CORPAY, INC.CPAY
CORPAY, INC. Commitments Disclosure
Commitments and Contingencies
In the ordinary course of business, the Company and its subsidiaries (collectively, the "Company") is involved in various
pending or threatened legal actions, arbitration proceedings, claims, subpoenas and matters relating to compliance with laws
and regulations (collectively, "legal proceedings"). Based on our current knowledge, management presently does not believe
that the liabilities arising from these legal proceedings will have a material adverse effect on our consolidated financial
condition, results of operations or cash flows. However, it is possible that the ultimate resolution of these legal proceedings
could have a material adverse effect on our results of operations and financial condition for any particular period.
FTC Matter
In October 2017, the Federal Trade Commission (FTC) issued a Notice of Civil Investigative Demand to the Company for the
production of documentation and a request for responses to written interrogatories. After discussions with the Company, the
FTC proposed in October 2019 to resolve potential claims relating to the Company’s advertising and marketing practices,
principally in its U.S. direct fuel card business within its North American fuel card business. The parties reached impasse
primarily related to what the Company believed were unreasonable demands for redress made by the FTC.
On December 20, 2019, the FTC filed a lawsuit in the Northern District of Georgia against the Company and Ron Clarke. See
FTC v. FleetCor Technologies, Inc., No. 19-cv-05727 (N.D. Ga.). The complaint alleged the Company and Ron Clarke violated
the FTC Act’s prohibitions on unfair and deceptive acts and practices. The complaint sought among other things injunctive
relief, consumer redress and costs of suit. On April 17, 2021, the FTC filed a motion for summary judgment. On April 22, 2021,
the United States Supreme Court held unanimously in AMG Capital Management v. FTC that the FTC does not have authority
under current law to seek monetary redress by means of Section 13(b) of the FTC Act, which is the means by which the FTC
has sought such redress in this case. The Company cross-moved for summary judgment regarding the FTC’s ability to seek
monetary or injunctive relief on May 17, 2021. On August 13, 2021, the FTC filed a motion to stay or to voluntarily dismiss
without prejudice the case pending in the Northern District of Georgia in favor of a parallel administrative action under Section
5 of the FTC Act that it filed on August 11, 2021 in the FTC’s administrative process. Apart from the jurisdiction and statutory
change, the FTC’s administrative complaint made the same factual allegations as the FTC’s original complaint filed in
December 2019. The FTC's administrative action was stayed pending resolution of the case in federal court. On August 9, 2022,
the District Court for the Northern District of Georgia granted the FTC's motion for summary judgment as to liability for the
Company and Ron Clarke, but granted the Company's motion for summary judgment as to the FTC's claim for monetary relief
as to both the Company and Ron Clarke.
On June 8, 2023, the Court issued an Order for Permanent Injunction and Other Relief. The Company filed its notice of appeal
to the United States Court of Appeals for the Eleventh Circuit on August 3, 2023. On August 17, 2023, the FTC Commission
ordered that the stay of the parallel Section 5 administration action will remain in place during the pendency of the Eleventh
Circuit appeal. On January 6, 2026, the Eleventh Circuit affirmed the judgment against the Company and affirmed the judgment
against Ron Clarke except for one count, which was vacated and remanded. The Company intends to seek an en banc review by
the full Eleventh Circuit.
The Company continues to believe that the FTC’s claims are without merit and these matters are not and will not be material to
the Company's financial performance.The Company has incurred and continues to incur legal and other fees related to this FTC
complaint. Any settlement of this matter, or defense against the lawsuit, could involve costs to the Company, including legal
fees, redress, penalties and remediation expenses.
Estimating an amount or range of possible losses resulting from litigation proceedings is inherently difficult and requires an
extensive degree of judgment, particularly where, as here, the matters involve indeterminate claims for monetary damages and
are in the stages of the proceedings where key factual and legal issues have not been resolved. For these reasons, the Company
is currently unable to predict the ultimate timing or outcome of, or reasonably estimate the possible losses or a range of possible
losses resulting from, the matters described above.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Feb 28, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Feb 26, 2021 | |
| 2019 | Mar 2, 2020 | |
| 2018 | Mar 1, 2019 | |
| 2017 | Mar 1, 2018 | |
| 2016 | Mar 1, 2017 | |
| 2015 | Feb 29, 2016 | |
About Commitments Disclosures
Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.
Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.