		-		8,586		-
	Interest expense, net		13,228		5,501		28,856		16,461
	Loss on early extinguishment of debt		15,764		-		15,764		-
Total other expense			32,319		5,973		52,506		17,063
Income before income taxes			140,303		100,077		512,943		403,569
Provision for income taxes			30,763		31,957		144,236		119,068
Net income		$	109,540	$	68,120	$	368,707	$	284,501

Basic earnings per share		$	1.25	$	0.83	$	4.37	$	3.48
Diluted earnings per share		$	1.21	$	0.80	$	4.24	$	3.36

Weighted average shares outstanding:
Basic shares			87,877		82,388		84,317		81,793
Diluted shares			90,240		85,277		86,982		84,655


FleetCor Technologies, Inc. and subsidiaries
Consolidated Balance Sheets
(In thousands, except share and par value amounts)

		December 31, 2014		December 31, 2013
		(Unaudited)
Assets

Current assets:
	Cash and cash equivalents	$	477,069	$	338,105
	Restricted cash		135,144		48,244
	Accounts receivable (less allowance for doubtful accounts of $23,842 and $22,416, respectively)		664,076		573,351
	Securitized accounts receivable - restricted for securitization investors		675,000		349,000
	Prepaid expenses and other current assets		74,889		40,062
	Deferred income taxes		101,451		4,750

Total current assets			2,127,629		1,353,512

Property and equipment			135,062		111,100
Less accumulated depreciation and amortization			(61,499)		(57,144)

Net property and equipment			73,563		53,956

Goodwill			3,797,445		1,552,725
Other intangibles, net			2,451,784		871,263
Equity method investment			141,933		-
Other assets			72,431		100,779

Total assets		$	8,664,785	$	3,932,235

Liabilities and Stockholders’ Equity

Current liabilities:
	Accounts payable	$	722,714	$	467,202
	Accrued expenses		178,375		114,870
	Customer deposits		476,498		182,541
	Securitization facility		675,000		349,000
	Current portion of notes payable and other obligations		749,764		662,439
	Other current liabilities		84,546		132,846

Total current liabilities			2,886,897		1,908,898

Notes payable and other obligations, less current portion			2,168,953		474,939
Deferred income taxes			815,169		249,504
Other noncurrent liabilities			40,629		55,001

Total noncurrent liabilities			3,024,751		779,444

Commitments and contingencies

Stockholders’ equity:
	Common stock, $0.001 par value; 475,000,000 shares authorized, 119,771,155 shares issued
	and 91,662,043 shares outstanding at December 31, 2014; and 475,000,000 shares
	authorized, 118,206,262 shares issued and 82,471,770 shares outstanding
	at December 31, 2013		120		117
	Additional paid-in capital		1,852,442		631,667
	Retained earnings		1,403,905		1,035,198
	Accumulated other comprehensive loss		(156,933)		(47,426)
	Less treasury stock,28,109,112 shares at December 31, 2014 and 35,734,492
	shares at December 31, 2013		(346,397)		(375,663)

Total stockholders’ equity			2,753,137		1,243,893

Total liabilities and stockholders’ equity		$	8,664,785	$	3,932,235


FleetCor Technologies, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In Thousands)
	Year Ended December 31,
		2014			2013
	(Unaudited)
Operating activities
Net income	$	368,707		$	284,501
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation		21,097			16,885
Stock-based compensation		37,649			26,676
Provision for losses on accounts receivable		24,412			18,867
Amortization of deferred financing costs		2,796			3,276
Loss on extinguishment of debt		15,764			-
Amortization of intangible assets		86,149			49,313
Amortization of premium on receivables		3,259			3,263
Deferred income taxes		(809)			(5,453)
Equity method investment loss		8,586			-
Fair value adjustment for contingent consideration arrangements		(27,501)			-
Changes in operating assets and liabilities (net of acquisitions):
Restricted cash		6,625			5,430
Accounts receivable		256,185			(45,005)
Prepaid expenses and other current assets		(1,141)			(74)
Other assets		16,416			38,906
Excess tax benefits related to stock-based compensation		(56,790)			(32,535)
Accounts payable, accrued expenses and customer deposits		(153,070)			11,635
Net cash provided by operating activities		608,334			375,685


Investing activities
Acquisitions and investments, net of cash acquired		(2,567,017)	¹		(728,343)
Purchases of property and equipment		(27,070)			(20,785)
Net cash used in investing activities		(2,594,087)			(749,128)


Financing activities
Excess tax benefits related to stock-based compensation		56,790			32,535
Proceeds from issuance of common stock		29,641			30,438
Borrowings on securitization facility, net		326,000			51,000
Deferred financing costs paid and debt discounts		(43,943)			(1,970)
Principal payments on notes payable		(546,875)			(28,125)
Proceeds from notes payable		2,320,000			-
Borrowings on revolver-A Facility		807,330			783,663
Payments on revolver-A Facility		(783,600)			(261,516)
Borrowings on foreign revolver-B Facility		-			16,715
Payments on foreign revolver-B Facility		(7,337)			(8,552)
Payments on acquired debt		–			(164,083)
Borrowings from swing line of credit, net		4,990			–
Other		(731)			(14,380)
Net cash provided by financing activities		2,162,265			435,725

Effect of foreign currency exchange rates on cash		(37,548)			(7,826)

Net increase in cash and cash equivalents		138,964			54,456
Cash and cash equivalents, beginning of year		338,105			283,649
Cash and cash equivalents, end of year	$	477,069		$	338,105

Supplemental cash flow information
Cash paid for interest	$	29,098		$	25,886

Cash paid for income taxes	$	79,124		$	99,308

¹Amounts reported in acquisitions and investments, net of cash acquired, includes debt assumed and immediately repaid in acquisitions.


Exhibit 1
RECONCILIATION OF NON-GAAP MEASURES
(In thousands, except shares and per share amounts)
(Unaudited)

The following table reconciles revenues, net to adjusted revenues:

	Three Months Ended December 31,				Year Ended December 31,
	2014		2013		2014		2013

Revenues, net	$	376,697	$	255,501	$	1,199,390	$	895,171
Merchant commissions		33,290		17,783		96,254		68,143
Total adjusted revenues	$	343,407	$	237,718	$	1,103,136	$	827,028


The following table reconciles net income to Adjusted EBITDA:

	Three Months Ended December 31,				Year Ended December 31,
	2014		2013		2014		2013

Net income	$	109,540	$	68,120	$	368,707	$	284,501
Provision for income taxes		30,763		31,957		144,236		119,068
Interest expense, net		13,228		5,501		28,856		16,461
Depreciation and amortization		37,800		24,158		112,361		72,737
Other expense, net		(1,570)		472		(700)		602
Equity method investment loss		4,897		-		8,586		-
Loss on extinguishment of debt		15,764		-		15,764		-
Adjusted EBITDA	$	210,422	$	130,208	$	677,810	$	493,369


The following table reconciles net income to adjusted net income and adjusted net income per diluted share:

	Three Months Ended December 31,				Year Ended December 31,
	2014		2013		2014		2013
Net income	$	109,540	$	68,120	$	368,707	$	284,501

Stock based compensation		11,357		14,235		37,649		26,676
Amortization of intangible assets		30,412		17,778		86,149		49,313
Amortization of premium on receivables		814		815		3,259		3,263
Amortization of deferred financing costs		1,197		842		2,796		3,276
Amortization of intangibles at equity method investment		2,824		-		7,982		-
Loss on extinguishment of debt		15,764		-		15,764		-
Other non-cash adjustments		(28,869)		-		(28,869)		-

Total pre-tax adjustments		33,499		33,670		124,730		82,528

Income tax impact of pre-tax adjustments at the effective tax rate¹		(17,217)		(9,712)		(45,767)		(24,349)

Adjusted net income	$	125,822	$	92,078	$	447,670	$	342,680
Adjusted net income per diluted share	$	1.39	$	1.08	$	5.15	$	4.05

Diluted shares		90,240		85,277		86,982		84,655

¹The effective tax rate used to calculate the income tax impact of pre-tax adjustments excludes the impact of a $9.5 million discrete tax benefit, as well as other non-cash adjustments and their related income tax expense.

Exhibit 2
Transaction Volume, Revenues and Adjusted Revenue, Per Transaction and by Segment
(In thousands except revenues, net per transaction and adjusted revenues per transaction)
(Unaudited)

		Three Months Ended December 31,				Year Ended December 31,
		2014	2013	Change	% Change	2014	2013	Change	% Change

	NORTH AMERICA
	- Transactions²	330,471	42,262	288,209	682.0%	458,865	164,953	293,912	178.2%
	- Revenues, net per transaction	$ 0.75	$ 2.97	$ (2.22)	-74.8%	$ 1.46	$ 2.79	$ (1.34)	-47.9%
	- Revenues, net	$ 246,749	$ 125,359	$ 121,390	96.8%	$ 668,328	$ 460,705	$ 207,623	45.1%

	INTERNATIONAL
	- Transactions	48,623	47,817	806	1.7%	192,489	162,563	29,926	18.4%
	- Revenues, net per transaction	$ 2.67	$ 2.72	$ (0.05)	-1.8%	$ 2.76	$ 2.67	$ 0.09	3.2%
	- Revenues, net	$ 129,948	$ 130,142	$ (194)	-0.1%	$ 531,062	$ 434,466	$ 96,596	22.2%


	FLEETCOR CONSOLIDATED REVENUES
	- Transactions²	379,094	90,079	289,015	320.8%	651,354	327,516	323,838	98.9%
	- Revenues, net per transaction	$ 0.99	$ 2.84	$ (1.84)	-65.0%	$ 1.84	$ 2.73	$ (0.89)	-32.6%
	- Revenues, net	$ 376,697	$ 255,501	$ 121,196	47.4%	$ 1,199,390	$ 895,171	$ 304,219	34.0%



	FLEETCOR CONSOLIDATED ADJUSTED REVENUES¹
	- Transactions²	379,094	90,079	289,015	320.8%	651,354	327,516	323,838	98.9%
	- Adjusted Revenues per transaction	$ 0.91	$ 2.64	$ (1.73)	-65.7%	$ 1.69	$ 2.53	$ (0.83)	-32.9%
	- Adjusted Revenues	$ 343,407	$ 237,718	$ 105,689	44.5%	$ 1,103,136	$ 827,028	$ 276,108	33.4%

¹Adjusted revenues is a non-GAAP financial measure defined as revenues, net less merchant commissions. The Company believes this measure is a more effective way to evaluate the Company's revenue performance. Refer to Exhibit 1 for a reconciliation of revenues, net to adjusted revenues.

²Includes approximately 270 million transactions related to our SVS business acquired with Comdata in 2014.

Sources of Revenue³
	Three Months Ended December 31,				Year Ended December 31,
	2014	2013	Change	% Change	2014	2013	Change	% Change
Revenue from customers and partners	54.8%	56.8%	-2.0%	-3.5%	54.9%	53.6%	1.3%	2.4%
Revenue from merchants and networks	45.2%	43.2%	2.0%	4.6%	45.1%	46.4%	-1.3%	-2.8%

Revenue tied to fuel-price spreads	19.7%	13.6%	6.1%	44.9%	16.5%	15.7%	0.8%	5.1%
Revenue influenced by absolute price of fuel	14.6%	18.3%	-3.7%	-20.2%	17.0%	19.6%	-2.6%	-13.3%
Revenue from program fees, late fees, interest and other	65.7%	68.1%	-2.4%	-3.5%	66.5%	64.7%	1.8%	2.8%

³Expressed as a percentage of consolidated revenue, net.


Exhibit 3
Segment Results
(In thousands)
(Unaudited)

		Three Months Ended December 31,				Year Ended December 31,
		2014		2013		2014		2013
Revenues, net:¹
	North America	$	246,749	$	125,359	$	668,328	$	460,705
	International		129,948		130,142		531,062		434,466
		$	376,697	$	255,501	$	1,199,390	$	895,171

Operating income:¹
	North America	$	83,992	$	51,904	$	287,303	$	220,526
	International		88,630		54,146		278,146		200,106
		$	172,622	$	106,050	$	565,449	$	420,632

Depreciation and amortization:¹
	North America	$	19,628	$	6,669	$	39,275	$	22,267
	International		18,172		17,489		73,086		50,470
		$	37,800	$	24,158	$	112,361	$	72,737

Capital expenditures:¹
	North America	$	4,010	$	1,834	$	9,407	$	6,132
	International		4,781		3,603		17,663		14,653
		$	8,791	$	5,437	$	27,070	$	20,785

¹The results from our Comdata business acquired during the fourth quarter of 2014 are presented with our North American segment.


Exhibit 4
FLEETCOR, COMDATA AND UNUSUAL ADJUSTMENTS STATEMENT OF INCOME (NON-GAAP)
(In thousands)
(Unaudited)


	The purpose of the following table is to present the results of FleetCor Technologies, Inc. ("FleetCor") on a proforma basis, assuming the Comdata, Inc. ("Comdata") acquisition did not occur, and excluding the impact of unusual adjustments. The Comdata column shows the results of operations for the business for the period of time that Fleetcor owned the business during 2014. Also included in the Comdata column are all deal related expenses, incremental interest expense, and purchase accounting amoritization of intangibles related to the acquisition of Comdata and includes the dilutive effective of the incremental shares issued. The unusual adjustments column relates to amounts recorded during the period related to the consideration paid for the Company's acquisitions of DB and VB in Brazil.

		Three Months Ended December 31,
		2014								2013	% Change
		FleetCor Technologies, Inc.		Comdata, Inc.		Unusual Adjustments		Total

Revenues, net		$ 306,858		$ 69,839		$ -		$ 376,697		$ 255,501	47%
Operating expenses		156,831		76,113	¹	(28,869)	⁷	204,075		149,451	37%
Total other expense		7,610		24,709	²	-		32,319		5,973	441%
Income (loss) before income taxes		142,417		(30,983)		28,869		140,303		100,077	40%
Provision for income taxes		42,630		(11,866)	³	(1)	⁸	30,763		31,957	-4%
Net income		$ 99,787		$ (19,117)		$ 28,870		$ 109,540		$ 68,120	61%

Proforma diluted shares		86,261	⁴	90,240	⁵	90,240	⁵	90,240	⁵	85,277	6%

Net income (loss) per proforma diluted share		$ 1.16		$ (0.21)		$ 0.32		$ 1.21	⁹	$ 0.80	52%

Adjusted net income		$ 125,116		$ 705		$ 1		$ 125,822		$ 92,078	37%

Adjusted net income per proforma diluted share		$ 1.45		$ 0.01		$ -		$ 1.46	¹⁰	$ 1.08	35%
Dilutive impact of shares issued with acquisition		-		(0.06)	⁶	-		(0.06)		-
Net adjusted net income per proforma diluted share¹²		$ 1.45		$ (0.06)		$ -		$ 1.39	¹¹	$ 1.08	29%

¹Includes the impact of all deal related fees incurred by FleetCor Technologies, Inc. for the acquisition of Comdata of approximately $25.0 million.

²Includes the impact of the loss on extinguishment of debt of $15.8 million and incremental interest expense incurred of $8.9 million, calculated as the excess interest expense over what would have been incurred had incremental borrowings not been made, by FleetCor Technologies, Inc. in connection with the acquisition of Comdata, Inc.

³Calculated using the marginal tax rate for Comdata, Inc. of 38.3%.

⁴Represents diluted shares of FleetCor Technologies, Inc. excluding the weighted average impact of the issuance of 7,625,380 common shares issued on November 14, 2014 for consideration for the acquisition of Comdata, Inc.

⁵Represents diluted shares of FleetCor Technologies, Inc. inclusive of the weighted average impact of the issuance of 7,625,380 common shares issued on November 14, 2014 for consideration for the acquisition of Comdata, Inc.

⁶Represents the weighted average impact of the issuance of 7,625,380 common shares issued for consideration for the acquisition of Comdata, Inc. on the calculation of adjusted net income per proforma diluted share of FleetCor Technologies, Inc. results for the three months ended December 31, 2014.

⁷Represents the favorable impact of fair value adjustments recorded related to contingent consideration arrangements for the Company's acquisition of VB in Brazil of $28.1 million, partially offset by local tax incurred on financial transactions of $0.6 million related to the fair value adjustments. Adjustment also includes the net favorable impact of the reversal of other various contingent liabilities of approximately $1.4 million.

⁸Represents tax on the gain from the fair value adjustments recorded related to contingent consideration arrangements for the Company's acquisition of VB in Brazil of approximately $9.5 million, offset by the favorable tax impact of te reversal of a tax reserve set up in conjunction with the Company's acquisition of DB in Brazil of $9.5 million.

⁹Row does not calculate across due to the weighted average impact of dilution of the issuance of 7,625,380 common shares, transferred from treasury, for consideration for the acquisition of Comdata, Inc. Net income per proforma dilutive share, inclusive of dilution, may not calculate precisely due to the impact of rounding.

¹⁰Calculated as adjusted net income per diluted share by column added across. Excludes the weighted average impact of dilution of the issuance of 7,625,380 common shares, transferred from treasury, for consideration for the acquisition of Comdata, Inc.

¹¹Represents the adjusted net income per diluted share calculated for the consolidated financial results of FleetCor Technologies, Inc. Includes the weighted average impact of dilution of the issuance of 7,625,380 common shares, transferred from treasury, for consideration for the acquisition of Comdata, Inc. Column may not foot precisely due to the impact of rounding.

¹²May not calculate precisely due to the impact of rounding.


Exhibit 5
RECONCILIATION OF FLEETCOR, COMDATA AND UNUSUAL ADJUSTMENTS STATEMENT OF INCOME (NON-GAAP)
(In thousands)
(Unaudited)


The following table reconciles net income to adjusted net income, adjusted net income per diluted share and adjusted net income per proforma diluted share for FleetCor, Comdata and adjustments during the period:

	Three Months Ended December 31,
	2014								2013
	FleetCor Technologies, Inc.		Comdata, Inc.		Unusual Adjustments		Total
Net income	$ 99,787		$ (19,117)		$ 28,870		$ 109,540		$ 68,120

Stock based compensation	11,357		-		-		11,357		14,235
Amortization of intangible assets	18,796		11,616	¹	-		30,412		17,778
Amortization of premium on receivables	814		-		-		814		815
Amortization of deferred financing costs	1,197		-		-		1,197		842
Amortization of intangibles at equity method investment	2,824		-		-		2,824		-
Loss on extinguishment of debt	-		15,764		-		15,764		-
Other non-cash adjustments	-		-		(28,869)	³	(28,869)		-

Total pre-tax adjustments	34,988		27,380		(28,869)		33,499		33,670

Income tax impact of pre-tax adjustments at the effective tax rate²	(9,659)		(7,558)		-	³	(17,217)		(9,712)

Adjusted net income	$ 125,116		$ 705		$ 1		$ 125,822		$ 92,078
Adjusted net income per diluted share	$ 1.39		$ 0.01		$ 0.00		$ 1.39	⁴	$ 1.08

Adjusted net income per proforma diluted share	$ 1.45		$ 0.01		$ 0.00		$ 1.39	⁵	$ 1.08

Dilutive impact of shares issued with acquisition	$ (0.06)	⁷

Diluted shares	90,240		90,240		90,240		90,240		85,277
Proforma diluted shares⁶	86,261	⁶	90,240		90,240		90,240		85,277

¹Calculation of amortization for acquired intangibles is based on preliminary purchase price allocation.

²The effective tax rate used to calculate the income tax impact of pre-tax adjustments excludes the impact of a $9.5 million discrete tax benefit, as well as other non-cash adjustments and their related income tax expense impact. This effective tax rate is used consistently for the calculation of the tax impact of pre-tax adjustments for the results of FleetCor Technologies, Inc. and Comdata, Inc.

³As the effective tax rate used to calculate the income tax impact of pre-tax adjustments is inclusive of the effective tax rate impact of 'Adjustments', these amounts are not tax effected again.

⁴ Row does not calculate across due to the weighted average impact of dilution of the issuance of 7,625,380 common shares, transferred from treasury, for consideration for the acquisition of Comdata, Inc. Net income per proforma dilutive share, inclusive of dilution, may not calculate precisely due to the impact of rounding.

⁵Represents the net income per proforma diluted share calculated for the consolidated financial results of FleetCor Technologies, Inc. Row does not calculate across due to the weighted average impact of dilution of the issuance of 7,625,380 common shares, transferred from treasury, for consideration for the acquisition of Comdata, Inc. Net income per proforma dilutive share, inclusive of dilution, may not calculate precisely due to the impact of rounding.

⁶Represents diluted shares of FleetCor Technologies, Inc. excluding the weighted average impact of the issuance of 7,625,380 common shares transferred from treasury shares, on November 14, 2014, for consideration for the acquisition of Comdata, Inc.

⁷Represents the weighted average impact of the issuance of 7,625,380 common shares, transferred from treasury, for consideration for the acquisition of Comdata, Inc. on the calculation of adjusted net income per proforma diluted share of FleetCor Technologies, Inc. results for the three months ended December 31, 2014.

	The following table reconciles proforma diluted shares to diluted shares:

		Three Months Ended December 31,
		2014					2013
		FleetCor Technologies, Inc.		Comdata, Inc.	Unusual Adjustments	Total

Proforma diluted shares		86,261	¹	90,240	90,240	90,240	85,277
Weighted average impact of issuance of equity		3,979	²	-	-	-	-
Diluted shares		90,240		90,240	90,240	90,240	85,277

¹Represents diluted shares of FleetCor Technologies, Inc. excluding the weighted average impact of the issuance of 7,625,380 common shares transferred from treasury shares, on November 14, 2014, for consideration for the acquisition of Comdata, Inc.

²Represents the weighted average impact of the issuance of 7,625,380 common shares, transferred from treasury, for consideration for the acquisition of Comdata, Inc. on the calculation of diluted shares of FleetCor Technologies, Inc. results for the three months ended December 31, 2014. Acquisition was completed on November 14, 2014.

Source: FleetCor Technologies, Inc.

FleetCor Technologies, Inc.
Investor Relations, 770-729-2017
investor@fleetcor.com

Release Details

FleetCor Reports Fourth Quarter 2014 Financial Results