UNITED STATES OF AMERICA
Agency decision
Ask Donna
What actually matters in this document.
Text
182 3000
UNITED STATES OF AMERICA
BEFORE THE FEDERAL TRADE COMMISSION
COMMISSIONERS:
Lina M. Khan, Chair
Noah Joshua Phillips
Rohit Chopra
Rebecca Kelly Slaughter
Christine S. Wilson
In the Matter of
FLEETCOR TECHNOLOGIES, INC., a
corporation, and
RONALD CLARKE, individually and as
an officer of FLEETCOR
TECHNOLOGIES, INC.
Case No. D-9403
COMPLAINT
The Federal Trade Commission, having reason to believe that FleetCor Technologies,
Inc., a corporation, (“FleetCor”) and Ronald Clarke, individually and as an officer of FleetCor
(collectively, “Respondents”), have violated the provisions of the Federal Trade Commission
Act, and it appearing to the Commission that this proceeding is in the public interest, alleges:
1.
Respondent FleetCor Technologies, Inc. (“FleetCor Technologies” or “Corporate
Respondent”) is a Delaware corporation with its principal place of business at 3280 Peachtree
Road, Suite 2400, Atlanta, Georgia 30305. FleetCor Technologies markets payment cards,
including fuel cards, principally to companies in the trucking and commercial fleet industry.
2.
Respondent Ronald Clarke (“Clarke”) is the Chief Executive Officer of FleetCor
Technologies. At all times material to this Complaint, acting alone or in concert with others, he
has formulated, directed, controlled, had the authority to control, or participated in the acts and
practices of the Corporate Respondent, including the acts and practices set forth in this
Complaint. His principal place of business is the same as that of FleetCor.
1
3.
The acts and practices of Respondents alleged in this complaint have been in or affecting
commerce, as “commerce” is defined in Section 4 of the FTC Act, 15 U.S.C. § 44.
FLEETCOR’S BUSINESS ACTIVITIES
Overview
4.
FleetCor Technologies and Clarke (collectively, “FleetCor” or “Respondents”) have
marketed payment cards to companies that operate vehicle fleets, including many small
businesses, since at least 2014. Specifically, FleetCor has marketed fuel cards, which are charge
cards that customers can distribute to vehicle drivers to purchase fuel and other transportationrelated products and services. FleetCor has enticed businesses to sign up for its fuel cards by
making three main claims: that customers will save money; that the cards provide fraud controls
that protect customers from unauthorized transactions; and that the cards have no set-up,
transaction, or membership fees, including when used to purchase fuel at any of the thousands of
locations nationwide that accept FleetCor fuel cards. Each of these claims is false or
unsubstantiated.
5.
After sign up, FleetCor has charged customers at least hundreds of millions of dollars in
unexpected fees, a practice one FleetCor employee has referred to as “add[ing] arbitrary fees and
run[ing] off [] the accounts.” When customers have noticed the charges and complained to
FleetCor, and FleetCor has agreed to remove them, in many instances FleetCor has begun
charging these customers for different fees to make up the difference. At least tens of thousands
of customers have complained about these practices to the company, government agencies, and
the Better Business Bureau (“BBB”).
6.
FleetCor also has charged fuel card customers at least tens of millions of dollars in
recurring fees for programs they have not ordered. Customers who have become aware of the
fees have complained that they did not consent to be charged for these programs.
FleetCor’s Fuel Card Practices
Savings Claims
7.
FleetCor’s electronic and print advertisements have represented that consumers will
achieve specific per-gallon savings by using its fuel cards, despite Respondent Clarke and other
high-level employees being aware that many customers, including small- and medium-sized
business customers, do not achieve the claimed savings. Two such advertisements appear below:
2
3
4
8.
Despite these claims, customers generally do not experience any savings, due to
significant unexpected fees FleetCor charges, as described below, that exceed any savings
customers might experience using FleetCor’s cards. These unexpected fees often amount to at
least hundreds to tens of thousands of dollars in charges per year per customer.
9.
Further, even setting aside fees, customers typically do not achieve the promised pergallon savings, including because the savings come as rebates and discounts that are not
available for fuel purchases at a number of large retailers frequently used by FleetCor’s
customers’ drivers. As set forth in fine-print disclaimers at the bottom of the advertisements
shown above, these retailers have included Pilot, Texaco, Chevron, and Loves.
10.
FleetCor’s own analysis of the aggregate rebates and discounts provided to customers
fails to substantiate its per-gallon savings claims. FleetCor’s data shows that many customers
have saved less than one cent per gallon on fuel purchases.
11.
In response to a public report highlighting FleetCor’s problematic marketing and fee
practices and reporting that, despite FleetCor’s savings claims, customers frequently pay more
than the retail price of fuel on each gallon pumped, Respondent Clarke provided “thoughts on
what we should do” and asked employees to “calculate the total US retail discount that
customers are getting.” Clarke then received an email with this “discount analysis” showing that
customers only saved a fraction of a cent per gallon. After receiving this information, Clarke did
not direct employees to make any changes to the Company’s per-gallon savings advertising.
Fraud Controls and “Fuel Only” Claims
12.
In its electronic and print advertising materials and during sales pitches, FleetCor has
misrepresented the protections it offers customers to prevent unauthorized purchases on its fuel
cards. Specifically, FleetCor has represented that customers can “[e]liminate [u]nauthorized
[p]urchases,” “[p]revent unwanted non-fuel spending with a fuel-only card,” and “[c]ontrol
fraud.” Examples of such advertisements are attached as Exhibits A, B, and C. FleetCor also
has claimed that when customers use its cards they can “[s]top worrying about unauthorized
purchases. Easy-to-use online controls allow [customers] to authorize each card for ‘fuel only’
or ‘fuel and maintenance only’ purchases.” An example of such a representation is attached as
Exhibit D.
13.
FleetCor has directed customers applying for certain fuel cards to select their
desired level of “card access,” including by designating a card “fuel only.” Customers have also
been able to make and change these elections any time while they hold a fuel card. An example
of the application section where customers make this election appears below:
5
14.
Despite these representations, FleetCor has failed to give customers the
protections it has promised. In fact, in numerous instances, FleetCor’s fuel cards have permitted
purchases of any type of good or service available at a fueling site, regardless of whether a
customer selected “fuel only” card access.
15.
Some “fuel only” cards have been limited to purchasing a single item at fueling
locations, but that item can be anything available for sale (e.g., snacks, beer, etc.). For these
cards, FleetCor training documents acknowledge that “‘fuel only’ is a misnomer.” Other socalled “fuel only” cards have limited the initial authorization to fuel, but have permitted any type
of item to be added to the transaction thereafter. For these cards, an internal document explains
that “fuel only restrictions only work for getting the authorization and there is no restriction on
what can be purchased or added to the transaction.”
16.
Even these limited restrictions have failed to work. In 2016, in the wake of
customer complaints about unauthorized transactions on “fuel only” cards, FleetCor determined
that “fuel only” cards that FleetCor internally described as limiting the initial card authorization
to fuel in fact allowed initial authorization for non-fuel items.
17.
To the extent that FleetCor has admitted that its fraud control claims are false, it
has only done so in Terms & Conditions (“Ts&Cs”) documents. A sample Ts&Cs document is
excerpted below:
6
In paragraph 19, “Card Purchasing Controls,” starting on the eighth line, FleetCor states:
“Operator establishes these standard parameter controls as a means of assisting Customer in
limiting purchase abuse and fraud. While Operator attempts to control the use of the Card to the
parameters selected, Customer agrees to pay for all charges to the Account (‘Charges’)
regardless of whether such Charges are within or outside the parameters established for each
Card.”
18.
Customers generally do not expect that they will be liable when FleetCor’s
controls fail to work as advertised. One customer thought it was protected from fraud when it
elected to implement FleetCor’s fraud controls. Yet when unauthorized purchases were made on
the account, FleetCor told the customer that it was responsible for the purchases. Similarly,
another customer complained that, despite the company’s claims that its cards can control fraud,
the customer had multiple fraudulent charges that FleetCor refused to refund.
19.
FleetCor has been aware of the harm caused by its practices. In one internal
communication from 2017, the Senior Vice President of Product Growth discussed customers’
confusion regarding the account terms and noted, “[B]ecause they hold consumer cards
personally, [customers] are accustomed to all [f]raud being taken care of.” The Vice President of
7
Risk Management agreed, responding that holding customers responsible for fraudulent
purchases on their accounts “is also the most egregious customer impact we do as it takes
customers by surprise (unless they’re really large) based on their experience with consumer
card[s].”
Fee and Convenience Claims
20.
In its ads, FleetCor promises “[n]o set-up, transaction or annual fees,” and “[n]o fees for
set-up, transactions or annual membership,” including in the advertisements attached as Exhibits
E and F. Contrary to these claims, as described here and in further detail below, the company
charges fees for set-up, transactions, and membership.
21.
In the same advertisements, FleetCor has claimed that consumers can enjoy the
“[c]onvenience” of fueling at tens of thousands of locations nationwide.
22.
In fact, many customers have not been able to fuel at those tens of thousands of locations
nationwide without incurring a transaction fee. Instead, many customers have incurred a
“convenience” transaction fee of $2.00 or more per transaction when their drivers have used
FleetCor fuel cards at any of a number of large fuel retailers that are frequently used by the
drivers—including Pilot, Texaco, Chevron, and Loves—because FleetCor considers those
retailers to be part of its non-preferred “Convenience Network.”
23.
In order to avoid the fee, each time customers fuel, they must first call FleetCor’s
customer service line or go through FleetCor’s website or app to determine where they can fuel
to avoid the fee. They must then drive to those specific locations, when often, another location
that accepts FleetCor fuel cards is closer and more convenient. FleetCor has not disclosed this
fee in its advertisements touting nationwide acceptance and convenience.
Unauthorized Fees
24.
FleetCor has charged customers substantial unexpected fees. Examples of these fees
include: Account Administration Fees, Program Fees, Late Fees and Interest and Finance
Charges when payments are made on time, High Credit Risk Account Fees, Convenience
Network and Out of Network Fees, and Minimum Program Administration Fees. FleetCor often
has begun charging customers all or some of these fees only after a few billing cycles have
passed. Even if customers read FleetCor’s small-print, multi-page Ts&Cs, they have not been
able to determine from one billing cycle to the next which fees FleetCor will assess, how those
fees could be avoided, or how much those fees will cost. Further, FleetCor charges these fees,
which include fees that depend on how FleetCor sets up a customer’s account, for transactions,
and “for membership,” despite its promise in its marketing materials that there are “[n]o fees for
set-up, transactions or annual membership.”
25.
FleetCor has not provided a billing invoice to customers specifying fees. Instead, in a
separate report, FleetCor has listed some, but not all, of the individual fees it has assessed. If
8
customers do find out about one or more of the fees, call FleetCor, and convince a customer
service representative to waive the fees, FleetCor often subsequently replaces the complainedabout fees with different fees. FleetCor’s own employees have characterized the company’s
practices as “add[ing] arbitrary fees and run[ning] off all the accounts.”
26.
In numerous instances, after the company migrated to a new payment and billing
platform, customers could not access their bills. Further, even when customers could access
their bills, FleetCor’s invoices have listed total amounts due that FleetCor later has deemed
inaccurate, causing the customer to pay less than the amount FleetCor determines they should
pay. Despite these issues, FleetCor assessed fees to customers based on inaccurate or untimely
payments.
27.
FleetCor’s CEO was actively involved in efforts to create fees, knew how and when the
company was charging them, and that the company re-enrolled customers in certain fees after
those customers asked FleetCor to remove the fees from their statements. In an internal email,
FleetCor’s President wrote Respondent Clarke to “follow-up[]” on discussions that took place
the week prior about fee increases, and recommended to Clarke that the company not add fees to
fuel card customers until complaints decreased: “we still recommend not adding any fees to [one
group of fuel card customers] until the noise levels come down further.” In the same email, the
President warned Clarke that they would be “testing re-enrolling [a different group of fuel card]
customers into the Min Program Fee program…. We are very concerned about attrition since
they already asked us to remove the fees.”
28.
Clarke received another email from a high-level employee giving him “a heads up” when
new fee implementations caused customer complaints. In response, Clarke said, “thx for the
feedback. Not unexpected. Hang tough.” When FleetCor’s revenue fell, Clarke issued a
directive to employees to prepare “recovery ideas” to increase fees to replace revenue shortfalls.
29.
Clarke also knew of the Company’s poor notification practices when charging customers
a fee for the first time. For example, he asked by email, “‘what notification’ does a customer get
when they are put into a fee for the first time[?]” A senior executive responded, “none. Other
than T&C change.” Despite his awareness of public reports and customer complaints of the
company’s unexpected fees, including of the company “tacking on extra fees that have no real
explanation,” Clarke did not change the company’s fee notification practices.
30.
Clarke also directed the effort to minimize public criticism of the company’s practices,
without fixing those practices. For example, when FleetCor’s fee and billing practices became
the subject of a second round of public reporting, Clarke emailed internally, “Here we go again!”
He then ordered employees to “fix the BBB rating ASAP…..just like we did last time. Pls advise
what we can do to get at this.” Clarke did not fix the practices that caused the criticism.
31.
FleetCor has charged customers at least two hundred million dollars in unexpected fees.
At least tens of thousands of customers have been harmed by these practices.
9
Account Administration Fee
32.
In numerous instances, FleetCor has charged customers an Account Administration Fee.
FleetCor has often started charging this fee after a few billing cycles, without notice to the
consumer. Many customers have complained about this practice. Tens of thousands of
customers incurred the fee in one year alone, totaling over $1.68 million in fees.
33.
FleetCor mentions some, but not all, information about fees in small-print, multi-page
Ts&Cs documents, an example of which is attached hereto as Exhibit G. If a customer were to
review these Ts&Cs, and notice any information about an Account Administration Fee, the
customer might see the following:
The tenth paragraph states that accounts may be charged an Account Administration Fee of up to
$10 per billing cycle depending on “the application under which you applied and your account
pricing.” FleetCor’s customers would not know from this statement whether their accounts were
subject to the Account Administration Fee, whether or how the fee could be avoided, or the
specific amount of the fee. Further, customers who discovered this information and who were
not charged the fee in the first billing cycle would not expect that the application under which
they previously applied or their account pricing had somehow changed, such that they would
incur this fee. These fees are also unexpected given FleetCor’s promise of “[n]o fees for set-up,
transactions or annual membership” in its marketing materials.
10
Program Fee
34.
FleetCor has charged customers unexpected Program Fees. At least tens of thousands of
customers have incurred Program Fees. FleetCor has charged at least tens of millions of dollars
in such fees.
35.
To the extent a customer could find information about this fee, it has appeared in the
Ts&Cs. If a customer reviewed these Ts&Cs, and noticed any information about the Program
Fee, the customer might see the following:
The third paragraph of the Ts&Cs for this FleetCor card states that FleetCor “reserves the right to
charge Program Fees for membership . . . and/or other features and benefits made available to
certain accounts.” Customers could not know what program memberships or “features and
benefits” might trigger the fee, whether or how the fee could be avoided, or the amount of the
fee. These fees are also unexpected given FleetCor’s promise of “[n]o fees for set-up,
transactions or annual membership” in marketing materials.
36.
Internal emails indicate that FleetCor treated this fee as a catch-all provision that allowed
the company to charge a multitude of fees. Specifically, one FleetCor representative asked
whether FleetCor’s “changes to the program fee section seem broad enough for us to charge
whatever program fees we want?” In response, another employee stated, “We would have to
come up with some benefit or tie it to a new add/on product. Unlike [our] Fuelman [card] we
can’t just add arbitrary fees and run off all the accounts.”
11
Late Fees and Interest and Finance Charges
37.
In numerous instances, FleetCor has charged customers Late Fees and related Interest and
Finance Charges even when the customers have paid their balance in full by the due date.
Numerous customers have complained about such fees, interest, and charges, which typically
have ranged from hundreds to thousands of dollars in a single billing cycle.
38.
When customers have noticed that FleetCor charged Late Fees for timely payments, in
many instances, customers have called FleetCor and FleetCor representatives have admitted that
FleetCor may take days to process or post payments, and may charge Late Fees as a result.
39.
FleetCor has charged customers Late Fees without informing them of the true
circumstances that trigger such fees. To the extent a customer could find any information about
this fee in the Ts&Cs, these documents claim that FleetCor will credit payments made by a
particular time on the same day, but it makes inconsistent statements about what that time is. An
example set of Ts&Cs appears below:
12
Paragraph 10.3 states that payments made by 7:00 a.m. Eastern Time on the due date “will be
credited to your Account as of the date received. Otherwise, payments will be credited to your
Account as of the next business day.” In other places, however, such as the company’s website,
FleetCor provides later payment cut-offs, such as 2:00 p.m. Eastern Time. As a result, customers
who have paid in the morning on the due date, believing their payments timely, have sometimes
13
been charged Late Fees. Customers who have paid before the due date have also been charged
Late Fees. Further, customers who have paid the amount quoted on their billing invoice by the
due date have been assessed Late Fees because FleetCor has listed on the invoice a total amount
due that the company later deemed incorrect, and has subsequently assessed Late Fees to those
customers because they paid the amount they were invoiced, as discussed below.
40.
Customers have complained extensively about this practice:
• “Our recent and most egregious issue was related to paying late fees and
finance charges… I made a payment, through their website, for the balance on
our statement in the morning on June 2, 2016. The bill was due June 2, 2016.
Their website states that ‘Payment must be received by 2PM EST on or before
the business day it is due to be credited to your account on time.’ The payment
was not posted to the account until June 3, 2016. Our next statement had a late
fee of $963.80 and a finance charge of $83.44. I contacted the company today
(6/29/2016) and the agent told me that in order for an online payment to be
considered ‘on time’ it must be made two days before the due date.”
• “The billing procedure for this company GUARANTEES fees will be
charged to your account… We started to notice that ALL of our payments
were being posted to our account 1 day after the due date resulting in VERY
HIGH FEES. We then sent the payments in via certified mail to track the
postmarks. According to the postmark, Fleetcor would receive the checks days
before the due date, and still post them to our account 1 day late. When we
called to find out why, we were told that postmarks don’t matter and fees were
based on when they processed the payment. I called to discuss this issue and
no fees were credited.”
• “We mailed a check on March 5th and the check was posted to our account
and the bill was paid or so we thought. The payment was MAILED March 5th
and POSTED March 15th, 1 day after it was due and their billing office where
it mails is a 3 hour drive from me, we were [assessed] a $231 late fee on a
$647 fuel bill. When contacting Fuelman they told me once they receive a
check in the mail they have 7-10 days to process it and the date [it’s] received
in the mail is irrelevant and if I want to avoid a late fee to pay my bill online.”
• “They would put these [late] fees on and say the online payment did not
process by the due date. They told me to pay a day early, etc all types of
things… Every month I got my statement I spent time on the phone due to
interest and late fees charged although I had always paid the card off in full
monthly. It always had these exorbitant late fees that were usually 50% of my
statement amount. I would always get the run around about why the online
payment did not process or how I should pay all the fees anyway until they
14
show up as a credit the following month or so to process another late fee and
charge on the previous late fees!! … WHO can pay thousands of dollars in
late fees that were not legitimate just to accommodate a suspicious system?”
• “Fleetcor statements are received less than 10 days before their due date (if
[you’re] lucky to even get them delivered!) Half the time they are never received!
And when received, even when mailing out complete payment next business day,
they determine your payment as ‘late’ even when received by the due date. When we
called to complain about their ‘late fees’ which are hundreds of dollars they stated
that even if they received the payment before due date, the date of acceptance into the
system is what they go by to determine when we paid our bill. This is unacceptable
and it is causing us as a business along with other consumers to get ripped off with
their late fees! On top of a late fee, you then get hit with a ‘high risk fee’ because you
were late!!”
High Credit Risk Account Fees
41.
In numerous instances, FleetCor has charged customers High Credit Risk Account Fees
(“HCRAFs”), including a High Risk Fee (“HRF”) and Level 2 Pricing Fee (“Level 2 Fee”).
FleetCor has charged these fees without notice. FleetCor has charged customers at least $108
million in HCRAFs.
42.
To the extent a customer has been able to find any information about the HCRAFs, it
appears in the Ts&Cs, an example of which appears below:
15
Paragraph 15 states that accounts may be classified as “High Credit Risk Accounts” and charged
associated fees. Paragraph 16.6 states that FleetCor may charge fees if the customer meets the
criteria defined in the High Credit Risk Account section.
43.
Even if customers read and understood the Ts&Cs, they could not know whether or how
HCRAFs could be avoided, or the amount of the HCRAFs. FleetCor charged HCRAFs in
circumstances that customers would not expect to trigger a “high risk” fee.
16
44.
One circumstance under which some FleetCor Ts&Cs mention it might charge these fees
is if the customer operates in the trucking or transportation industry. FleetCor’s fuel cards,
however, are marketed primarily to the trucking industry and many customers fall into this
category. Indeed, FleetCor charged customers at least $1.7 million in HCRAFs solely because
they operate in the trucking industry. In some instances, FleetCor even miscategorized customer
accounts and assessed the HCRAFs because the accountholder supposedly operated in the
trucking industry, even though it operated in another industry altogether. Only when customers
read a report separate from their invoice would they see charges for this fee. One customer
complained, “We are an Investigative Service and have absolutely NO association to a Trucking
Co. How did this happen? … This is 3 times this has happen[ed]. Is this how [FleetCor] treats
all their clients?”
45.
Further, FleetCor has imposed HCRAFs on customers who have “missed” a payment.
However, numerous customers deemed to have “missed” a payment in fact paid their balance in
full by the due date and were charged HCRAFs (in addition to a Late Fee and Finance Charges)
because FleetCor did not post the payment to their account in a timely fashion or because
FleetCor at times has stated that it has quoted the balance incorrectly on the invoice, as discussed
below.
46.
When FleetCor has imposed HCRAFs, it has sometimes added a fee for each transaction
made using its fuel cards. Given the high transaction volume for a typical FleetCor customer,
this fee has been particularly costly—for example, one “high risk” customer incurred more than
$999.99 in a single billing cycle for this fee alone. These fees are also unexpected given
FleetCor’s promise of “No fees for set-up, transactions or annual membership” in its marketing
materials.
47.
FleetCor has also made it difficult for customers to know when they have been charged
HCRAFs after the fact.
48.
FleetCor has charged “high risk” customers a per-gallon Level 2 Fee for each gallon of
fuel purchased and has obscured this fee even after charging it. In describing the policy, one
FleetCor employee said, “[W]e haven’t disclosed Level 2 [Fees] we charge customer[s] on their
FMR [a customer purchase activity document separate from the invoice] and the only way they
notice the price difference is to compare the amount we invoice them to their receipts.”
49.
On the same customer purchase activity document, FleetCor has listed HRCAFs as
“MISC-2 – Transaction Fee,” rather than explaining that it is a high risk fee. Moreover, FleetCor
has specifically instructed its customer service representatives to call the fee a “transaction fee”
and to avoid calling it a “high risk” fee. The Director of Operations for FleetCor stated in an
email, “I just want to emphasize the importance of avoiding any mention of ‘high risk fee’ and
definitely stick to calling it a ‘transaction fee.’”
50.
At one point, employee error led to FleetCor accidentally listing the HRF on the customer
invoice. The President of FleetCor’s North America Partner division, in response to finding out
17
that the HRF was going to be on a customer invoice said, “Crap! Please keep me informed.”
Another employee said, “This will cause a lot of noise and our odds of keeping this fee will go
down and our odds of losing customers will go up.” FleetCor has used the term “noise” in
internal documents to discuss customer complaints.
51.
FleetCor customers have complained about the HCRAFs:
• “When I called and asked for full disclosure as to how they determine the [HRF]
they at first refused to share the information until I acknowledged we were on a
recorded call. They said I should receive something within 72 hours about this
matter.”
• “[T]hey never contact[ed] us after they changed our billing or when our
agreement changed. There are several factors that will trigger activity on our account.
None of which can be discussed with anyone. Placing an account on Level 2 Pricing
happens whether or not [we have] [d]elinquent behavior including late and short
payment on the account, non-payment or non-sufficient (NSF), or low credit score or
credit score deterioration. We have never fallen within any of the above mentioned
criteria but it does NOT matter to this company. They will charge whatever they can
however they can.”
• “While cross-checking our gas receipts with the Universal bi-weekly bills, we
noticed that starting on November 1, 2016, we were charged an additional 5% on
each transaction, so far totaling almost $200. We attempted to address this matter, but
upon calling [FleetCor], we were met with hostility… She indicated that after years of
business with our company, we were flagged as ‘high-risk’ and were told to call
Dunn & Bradstreet to address any credit concerns, when we have never once had to
contact this company as a liaison through Universal.”
• “Unfortunately, this company has charged an outrageous (and questionably
[il]legal) late fees, ranging from $162.09 - $603.18….for a cc balance that is payable
weekly….on balances that rarely exceeded $4,000. Then, due to these issues, a [HRF]
was also assessed on each transaction. After calling Customer Support, 2 weeks’ late
fees ($1,184.10) and 4 weeks’ [HRFs] ($288) were reversed and credit applied to the
account. The company claims they [cannot] credit anything further back in time.
There are still over $2500 in ridiculous fees still on the account. How in the world
these fees can be legal is beyond me.”
Convenience Network Surcharge and Out of Network Fee
52.
FleetCor has charged customers at least tens of millions of dollars in unexpected
“Convenience Network Surcharge” and “Out of Network” fees. In ads, FleetCor has claimed
that there are no transaction fees and customers can “fuel at over 50,000 locations nationwide,”
18
or that customers can “[a]void wasting time searching for fuel” by “us[ing] the card at any fuel
location that accepts MasterCard.” Nevertheless, FleetCor has imposed this charge for
transactions at certain “non-preferred” and “out-of-network” fueling stations.
53.
To the extent a customer could find any information about this fee, it appears in the
small-print Ts&Cs. Example Ts&Cs appear below:
Paragraph 9.5, labeled “Special Network Pricing,” states that FleetCor may charge a fee for use
of certain sites and merchants. Customers who see this disclosure would not know that FleetCor
would charge them for using nationwide fueling stations used frequently by FleetCor’s
customers’ drivers or the amount of the fee. Instead, they would have to call customer service to
get a list of locations where the Convenience Network Surcharge will not apply or make
purchases only at the fueling station associated with their card (e.g., BP) to avoid the Out of
Network Fee.
54.
Customers have complained about the Convenience Network Surcharge and Out of
Network Fee:
• “We were told when we signed up with this company that we would not incur
fees for set-up, transactions, or annual membership. [M]ystery fees such as
[Convenience] Network Fees or Fraud Protection Fees began to appear.”
• “We are [] being charged a convenience network surcharge which Fuelman says
is charged by certain gas stations, not sure I believe that since they are always trying
to slip something in!”
19
• Another customer complained that FleetCor told them there were no fees
associated with the card when they signed up, yet repeatedly charged the
Convenience Network Surcharge, among other fees, stating, “I do not think it is fair
to be charged fees after you told me we wouldn’t be charge[d] any.”
• “[In] May 2018, I contacted customer service again regarding the strange charge.
Customer service finally informs me that the strange charge is an out of network fee
and that every time I use another brand other than bp I have to pay $2. I’m like wow I
was never disclosed this information prior to signing up for the account or during my
lifetime of the account until that day.”
Minimum Program Administration Fee
55.
In numerous instances, FleetCor has charged customers a Minimum Program
Administration Fee (“MAPF”). FleetCor has charged customers at least $40 million in MAPFs.
56.
To the extent customers can find information about the MAPF, it is mentioned in the
small-print Ts&Cs:
20
Paragraph 9.8 of this card’s Ts&Cs states that under certain circumstances FleetCor may charge
either a per-gallon or per-transaction fee when fuel prices fall below $3.25 per gallon (which
they have regularly been since 2014). FleetCor customers would not know from this statement
when FleetCor may elect to impose the fee, whether the fee would be a per-transaction or pergallon fee, or what the amount of the fee would be. These fees are also unexpected given
FleetCor’s promise of “No fees for set-up, transactions or annual membership” in its marketing
materials.
57.
Customers have complained about the MAPF:
• “After being charged the MAPF without notice, a customer complained, ‘I called
and they stated they would credit this amount back and send me a cancellation form.
Their system is designed to force companies to pay fees without recourse.’”
• “This company charges outrageous, unexplainable fees that are unethical. They
claim to refund charges at a later [date] but want you to go ahead and pay the fees.
We have been charged a total ‘minimum program administration fees’ of $8438.58
since August 2015. Customer service is unable to explain the charges except to say
that fuel we charged to the account was cheaper; therefore, we have to pay them the
difference.”
• “I received our invoice and statement for last month, and noticed we are being
charged a ‘Minimum Program Administration Fee’ in the amount of $129.65. We
were not supposed to be charged fees… I do not think it is fair to be charged fees
after you told me we wouldn’t be charge[d] any.”
• “[W]e started out with the company and for the first few months everything
seemed fine. But for the last three months they have tacked on fees. Their only
explanation of the fees is ‘The Min Admin Program Fee is as a fee that is assessed
when the previous month’s fuel price is below $3.25 dollar per gallon. We charge this
fee up to 10 cents per gallon or $2 per transaction to cover ongoing program
operation costs.’ This explanation makes absolutely NO SENSE since the price of
[f]uel has been well below $3.25 for much longer than we have even been customers
of theirs. This seems to be just an easy way for them to get away with tacking on
some extra fees whenever they want or need to boost their revenues… We joined with
Fleetcor because they state that you can save up to .10 per gallon on your fuel…but
then they get you with the [b]ogus fees that end up costing you more money.”
Reimposing Fees and Fee-Swapping
58.
In numerous instances, when customers have noticed unauthorized fees on their accounts
and called FleetCor to complain, the company has stopped charging those specific fees only
temporarily (anywhere from one month to one year), before re-imposing them without notice.
21
59.
In numerous instances, when customers have succeeded in complaining about one fee
and getting it removed, FleetCor has swapped it with another fee to make up for the lost revenue.
Internal communications reflect, for example, that in 2016 FleetCor began charging a Card Fee
of $2.00 per card per month to customers who had complained about the Minimum Program
Administration Fee. FleetCor has waived the Card Fee if a large business notices it and
complains about it. When smaller businesses have called to complain about the Card Fee,
FleetCor often has reduced the Card Fee to $1.00 per card.
Billing Procedures
60.
FleetCor’s billing procedures make it difficult for customers to know they have been
charged unexpected fees. To bill customers, FleetCor issues a short (typically one-page)
customer invoice. FleetCor’s customer invoice provides the payment due date and the total
balance due, but does not include a description of the fees FleetCor has charged the customer
during that billing cycle or even a separate line item indicating the total amount of the fees
charged. An example of a FleetCor customer invoice is below:
22
23
61.
FleetCor has required customers to take extra steps to find information regarding the fees
FleetCor charged during the billing cycle. Specifically, customers must access their Fleet
Management Report (“FMR”) through an online portal (delivery of the FMR via email, fax, or
mail delivery incurs a fee). In it, FleetCor lists some, but not all, of the individual fees that have
been assessed.
62.
The content and appearance of the FMR has varied by fuel card. On the first page of
some FMRs, there has been a product purchase summary labeled “Summary of Transactions
This Reporting Period for all Vehicles in Your Fleet”:
63.
This summary has contained an “OTH CHARGES” column, which has provided only a
total amount. “OTH CHARGES” has not been accompanied by any description of what charges
it includes. Generally, this column has been populated only with an amount in the “Total” line.
Although not stated in the summary, the Total in this particular FMR consists of the fees that
FleetCor has assessed. An example of an FMR is attached as Exhibit H.
64.
Some FMRs, however, have contained a “Total” on the first page that has not included
fees. In those instances, the actual amount due has not been listed until the last page, where the
fees have been itemized. The totals listed on the first and last page of the FMR can differ by
hundreds of dollars. For example, one customer received an FMR where the “Total” reflected on
the first page of the report and the “Total” reflected on the last page of the report differed by
$775.79 because the total on the first page did not include the fees FleetCor charged this
customer. The FMR is attached as Exhibit I, and excerpts from the first and last page appear
below:
First Page (Total $14,207.64):
24
Last Page (Total $14,983.43):
65.
Respondent Clarke frequently educated himself on company practices, including how
fees appeared on billing documents. In one internal email exchange about how fees are
presented to customers, Clarke asked to see the billing documents himself, writing, “pls forward
me an actual invoice or statement …. so that I can see how we display [the Minimum Program
Fee].” In response, he received three customer invoices and three FMRs (which FleetCor has not
provided to customers along with their invoices). The invoices – the billing documents
reflecting the total balance due – did not disclose any of the fees being charged. Nevertheless,
Clarke did not direct any changes to the Company’s billing practices.
Inaccurate and Unavailable Invoices
66.
Numerous customers were unable to view or pay their bills when FleetCor migrated to a
new payment and billing platform in December 2016, Global Fleetnet (“GFN”).
67.
In numerous instances, when customers could view their bills, those bills had significant
errors. For instance, at least 18,000 customers have received invoices that reflected a lower
25
balance than FleetCor claims they actually owed, causing FleetCor to deem those customers as
having underpaid.
68.
Despite failing to provide timely invoices or invoices it deems accurate, FleetCor has
assessed late fees and finance charges to the customers who have made payments when they
received those invoices or based on those invoices. FleetCor did not automatically refund
customers for the fees and finance charges that were improperly assessed. Instead, FleetCor put
the onus on customers to call and complain. Customers who did not notice the charges and did
not call to complain never received refunds for the improper fees.
69.
FleetCor’s customers continued to experience a variety of problems accessing and paying
their bills even after the GFN transition was completed. In February 2017, FleetCor employees
noticed that the company had assessed an abnormally high volume of late fees and finance
charges to customers. Upon further inquiry, the employees determined that FleetCor had
assessed the fees against customers who had not received their bill before the due date. Despite
becoming aware of the error, FleetCor determined that it would not proactively refund late fees.
Indeed, in an internal email, the Director of Revenue Management stated, “There is nothing we
can do now, so we think we will let the Call Center know th[ere] could be some noise coming
from this and they can follow a lenient waiver policy for those late fee & finance charge[s].”
70.
Problems continued into May 2017, when FleetCor was late in mailing and posting
customer invoices online, and invoice amounts did not reflect the actual amount FleetCor
deemed the customer to have owed. Rather than credit any customer who incurred a late fee as a
result, FleetCor again put the onus on customers to call and complain, despite FleetCor
employees flagging a sudden 17 percent increase in the number of customers who paid their
invoices late. FleetCor assessed one customer over $15,000 in late fees despite FleetCor
employees internally acknowledging that “[t]he posting and billing errors are our fault. We were
not providing the client with the appropriate information to make payments[, and t]he client has
made multiple payments that [are] not reflect[ed] in the account.”
71.
Eventually, FleetCor began refunding certain customers’ late fees and finance charges
without requiring customers to first complain to FleetCor about the fees, but did not do so for all
affected customers. Long after the transition to the GFN platform, some customers continued to
experience issues with wrongly assessed fees. For example, in December 2017, one FleetCor
customer complained that she still had over $67,000 in inaccurately assessed late fees and
finance charges on her account due to GFN invoicing issues. After she continued complaining,
the company ultimately refunded the fees.
72.
When FleetCor refunded fees due to GFN billing issues, the refund did not automatically
appear on customer invoices. Instead, in numerous instances, the credit took one to two billing
cycles to appear on the bill. In the meantime, FleetCor required customers to pay the entire
amount listed on the invoice, including late fees and finance charges, until the credits appeared.
26
73.
FleetCor also categorized customers as “high risk” if they incurred GFN-related late fees,
and FleetCor charged those customers HRCAFs.
74.
GFN-related invoice problems also caused customers to more carefully review their bills.
A June 2017 communication from the Vice President of Customer Solution Center Operations
noted that, “With so much attention on invoices (missing payments, bad balance due, mixed us
[sic] terms) customers took a closer look at invoices and noticed fees for the first time.”
Recurring Unauthorized Charges for Unwanted Programs
75.
FleetCor has charged customers without authorization for a number of programs,
including programs the company calls “FleetDash,” “FleetAdvance,” and “Clean Advantage.”
FleetCor has charged customers monthly, quarterly, or per-gallon fees, including fees ranging
from $9.95 to $29.97 per month, $50 per quarter, or 5¢ per gallon for these programs on a
recurring basis, and has charged customers at least tens of millions of dollars for the programs
without their consent.
76.
As with card fees, sometimes FleetCor has not initially charged for program membership,
and then later has begun imposing charges. Internal documents reflect that FleetCor understood
that this approach would be much more profitable than having customers take action to choose to
be in any of these programs. For example, when implementing the Clean Advantage Program,
internal documents reflect that there would be a: “[P]lanned $1.5MM revenue initiative in 2018
[to enroll certain customers into the Clean Advantage] program under ‘Free Trial’ approach
which could not be realized through ‘Opt in’ approach.”
77.
The only information FleetCor has provided about these programs are in mailers and
emails. In some materials, FleetCor has not disclosed that there is a fee associated with the
programs. See Exhibit J. In other materials, FleetCor has included information about costs and
what the customer must do to avoid automatically incurring the charge in very small type at the
bottom of the page or in the middle of the mailer. Examples of the mailers that customers
received are attached as Exhibits J, K, and L.
78.
Even FleetCor employees looking for information about the costs associated with the
programs have missed disclaimers. One employee who reviewed a letter sent for the Clean
Advantage Program could not find any description of how customers opt out of the program and
asked, “[W]here is the opt-out language going to be, didn’t look like it was in the letter, will it be
on the website?” Another employee responded, “The opt-out language is in the footer of the
letter[].”
79.
Regardless of whether a customer takes any action, such as opening the mailer or email,
or notices and reads any disclosures about charges, FleetCor charges the customer on a recurring
basis for the program.
27
80.
Customers who have become aware of the charges for these programs have complained
to FleetCor that they did not authorize the charges:
• “[M]y statement balance reflects…an additional $29.97 charge for the ‘fleet dash
service’ which I was automatically ‘enrolled in’ without my knowledge[.]”
• “Fuelman added, without my consent, a total of $115 to my bill. This was for a
clean air fee. I never requested it. [I]t was added to several bills and they had to go
back and credit my account. They constantly add fees without the customer[’]s
knowledge or agreement”
• “I go online to pay my statement… my statement balance reflects…an additional
$29.97 charge for the ‘fleet dash service’ which I was automatically ‘enrolled in’
without my knowledge” and
• “[FleetCor] added a Clean Advantage program for a fee which I have never opted
into nor requested. I have asked numerous times to be removed. Come to find out
they will add it to your account every year without authorization and YOU have to
call to cancel.”
81.
FleetCor has discussed steps to make it difficult for customers who notice the charges to
opt out of these programs. For example, one FleetCor employee queried whether opt-outs should
be handled the same as they have been for other fees: “I would assume that we do not want to
allow a client to opt-out of fees without speaking to a rep so that we can keep the opt-out rate as
low as possible.” In many instances, customers who have noticed the charges have been unable
to cancel without calling and speaking to a FleetCor representative.
VIOLATIONS OF THE FTC ACT
COUNT I
Deceptive Savings Claims
82.
Respondents have represented, expressly or by implication, that consumers will achieve
specific per-gallon savings by using FleetCor’s fuel cards.
83.
In truth and in fact, in numerous instances in which Respondents have made the
representations described in Paragraph 82, the representations were false or unsubstantiated.
These representations are material to consumers.
84.
Respondents’ representations as set forth in Paragraph 82 are likely to mislead reasonable
consumers and constitute deceptive acts or practices in violation of Section 5(a) of the FTC Act,
15 U.S.C. § 45(a).
28
COUNT II
Deceptive Fraud Control and “Fuel Only” Claims
85.
Respondents have represented, directly or indirectly, expressly or by implication, that
FleetCor’s fuel cards have fraud controls that prevent unauthorized purchases and consumers can
restrict cards to “fuel only” purchases.
86.
In truth and in fact, in numerous instances in which Respondents have made the
representations set forth in Paragraph 85, FleetCor’s fraud controls have allowed unauthorized
purchases, and the cards consumers have restricted to “fuel only” purchases have permitted nonfuel purchases. These representations are material to consumers.
87.
Respondents’ representations as set forth in Paragraph 85 are likely to mislead reasonable
consumers and constitute deceptive acts or practices in violation of Section 5(a) of the FTC Act,
15 U.S.C. § 45(a).
COUNT III
Deceptive Fee and Convenience Claims
88.
Respondents have represented, directly or indirectly, expressly or by implication, that
FleetCor charges no fees for set-up, transactions, or membership.
89.
In truth and in fact, in numerous instances in which Respondents have made the
representations set forth in Paragraph 88, FleetCor has charged fees for set-up, transactions, or
membership, including “convenience” transaction fees for using FleetCor’s fuel cards to fuel at
certain locations. These representations are material to consumers.
90.
Respondents’ representations as set forth in Paragraph 88 are likely to mislead reasonable
consumers and constitute deceptive acts or practices in violation of Section 5(a) of the FTC Act,
15 U.S.C. § 45(a).
COUNT IV
Deceptive Fee and Billing Practices
91.
In numerous instances, Respondents have represented, directly or indirectly, expressly or
by implication, that consumers owe the total amount due on their bills.
92.
In truth and in fact, in numerous instances in which Respondents have made the
representation set forth in Paragraph 91, the amount includes fees, interest, and finance charges
that the consumers do not owe. This representation is material to consumers.
29
93.
Respondents’ representations as set forth in Paragraph 91 are likely to mislead reasonable
consumers and constitute deceptive acts or practices in violation of Section 5(a) of the FTC Act,
15 U.S.C. § 45(a).
COUNT V
Unfair Fee and Billing Practices
94.
In numerous instances, Respondents have billed consumers for fees, interest, and
finance charges, and programs for which consumers have not provided express, informed
consent.
95.
Respondents’ actions as described in Paragraph 94 have caused or are likely to cause
substantial injury to consumers that consumers cannot reasonably avoid themselves and that is
not outweighed by countervailing benefits to consumers or competition.
96.
Respondents’ practices as set forth in Paragraph 94 constitute unfair acts or practices in
violation of Section 5 of the FTC Act, 15 U.S.C. § 45(a) and (n).
97.
The acts and practices of Respondents as alleged in this complaint constitute unfair or
deceptive acts or practices, and the making of false advertisements, in or affecting commerce, in
violation of Section 5(a) of the Federal Trade Commission Act.
30
NOTICE
You are notified that on January 25, 2022, at 10:00 a.m., at the Federal Trade
Commission offices, 600 Pennsylvania Avenue, NW, Room 532-H, Washington, DC 20580, an
Administrative Law Judge of the Federal Trade Commission, will hold a hearing on the charges
set forth in this Complaint. At that time and place, you will have the right under the Federal
Trade Commission Act to appear and show cause why an order should not be entered requiring
you to cease and desist from the violations of law charged in this Complaint.
You are notified that you are afforded the opportunity to file with the Federal Trade
Commission (“Commission”) an answer to this Complaint on or before the 14th day after service
of the Complaint upon you. An answer in which the allegations of the Complaint are contested
must contain a concise statement of the facts constituting each ground of defense; and specific
admission, denial, or explanation of each fact alleged in the Complaint or, if you are without
knowledge thereof, a statement to that effect. Allegations of the Complaint not thus answered
will be deemed to have been admitted.
If you elect not to contest the allegations of fact set forth in the Complaint, the answer
should consist of a statement that you admit all of the material facts to be true. Such an answer
will constitute a waiver of hearings as to the facts alleged in the Complaint and, together with the
Complaint, will provide a record basis on which the Commission may issue a final decision
containing appropriate findings and conclusions and a final order disposing of the proceeding. In
such answer, you may, however, reserve the right to submit proposed findings of fact and
conclusions of law under FTC Rule § 3.46.
Failure to answer timely will be deemed to constitute a waiver of your right to appear and
contest the allegations of the Complaint. It will also authorize the Commission, without further
notice to you, to find the facts to be as alleged in the Complaint and to enter a final decision
containing appropriate findings and conclusions and a final order disposing of the proceeding.
The Administrative Law Judge will hold an initial prehearing scheduling conference to be
held not later than 10 days after the answer is filed by the [last answering] Respondent. Unless
otherwise directed by the Administrative Law Judge, the scheduling conference and further
proceedings will take place at the Federal Trade Commission, 600 Pennsylvania Avenue, NW,
Room 532-H, Washington, DC 20580. Rule 3.21(a) requires a meeting of the parties’ counsel as
early as practicable before the prehearing scheduling conference, but in any event no later than 5
days after the answer is filed by the [last answering] Respondent. Rule 3.31(b) obligates counsel
for each party, within 5 days of receiving a Respondent’s answer, to make certain initial
disclosures without awaiting a formal discovery request.
The following is the form of the order which the Commission has reason to believe
should issue if the facts are found to be as alleged in the Complaint. If, however, the
Commission concludes from record facts developed in any adjudicative proceedings in this
matter that the proposed order provisions as to Respondents might be inadequate to fully protect
31
the consuming public, the Commission may order such other relief as it finds necessary and
appropriate.
Moreover, the Commission has reason to believe that, if the facts are found as alleged in the
Complaint, it may be necessary and appropriate for the Commission to seek relief to redress
injury to consumers, or other persons, partnerships or corporations. Such relief could be in the
form of restitution for past, present, and future consumers and such other types of relief as are set
forth in Section 19(b) of the Federal Trade Commission Act. The Commission will determine
whether to apply to a court for such relief on the basis of the adjudicative proceedings in this
matter and such other factors as are relevant to consider the necessity and appropriateness of
such action.
NOTICE OF CONTEMPLATED RELIEF
Should the Commission conclude from the record developed in any adjudicative
proceedings in this matter that Respondents have violated or are violating Section 5 of the FTC
Act, as amended, the Commission may order such relief against Respondents as is supported by
the record and is necessary and appropriate, including but not limited to:
a. A prohibition against deceptive claims in connection with promoting, offering for
sale, or servicing any of Respondents’ payment cards.
b. A prohibition against billing a consumer for any charge unless Respondents have
obtained that consumer’s express, informed consent to that charge.
c. A prohibition against failing to credit payments to consumers’ accounts effective as
of the date of receipt.
d. A requirement that, if Respondents reported to a Consumer Credit Reporting Agency
any amount for which Respondents did not obtain Express, Informed Consent,
Respondents request that each such Agency delete those amounts from consumers’
credit reporting file.
e. A requirement that, for a period of time, Respondents must send acknowledgments of
the order to the Commission.
f. A requirement that FleetCor employ a Chief Compliance Officer, with a reporting
relationship with the Board or a committee thereof, who will deliver regular reports to
the Board or a committee thereof regarding Respondents’ compliance with the order.
g. A requirement to file periodic compliance reports with the Commission.
h. A requirement that, for a period of time, Respondents create and maintain records.
32
i. Requiring that Respondents’ compliance with the order may be monitored for a term
to be determined by the Commission.
j. Any other relief appropriate to correct or remedy the effects of Respondents’ unfair or
deceptive practices or of any or all of the conduct alleged in the complaint.
THEREFORE, the Federal Trade Commission this 10th day of August, 2021, has issued this
Complaint against Respondents.
By the Commission, Commissioner Wilson dissenting.
April J. Tabor
Secretary
SEAL:
33
EXHIBIT A
012312456
11 !(!"91()()()"99! *
Cÿ=Dã42873
789 ÿ ÿÿ ÿÿÿÿ ÿÿ99ÿ ÿ
54ÿÿ2454ÿ)ÿ2ÿ.9$ÿ245
ÿÿ
ÿ
ÿ789 ÿ #ÿ"
9 Lä H1 Kå
-
-
-
- -
?A
QB?O QB?P 245
ÿ+#ÿ,9"9 .ÿÿ+# 7""9 ÿ,9# " ÿ,9# 7/ 9"ÿ0 12345678ÿ:78;<=7>ÿ
?@ABB@ACC@BABB
:DE73>ÿ?@ABB@FGHIJKLÿMNAN@OPQPR
ÿ
ÿ
ÿ
STTUVWXÿZU[\W
ÿ
SgUVXÿ]V^_`aW
]V^_`aWÿ]V^_ÿbcU[ca`
uUVcÿ]_^^Xÿv^^wx
]V^_`aWÿd^cTeaWXÿbcU[ca`
bcU[ca`ÿy^Xa\_x
fe^ÿfUU_gUhÿi_U[
]\WwÿuUVcÿbcU[ca`
Szz_{ÿvU|
}
52~87ÿDÿ23<n733ÿ352Eln~4ÿm52ÿ27EÿE<k7ÿ5n7
9ÿ ÿ(9ÿÿÿ(ÿ"ÿÿÿ9ÿ ÿ+9#9
ÜÝÞßfàávßâ
F<834ÿLD67
ID34ÿLD67
F58ÿDÿ23<n733ÿ4D4ÿ87E<73ÿ5nÿ27Eÿ4787~3ÿn7;78ÿ77nÿDÿ6587ÿ=8<4<=DEÿ4<67ÿ45
6Dk7ÿ7;78mÿl5EED8ÿ=52n4
# ÿÿ ÿ9#9ÿ#ÿ "ÿq9 ÿ"
ÿÿÿÿÿ¡ÿ¢££¤ÿ¡£¥¦¡ÿ§ÿ¨¡
©ÿª©¤«ÿÿ§«ÿ¡£ÿ§ÿÿ£¬¡ÿ©ÿ§ÿ®©«ÿ¯©¦
¯§¡ÿ¦ÿÿ¤©ÿ©¢ÿ§ÿ°±²ÿª¤ÿ¡©£¦¥ÿ©¦¨¦§¡ÿ¢¦¡£¦¥ÿ¦¡ÿ©¢ÿ§
³´²ÿ¦ÿ£ÿ£¦§¦¦ÿ¢©
ÿ
µ¶·ÿ̧¹º»¼ÿ¯©¦ÿ¯§¡ÿ¢£¡ÿ§ÿ§¦¥§ÿ¢©£¦¥
¦§ÿ£ªÿ½©ÿ©§£¾ÿÿ¡¿ÿ££§ÿÿ¤©ÿÿ¨¦«
¨«ÿ̈§ÿ¦¡ÿ¨ÿ©ÿ¦ÿªÿ¢©¡
ÿ
À¸»Á»¶ÿÂöķ»ÅºÿÆ÷ÇÄÈÈÿÉÿ¯©¦ÿ¯§ÿ¡ÿ©§£¾«
¦§ÿ¦¡ÿ§Êÿ©ÿ¢©ÿ¦¡ÿÿ§ÿ©£§¤ÿÿË©£¡ÿ£¦¢©§ÿÿ§
Ì£¿ÿÍ¡¦§££§£¦ÿΩª
ÿ
ÀÏÿµ»Çÿ̄©¦ÿ¯§¡ÿÿ ¢§¡ÿÿ§ÿ¯©¦
Χ¨Êÿÿд«´´´ÿ¦§£¦¨£¡ÿ©£¦¥ÿ§§£¦ÿ¦¡ÿѳ«´´´ÿ£¦§¦¦ÿ£§
Îÿ§§ÿ¨ÿ¤©ÿ©«ÿ¤©ÿ¢©ÿÿ¦¦£¦§¤ÿ¦£¡§¡ÿ£¦§
¦ÿ¤ÿ¢§ÿ¦¡ÿ§Ê¡ÿª¤ÿ¡£ÿ¦¡ÿ£
156ãDnmÿLD67
L2678ÿ5ÿä7<=E73
å5n7ÿL2678
æ<ãÿ15l7
ÿ
ÿ
H6D<EÿKll8733
15n4D=4ÿJ7>
j77klDm3ÿ
çèéÿëÿìíîéÿïðñ
j77k7nl3
ò734ÿóDmÿ45ÿ15n4D=4ÿJ7>
å8<;D=mÿ:4D4767n4ù
ôõö÷ø
ú^acÿ|eaXÿ
TVxXU`^cxÿac^ÿÿ
xa{\W[ûÿ
ÿ
7ÿ
p9$ÿ 9ÿ9(ÿ+$#
Òÿÿ"ÿ$qÿ9ÿ ÿ"9ÿ 9ÿÿ$ÿ$#ÿ9(ÿ8 ÿ54ÿÿ50
ü ÿ ÿ#$ÿÿ ÿÿ
8##qÿ9ÿ× ÿÿ"9ÿÿ
8ÿ9ÿ9 ÿ 9q!ÿ
Òÿ ÿ #ÿ ÿ##ÿÿ
ÿ#"#ÿ9(ÿ 9qÿÿÿ
#ÿÿ8qÿ9×#ÿÿ
ÿÿ!üÿ
"!ÿÓÿ89 ÿ#ÿ !ÿÿ
ÿ
ÿ ÿ 9ÿ9ÿÿ$ÿq9 ÿ9qÿ9ÿ(Ôÿq9 ÿ"ÿ" ÿÿ qÿ(9ÿ9#
ÿ "9 ÿ(9ÿ
ÿÿ#ÿ9#9ÿÿ ÿ###ÿq9 ÿ$ #"ÿÿ$#ÿq9 ÿ9qÿ9 ÿ
"9qÿ #!ÿÿ
ÿ
ÿ
+
ÿ+$#ÿ#ÿ0ÿ#$ÿ#
ÿÿ # ÿ ÿ# ÿ ÿ+9#9ÿ(9ÿq9 ÿ8 #ÿ 7ÕÖÿ#"×ÿ ÿÿ ÿ
)ÿ9"9ÿ
ýþÿ0ÿ23ÿ450þ67589ÿ þ88 þÿ
( ÿ# ÿØ #9ÿ89 ÿq9 ÿ8 #ÿÿq9 ÿ #ÿ"#$ÿÿ"9#9ÿ(9ÿ
ÿÿp9ÿ ÿ#ÿ8 #ÿq9 ÿ8 #ÿ(ÿ!
ÿ"ÿÿÿ5)&44)0Ù,7.ÿÚ3&3)0%2%Ûÿ(9ÿÿ9)9)9ÿ"9#9!
ÿ
ÿ
ÿ
ÿ
ÿ
ÞSyÿdáÞÿ
ÿ
-o9 -p#$"qÿ+ -+#ÿ -+#ÿ -7/ -.ÿÿ+#r -9"ÿ0 -789 ÿ0 -789 ÿ9 -. ÿsÿp ÿ- ÿ9989*ÿt9
118!" #$!9181245%525&4'06561 11 !(!"91()()()"99! *
515
EXHIBIT B
012312456
789 ÿ 9ÿ ÿÿ ÿÿ ÿÿ98 ÿÿ 8
52ÿÐ8ÿ2450ÿ'ÿ53ÿ#ÿ245$
8ÿ9ÿ(#
Í
Ë ÿÌÿ
Î ÿÏ
Ñÿ+!ÿ 9ÿ#
´ +È ÉCH GCÊ
11 "& 8"#189 '8 '& '#' 9
M=ÿ9@0.43/
;M
245% M>;K M>;L
)* ÿÿ9 )+##8ÿ( 98 ) # 8ÿ( 98 )+, )8#ÿ7 -./
01234ÿ6347893:
;<=>><=??<>=>> ÿ
6@A3/:ÿ;<=>><BCDEFGHÿIJ=J<KLMLN
ÿ
ÿ
ÿ
OPPQRSTÿVQWXS
ÿ
OcQRTÿYRZ[\]S
YRZ[\]SÿYRZ[ÿ^_QW_]\
rQR_ÿY[ZZTÿsZZtu
YRZ[\]Sÿ̀Z_Pa]STÿ^_QW_]\
^_QW_]\ÿvZT]X[u
YXStÿrQR_ÿ^_QW_]\
BA3z8{8A80i|ÿ91j041Aÿ@jhÿ91j73j83j93
q98 ÿ9}ÿl ÿ&#ÿ#ÿ#8ÿ# 8 ÿ lÿl"ÿ~9 ÿ
9 ÿ#ÿ&ÿ& ÿ8ÿ& ÿp 8 ÿÿ8 ÿ9 ÿ98ÿ& ÿ8 8
9 ÿ! ÿÿ ÿlÿ8 "ÿm ÿ789 ÿ+8 ÿ
&& ÿ# ÿ#8ÿ ÿ& ÿ8ÿ9888#ÿ # ÿ8ÿ#8
! ÿ ÿ8l ÿl ÿ9ÿ## "
ÿ
H@081jf8h3ÿG9930@j93ÿf80ÿ.49@/3ÿ-1j041A/ÿi1.ÿ630
+## ÿÿ ÿ234444ÿl ÿ8 }ÿ& ÿ8
9888#ÿ#98ÿ ÿ ÿ789ÿ "
ÿ ÿÿ#8 898ÿ8ÿ#ÿ98 ÿ9 ÿ&ÿl
!98 "
8ÿ8 8ÿ88'& ÿ 898 ÿ9 ÿÿ& '8lÿ#"
8ÿ#ÿÿ}ÿ # ÿÿ ÿ4444ÿ9888#
#98"
ÿ
BA330ÿF@j@323j0ÿ6@78j/ÿ@jhÿ3{@03/
ÿ ÿÿ50ÿ8ÿ& ÿ8 8ÿ#"
898 ÿÿ ÿ ÿÿ$ÿ ÿ 8ÿ9 ÿ789 ÿ+8
ÿ ! ÿ8ÿ # ÿ ÿÿ 8ÿ9#8
* }ÿ(#98"
ÿ
Cj@4@AA3A3hÿ31408jÿDA828j@03/ÿDz04@ÿGh28j8/04@0873ÿ14g
3ÿCj8734/@AÿGh7@j0@3ÿBA330ÿ-@4hÿ134/:
lÿÿ8 8ÿ 98 ÿ 998 ÿ lÿ8#98ÿ8
lÿ#ÿ98#98 ÿ9 ÿ8ÿ 9#ÿ998 ÿ8#98
ÿp 98ÿlÿ& ÿlÿ8ÿ "
8ÿ&ÿ8#98ÿ98&98ÿ98ÿlÿ 9#
8 8ÿlÿÿ! "
+## ÿÿÿlÿ##8ÿ98&98'98ÿ ÿ9 "
ÿ
BA330ÿ-1j041A/
-1j041AA8jÿ.49@/3/ÿ8/ÿ03ÿ{3/0ÿf@iÿ01ÿg33ÿ.3Aÿ91/0/ÿh1fj|
/@78jÿi1.ÿ21j3iÿ@jhÿ43h.98jÿ4@.h
ÿ#ÿ 8ÿ99ÿ&ÿ# ÿ#"
ÿ& 98 ÿ8#98ÿ#8ÿÿ 9#ÿ ÿ ÿ8
8ÿ9 ÿ#8ÿ # "
8ÿ8 8ÿ 898 ÿ9}ÿ#8 898#ÿ ÿ # "
baZÿbQQ[cQdÿe[QW
bs
ÿ
Oww[xÿsQy
B84/0ÿH@23
E@/0ÿH@23
-12@jiÿH@23
H.2{34ÿ1ÿ389A3/
1j3ÿH.2{34
8ÿ-1h3
ÿ
D2@8AÿGhh43//
-1j0@90ÿF3:
f33gh@i/ÿ
ÿ¢ÿ£¤¥ ÿ¦§¨
f33g3jh/
©3/0ÿ@iÿ01ÿ-1j0@90ÿF3:
487@9iÿ60@0323j0¯
ª«¬®
°Z]_ÿya]Tÿ
PRuTQ\Z_uÿ]_Zÿÿ
u]xXSW±ÿ
² 8ÿ ÿ 9 8ÿÿ ÿÿ
!99lÿÿ} ÿÿ# ÿÿ
!ÿ8ÿÿ l "ÿ
³8ÿ 8ÿ 9ÿ ÿ99ÿÿ
ÿ98#9 8ÿ&ÿ l ÿÿÿ
98 ÿ ÿ!lÿ}98 ÿÿ
ÿÿ 8"²ÿ
ÿ
'´ 8 ÿ8#ÿ
µ¶·¸ÿº»ÿ¼½¸¶¾¿½ÀÁÿ¶ÀÀÃÄŶÿ
ÿ
ÆOvÿ̀ÆÿÇ
ÿ
ÿ
9 ÿ ÿ ÿ8ÿ ÿ& ÿ ÿ# 8 ÿ&ÿ8ÿ& ÿ8 8ÿ ÿÿÿ8 ÿ& ÿ ÿ 9ÿ98 ÿ ÿÿ50ÿ8ÿ 9ÿ ÿ&
8 8ÿ#"ÿ~9 ÿ #ÿ }ÿ ÿ#ÿ#8ÿ8ÿ ÿ!99lÿÿ# ÿÿ ÿ 9#ÿ& 98 ÿ#98ÿ ÿ98 ÿÿ "
8ÿ ÿÿ$ÿ ÿ 8ÿ98ÿ ! ÿ&ÿÿ#!9898ÿ&ÿÿ3ÿ ÿ 8ÿ9#8ÿ9 98ÿ ÿ 8ÿ9#8ÿ* }ÿ8ÿ ÿÿ3ÿ ÿ 8ÿ98ÿ
! "ÿ# ÿÿ! ÿ ÿ9 ÿ ÿ789 ÿ+8 ÿ ÿÿ8ÿ ÿ##8ÿÿ! ÿ98ÿ ÿ898 "ÿ ! ÿ ÿ!#ÿÿ&&9 ÿ&
98#99l"
ÿm ÿ 8ÿ9#8ÿ* }ÿ9ÿÿ #ÿ ÿ&ÿ& ÿ#98ÿ ÿ ÿ# ÿ998ÿ98 ÿ8ÿ! 8 &9"ÿÿÿ9ÿ&ÿ 9#9 98 ÿ9
99ÿ "& 89#88 }"#"ÿ 8ÿ9ÿÿ 9 ÿ }ÿ&ÿ(mÿm # 8 9 ÿ 98 ÿ 8lÿ(("
ÿl ÿ9ÿÿ 9 ÿ }ÿ&ÿ7""ÿq8}ÿ*98ÿ+ #998"
ÿ
ÿ
ÿ
ÿ
ÿ
)k )9#lÿ 8 )9ÿm )9ÿ )+, )* ÿÿ9n )8#ÿ7 )+!ÿ7 )+!ÿ )* ÿoÿ ÿ)m ÿm!pÿq
11 !"# 9 " 1 !124504$5245%2461 11 "& 8"#189 '8 '& '#' 9
515
EXHIBIT &
012212345
6789 ÿ 8ÿ6988ÿ ÿÿ6988ÿ6789ÿ ÿÿ6789
#ÿÕ7 ÿ2343ÿ&ÿ43ÿ8ÿ234Ö
)
Ò
Ð ÿÑÿ
Ó ÿÔ
×ÿ 7ÿÿ 78
Ä ÎDI HDÏ 7E«
11 %789 1%789 & 8&%988& &89 '
<?<ÿ:A{1/540
)
6789 ÿ8ÿ( *88ÿÿ8 7 ÿ(
?<
N?<L N?<M N?<@
)+8 ÿ( )6, ) ÿ- ./0
12345ÿ74589:4;
<=>??=>@@=?>?? ÿ
7AB40;ÿ<=>??=CDEFGHIÿJK>K=LMNMO
ÿ
ÿ
ÿ
PQQRSTUÿWRXYT
ÿ
PdRSUÿZS[\]^T
ZS[\]^TÿZS[\ÿ_`RX`^]
sRS`ÿZ\[[Uÿt[[uv
ZS[\]^Tÿa[`Qb^TUÿ_`RX`^]
_`RX`^]ÿw[U^Y\v
cb[ÿcRR\dReÿf\RX
ZYTuÿsRS`ÿ_`RX`^]
Pxx\yÿtRz
7A84ÿ/{ÿ12ÿL|ÿ{45ÿ}ABB2kÿg91~ÿ1~4ÿC/4B3AkÿHi8Ak1A}4ÿCB441 ¤¥¦§
c¨©t§ª
C9501ÿIA34
FA01ÿIA34
.A5i
~4ÿC/4B3AkÿHi8Ak1A}4ÿCB441.A5iÿÿ8ÿ%988ÿ ÿ ÿ8
n7ÿ 8nÿ7ÿ8ÿ ÿ8'8 8ÿ8ÿ%ÿ%988ÿ%789ÿ 9
ÿ8ÿ7n
4540ÿ~2gÿ1~4ÿC/4B3AkÿHi8Ak1A}4ÿCB441.A5iÿg9BBÿ~4B{ÿj2/5
/09k400;
.23{AkjÿIA34
I/345ÿ2ÿ4~9:B40
«~2k4ÿI/345
¬9{ÿ.2i4
ÿ
E3A9BÿHii5400
ÿ
7A89k}0
7A84ÿ/{ÿ12ÿL|ÿ8ÿ 99 ÿ ÿ97 8ÿ8 8ÿ 8 ÿn7ÿ8ÿ%789ÿÿ6789 ÿ8ÿ
I2ÿ440ÿ%ÿ8&7ÿ ÿÿ 7 9ÿ 8 8
.2k152B0
40159:1ÿ:A5iÿ{/5:~A09k}ÿÿ%789ÿÿ%789ÿ ÿ 8 8ÿ 9n
./012394ÿ{/5:~A04ÿB93910ÿ nÿn8ÿ%ÿ%789ÿ8ÿ 8ÿ 1ÿ 99
.2k152Bÿ5A/iÿ ÿ8 9&8ÿ8'ÿ ÿ8 9ÿ98ÿ ÿ7 77 9ÿ
G2k9125ÿA:19891jÿ ÿ 8ÿn7ÿ 7 ÿ 98ÿÿ8 9&8
.2k84k94k:4
C/4BÿA1ÿ2845ÿL????ÿB2:A192k0ÿ 8
9091ÿAkjÿ2ÿN????ÿB2:A192k0ÿ%ÿ 8 8ÿ7 8
C9kiÿ:2k84k94k1ÿB2:A192k0ÿÿ %789 ÿÿ8ÿÿÿÿÿ
GAkA}4ÿj2/5ÿB441ÿ ÿ8ÿ ÿ ÿ8ÿ%88ÿÿÿ 8ÿ
ÿ
ÿ
97 8ÿ8 8ÿ 8ÿ ÿ8ÿ7 8ÿ%ÿ 99 ÿ7 8ÿ 9nÿÿ- 98 8ÿ ÿ889ÿ8ÿ%789ÿ8ÿ 978 ÿ 7 ÿ 8ÿ ÿ9nÿÿ 99 ÿ7 8ÿÿ8ÿ 8 8 8
*8 ÿ8 ÿo8' ÿm9ÿ 9ÿ ÿ ÿÿ8 8ÿ8ÿ7 ¡8 ÿÿ%%878ÿ%ÿ 7 ÿÿ ÿÿ ÿ ÿ
.2k1A:1ÿG4;
g44hiAj0ÿ
®¯ÿ±ÿ²³´¯ÿµ¶·
g44h4ki0
¸401ÿ¹Ajÿ12ÿ.2k1A:1ÿG4;
«598A:jÿ71A1434k1¿
º»¼½¾
À[^`ÿzb^Uÿ
QSvUR][`vÿ^`[ÿÿ
v^yYTXÁÿ
Â6789 ÿ ÿ8 ÿ7ÿ8ÿÿ
9nÿÿ88ÿÿ 98ÿ
ÿ ÿ7ÿ8 9n88 ÿÿ
Ãÿ87ÿÿ ÿ98ÿÿ
8ÿ 8 ÿ%ÿ8 9n88ÿÿÿ
8 9ÿ ÿ nÿ ÿÿ
ÿÿ888 Âÿ
ÿ
&Ä8 89ÿ ÿ
ÅÆÿÇÈÿÉÆÊËÿÊÊÿ
ÿ
̦Pwÿa©Ì¦ÿÍ
ÿ
6789 ¢ÿÿÿ888ÿ8 ÿ%ÿ6(££o ÿo8 98ÿ8ÿ nÿ((
ÿ
ÿ
ÿ
ÿ
ÿ
)l 8 )m nÿ8 8 )8ÿo8 )8ÿ+ )6, )*88ÿÿ8p ) ÿ- ) 7ÿ- ) 7ÿ6988 )*8 ÿqÿm8 ÿ)o8ÿo 9 'ÿr9
11 8 8 1 8 1234!3"343#23#$1 %789 1%789 & 8&%988& &89 '
414
EXHIBIT D
Save 10¢* ON EVERY GALLON
of BP fuel for the first year!
Tip-On Card
FPO
ABC Company
Attn: Name or Title or default to President
1234 Main Street
Your Town, IL 12345-6789
Save
Dear [Name or Title or default to Company Name]:
Rising fuel prices can be costly for your business, even if you only use a few
vehicles. But there is a way to reduce your overall fuel costs.
The BP BusinessSolutions Universal Fuel MasterCard ® helps you
control your fuel costs.
¢
10
*
on every gallon of BP fuel.
Save BIG on fuel at BP.
• Use the card at any fuel location
that accepts MasterCard
• Save 10¢* per gallon on BP fuel purchased during the first 12 months!
• Control purchases
Use the card at any fuel location that accepts MasterCard.
• Monitor spending
• Avoid wasting time searching for fuel. If a BP is not nearby, use the card at any
fuel location that accepts MasterCard.
• Stop worrying about unauthorized purchases. Easy-to-use online controls
allow you to authorize each card for “fuel only” or “fuel and maintenance only”
purchases.
• Reduce fraud
• Minimize paperwork
Save even more time and money with detailed reporting.
• Get access to real-time online reporting that tracks every card transaction.
• Monitor activity to prevent unauthorized purchases.
• Easily customize reports to suit your business’s needs.
• Eliminate the hassle of tracking down receipts and expense reports.
Get started today.
Just use one of our easy ways to reply today.
y
Sincerely,
Customer
code:XXXXXXXXXX
Promocode:BP2017Q4AA
Offerexpires:11/30/2017
Matt Nicholson
SVPof Marketing
BP Business Card Services
*Limited time offer valid for new BP Business Solutions Universal MasterCard® Card applications received from 10/1/2017 through 12/31/2017. Application must be submitted through a Sales
Representative. New approved accounts will earn 10 cents per gallon rebate on BP fuel purchases in the first twelve months after account opening. Rebates are cents per gallon based on the
number of gallons purchased at BP locations per billing cycle. The maximum rebate earnings are on 500 gallons per month regardless of billing terms. Purchasesmust be made with your BP
Business Solutions MasterCard and the account must be in good standing. Rebates will be reflected on your billing statement in the form of a statement credit. Rebates are subject to change
at any time without notice. Rebates may not be allowed where prohibited by law and apply only to fuel purchases made at participating BP branded locations in the U.S. Only “road” (low sulfur)
diesel is eligible for a rebate. Not valid on aviation, bulk fuel, propane, or natural gas purchases.
The BP Business Solutions MasterCard® is issued by Regions Bank, pursuant to a license by MasterCard International Incorporated. MasterCard is a registered trademark of MasterCard
International Incorporated.
00716
CALL OR APPLY ONLINE TODAY
It’s easy to start saving money with the BP Business Solutions Universal Fuel
MasterCard. Start the application process right now.
Call 1-XXX-XXX-XXXX
to speak with a
representative or,or
Promo Code: BP2017Q4AA
Visit
www.bpbusinesssolutions.com/save
EXHIBIT E
EXHIBIT F
012312456
7899ÿ9ÿ99ÿÿ99ÿ9ÿ8ÿÿÿ9
Ò ÿÓÿÔ
@
O
Õ ÿÖ
O@=M O@=N O@=A ×ÿ #ÿ 8ÿ" 9
Ç# HI I¯ HIÑ
11 !'9!"#1'98999'99"! (
A?ÿ;B|20651
3ÿ79"ÿ2454ÿÿ3ÿ9 ÿ245&
*
9ÿ89ÿ)#"# +99ÿÿ89
* ""#ÿ)#8 *,9" ÿ)#8 * - *#"ÿ. /01
23456ÿ8569:;5<
=>?@@>?AA>@?@@ ÿ
8BC51<ÿ=>?@@>DEFGHIJÿKL?L>MNONP
ÿ
ÿ
ÿ
QRRSTUVÿXSYZU
QeSTVÿ[T\]^_U
[T\]^_Uÿ[T\]ÿ̀aSYa_^
dc\ÿdSS]eSfÿg]SY
`aSYa_^ÿx\V_Z]w
[ZUvÿtSTaÿ̀aSYa_^
8B95ÿ0|ÿ23ÿ=@}ÿ|56ÿ~BCC3lÿ3lÿj:515Cÿ05Cÿh:2ÿh3C51BC5>
B15jÿ|6:;:l~
¨©ª«d¬u«®
ÿ
tSTaÿ[]\\Vÿu\\vw
[T\]^_Uÿb\aRc_UVÿ̀aSYa_^
5ÿD05C4Blÿ:515CÿIj9Bl2B~5ÿDC552/B6jÿ#''9ÿ 9ÿ 9
8ÿ'#ÿ 9oÿ9ÿ#'ÿ899ÿ'9!ÿÿ88#ÿ#ÿ #99
9ÿ 8"8ÿ#ÿ " 9ÿ"## ÿÿ989ÿ9 #8ÿ"
9ÿo#ÿ89 ÿ ÿ#ÿ50ÿ8ÿ#9ÿ'9ÿ99ÿ"#
# ÿ'9ÿ 9ÿ#8#8ÿÿ 9ÿ 998#ÿ#'ÿ89ÿ 9'
ÿ'!
5651ÿ3hÿ25ÿD05C4Blÿ:515CÿIj9Bl2B~5ÿDC552/B6jÿh:CCÿ5C|
k306ÿ01:l511<
D:612ÿJB45
GB12ÿJB45
/34|BlkÿJB45
J0456ÿ3ÿ5:;C51
¯3l5ÿJ0456
°:|ÿ/3j5
ÿ
F4B:CÿIjj6511
ÿ
8B9:l~1
/3l2B;2ÿH5<
h55ijBk1ÿ
±²³ÿµÿ¶·¸³ÿ¹º»
h55i5lj1
¼512ÿ½Bkÿ23ÿ/3l2B;2ÿH5<
¯6:9B;kÿ82B2545l2Ã
¾¿ÀÁÂ
8B95ÿ0|ÿ23ÿ=@}ÿ 9ÿ#ÿ#ÿ899ÿ'9ÿ 8 ÿ #999ÿ 8"8
J3ÿ551ÿ'#ÿ9 ÿ"8#ÿ#ÿÿ9 9 8
Ä\_aÿ{c_Vÿ
RTwVS^\awÿ_a\ÿÿ
w_zZUYÅÿ
/3l263C1
5126:;2ÿ;B6jÿ|06;B1:l~ÿ#ÿ'9ÿ#ÿ'9ÿÿ89"9ÿ#o
/01234:5ÿ|06;B15ÿC:4:21ÿoÿo 9ÿ#'ÿ'9ÿ89ÿ9ÿ1#ÿ#
/3l263Cÿ6B0jÿ 8 ÿ989ÿ9(ÿÿ98ÿ9ÿ#ÿÿ"8#
H3l:236ÿB;2:9:2kÿÿ9ÿo#ÿ""#ÿ#89ÿ8ÿ989
Æ9ÿ ÿ89ÿÿ 9ÿÿ
88oÿ#ÿ¢99 ÿÿ"#9ÿÿ
ÿ#ÿ#ÿ9 #o99!ÿ
ÿ9ÿ 8ÿ ÿ889ÿÿ
9ÿ8"89ÿ#'ÿ9 #o99ÿÿÿ
98ÿÿoÿ #¢8ÿÿ
ÿÿ999!Æÿ
/3l95l:5l;5
ÿ
Qyy]zÿuS{
D05CÿB2ÿM@@@@ÿC3;B2:3l1ÿ8# 89
:1:2ÿBlkÿ3ÿOM@@@ÿC3;B2:3l1ÿ'#ÿ89"9ÿ " 9
Fl63CCÿ:lÿB0234B25jÿ2Bÿ65|362:l~ÿ'#ÿ#''#ÿ899ÿÿp ÿ'88ÿ #9
D:ljÿ;3l95l:5l2ÿC3;B2:3l1ÿ8ÿ !'9!"#ÿ#ÿ 9ÿÿÿÿ
HBlB~5ÿk306ÿC552ÿ#ÿ 9ÿ#ÿ 8 ÿ 9ÿ'99ÿÿÿ #9ÿ
ÿ
Ç99ÿ#"#ÿ
ÈÉÿÊËÿÌÉÍÎÿÍÍÿ
ÿ
ϪQxÿbϪÿÐ
ÿ
ÿ
ÿ¡ #99ÿ"#ÿ""9ÿÿ"#ÿ#'ÿ'9ÿ ÿÿÿ8ÿ#ÿ"#9ÿ'98 ÿÿ"8#ÿ'99!ÿ"ÿ8ÿoÿ9ÿ#ÿ 9ÿ¢9ÿÿ 9ÿ98ÿ 8"9
#'ÿ'9ÿ8ÿ 9ÿ¢9!
ÿÿ99ÿ8"8 ÿ9oÿ # ÿ ÿ#ÿ99ÿ'99ÿ ÿ" 9ÿ'#ÿ#ÿ'9ÿ99ÿ #ÿ#ÿÿ9ÿ'9ÿ #ÿ98£9ÿ8ÿ#'ÿ ÿ#
50ÿ#ÿ 98ÿ#9ÿ'9ÿ99ÿ"#!
9¤ÿ8ÿÿ9899ÿ9¢ÿ#'ÿ)¥¥p¦§ÿp9" ##89ÿ¦ 98ÿ# oÿ))!
ÿ
ÿ
ÿ
ÿ
ÿ
*m#9 *n8"oÿ99 *89ÿp9 *89ÿ, * - *+99ÿÿ89q *#"ÿ. * #ÿ. * #ÿ99# *+9 ÿrÿn9 ÿ*p 9ÿp## #(ÿs#
11 9 !" 89!#1 9 1245$4%425&26401 11 !'9!"#1'98999'99"! (
515
EXHIBIT G
EXHIBIT H
EXHIBIT I
EXHIBIT J
EXHIBIT K
CONFIDENTIAL
PO Box 923928
Norcross, GA 30010
6/12/2015
Customer Name
Contact
Street
City, State Zip
Dear Contact;
As a valued partner, we pride ourselves on keeping an eye on future trends and best practices for our clients.
Businesses across the United States are taking steps to do something about their fleet’s CO2 emissions. Whether it is
investing in electric motor vehicles, CNG, or other alternative energy vehicles, leading companies like AT&T, Waste
Management and many others are working to implement sustainability programs. You have probably seen the
marketing on the sides of their vehicles. Along with a desire to do-good, these companies have figured out that
today’s consumers and corporate buyers are more loyal to companies that give back and go green. In fact, surveys
we have seen say that:
x
x
“55% percent of consumers surveyed are willing to pay more for goods and services from companies that have
implemented programs to give back to society.” – Nielsen, 2014
“84% of American consumers report they consider sustainability when making purchasing decisions.”
– Hartman Group, 2014
With this in mind we are excited to announce The Clean Advantage Program, a turnkey sustainability program,
brought to you by Universal Advantage and GreenPrint. This program automatically calculates your fleet’s CO2
emissions and reduces them by up to 50% through proportionate investments in projects that sequester CO2 from
the atmosphere making your vehicles the cleanest on the road – even cleaner than electric or CNG vehicles. The
Clean Advantage Program invests in many projects that not only reduce CO2, but also help to provide habitats for
wildlife, clean landfills, and develop local parks and recreational space for people to enjoy. For perspective, each
new tree planted removes up to 500 pounds of CO2 in its lifetime.
You can leverage this program to build goodwill in your community, with your employees, your clients and
prospective customers. As a member of the Clean Advantage program you can use the program logo and
description on your website, in your collateral and on your vehicles. Just visit www.CleanAdvantageProgram.com
at any time to view the program details, download collateral, and view the projects you are supporting. Upon
request, we will also provide you with an annual e-certificate to show how many pounds of CO2 you have reduced.
Best of all, you do not have to do anything to take advantage of this great program. Just keep using your Universal
Advantage card as you do today. Beginning July 15th for $0.05 per gallon each month we will calculate and offset
your vehicles’ CO2 emissions and invest proportionately in certified emission reduction projects. If you would like
more information please visit www.CleanAdvantageProgram.com.
Together we can build a better future and ensure a more sustainable and healthy tomorrow.
Building Businesses Together,
The Universal Advantage Team
We hope you enjoy the benefits this program offers and wish to remain enrolled.
Should you wish to un-enroll at any time please call customer service at 1-855-294-6080.
FLT_FTCSUPP_000448
EXHIBIT L
Use FleetAdvance and stop
CONFIDENTIAL
leaving money
on the table!
→ Comdata® FleetAdvance
Driving Smarter Fuel Choices
4.19
What are you doing to reduce your fuel costs?
3.99
Fleets using FleetAdvance can save up to
20c/gallon.*
→ Scoring
› Each transaction is scored based on the price paid at the pump vs. price
available at nearby locations.
› Identify opportunities for savings!
Comd
a
ta Fle
NOTIF etAdvance
ICATIO
N
→ Notifications
› Set alerts via e-mail or text any time a transaction occurs outside of your
configured limits.
› Take action to save on fuel on your next purchase.
→ Dashboard
› Consolidated view of your account activity.
› Turn data into savings!
Fuel Spend: $500
Fuel Savings: $2500
Driver Ranking
Driver ID - 999
Best
→ Route Planning
› Determine the best fuel pricing along your planned routes.
› Know you’re getting the lowest prices before you hit the road.
Driver ID - 836
$30.77
Driver ID - 528
$34.96
Driver ID - 371
$45.28
Driver ID - 902
$64.32
Driver ID - 156
$70.77
Driver ID - 287
$124.85
Driver ID
EMP999
Transaction Date
3/22/13 7:56 AM
Net Price
$4.23
Amount Off Low
-$.38
Card Number
3333
* Fleets using FleetAdvance see an average score improvement of over 10 points.
FleetAdvance is provided to you free, without obligation, for 60 days after account set up.
FLT_FTCSUPP000454
Following the trial, your account will be charged $29.97/mo.
If you decide to discontinue
using FleetAdvance, simply call Customer Service at 1-800-771-6075 to opt out.
This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.