UNITED STATES OF AMERICA

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BEFORE THE FEDERAL TRADE COMMISSION

IN THE MATIER OF

FLEETCOR TECHNOLOGIES, INC., a

corporation, and

Docket No. D-9403

RONALD CLARKE, individually and as an

officer of FleetCor Technologies, Inc.

AGREEMENT CONTAINING CONSENT ORDER WITH RESPONDENTS

CORPA Y, INC. ffORt'1ERLY KNOWN AS FLEETCOR TECHNOLOGIES, INC.)

AND RONALD CLARKE

On December 20, 2019, the Federal Trade Commission ("Commission") filed suit against

Corpay, Inc. ("Corpay")- F/K/A FleetCor Technologies, Inc.- and Ronald Clarke in the

Northern District of Georgia (together, "Respondents"). The lawsuit involved fuel cards that

Corpay marketed and sold. The district court entered summary judgment for the Commission on

August 9, 2022, and granted the Commission's motion for a permanent injunction on June 8,

2023. On Januaiy 6, 2026, the Eleventh Circuit affirmed in part and vacated in part, including

vacating the injunction against Clarke.

On August 11, 2021, the Commission issued an administrative Complaint against

Respondents alleging violations of Section 5 of the FTC Act. That Complaint has been stayed

since August 25, 2021.

The Commission's Bureau of Consumer Protection ("BCP") and Respondents,

individually and through their duly authorized officers and attorneys, enter into this Agreement

Containing Consent Order ("Consent Agreement") to resolve the allegations in the Complaint

against Respondents through a proposed Decision and Order to present to the Commission,

which is also attached and made a part of this Consent Agreement.

IT IS HEREBY AGREED by and between Respondents and BCP that:

l . Respondent Corpay, Inc. is a Delaware corporation with its principal place of

business at 3280 Peachtree Road, Atlanta, Georgia.

2. Respondent Ronald Clarke is the Chief Executive Officer of Corpay and has the

same principal place of business as Corpay.

3. Respondents have been served with a copy of the administrative Complaint issued by

the Commission charging them with violations of the Federal Trade Commission Act.

4. Only for purposes of this action, Respondents admit the facts necessary to establish

jurisdiction. The signing of this agreement is for settlement purposes only and does

not constitute an admission by Respondents that the law has been violated as alleged

in the Complaint, or that the facts as alleged in the Complaint, other than

jurisdictional facts, are true.

5. Respondents waive:

a. Any further procedural steps;

b. The requirement that the Commission's Decision and Order contain a statement

of findings of fact and conclusions of law;

c. All rights to seek judicial review or otherwise to challenge or contest the validity

of the Decision and Order issued pursuant to this Consent Agreement; and

d. Any claim under the Equal Access to Justice Act.

6. This Consent Agreement will not become part of the public record of the proceeding,

unless and until it is accepted by the Commission. If the Commission accepts this

Consent Agreement, the Commission will place it, together with the proposed Decision

and Order, an explanation of the provisions of the proposed Decision and Order, and

any other information that helps interested persons understand the proposed Decision

and Order on the public record for receipt of comments for 30 days. Acceptance does

not constitute final approval, but it serves as the basis for further actions leading to final

disposition of the matter.

7. This Consent Agreement contemplates that, if the Commission accepts the Consent

Agreement, the Commission thereafter may withdraw its acceptance of this Consent

Agreement and notify Respondents, in which event the Commission will take such

action as it may consider appropriate. If the Commission does not subsequently

withdraw such acceptance pursuant to the provisions of Commission Rule 3.25(f),

16 C.F.R. § 3.25(f), the Commission may, without further notice to Respondent, issue

the attached Decision and Order in disposition of the proceeding.

8. Respondents agree that service of the Order may be effected by its publication on the

Commission's website (fie.gov), at which time the Order will become final. See Rule

2.32(d) . Respondents waive any rights they may have to any other manner of se1vice.

See Rule 4.4.

9. When final, the Decision and Order will have the same force and effect and may be

altered, modified, or set aside in the same maimer and within the same time provided

by statute for other Commission orders.

l 0. The Complaint may be used in construing the terms of the Decision and Order. No

agreement, understanding, representation, or interpretation not contained in the

Decision and Order or in this Consent Agreement may be used to vary or contradict

the terms of the Decision and Order.

11. By signing this Consent Agreement, Respondents represent and wa1rnnt that:

a. They can fu lfi ll all the tenns of and accomplish the full relief contemplated by the

Decision and Order; and

b. All parents, subsidiaries, affiliates, and successors necessa1y to effectuate the fu ll

relief contemplated by this Consent Agreement and the Decision and Order are

parties to this Consent Agreement and are bound as if they had signed this

Consent Agreement and were made parties to this proceeding, or are within the

control of parties to this Consent Agreement and the Decision and Order.

12. Each Respondent agrees to comply with the terms of the proposed Decision and

Order from the date that Respondent signs this Consent Agreement. Respondents

understand that they may be liable for civil pena lties and other relief for each

violation of the Decision and Order after it becomes final.

13. Respondents agree that they will not oppose in FTC v. FleetCor Technologies, Inc. et

al., Case No. 1: l 9-cv-05727 (N .D. Ga.), the entry against Clarke of the same

permanent injunction that com1 previously entered aga inst him (attached), except

omitting as to Clarke subpa11s Section II.a.1&2.

14. Respondents agree that nothing in this Consent Agreement or in the Decision and

Order alters, modifies, or limits in any way the Order for Pemrnnent Injunction and

Other Relief entered by the U.S. District Com1 for the N011hern District of Georgia on

June 8, 2023 (the "Corpay Injunction"), as it pe11ains to Corpay, Inc., fo1merly known

as FleetCor Technologies, Inc.

15. Counsel for BCP agree that the Decision and Order, which includes payment by

Respondents of$100 mi ll ion in moneta1y relief, settles and releases a ll c la ims by

BCP in the pending administrative action, Commission's Docket No. D-9403, any

remaining umesolved claims in the action styled Federal Trade Commission v.

FleetCor Teclinologies, Inc. et al., Case No. I :19-cv-05727, and all conduct by

Respondents prior to the date of this Consent Agreement related to those matters.

CORPAY, INC. and RONALD CLARKE

FEDERAL TRADE COMMISSION

~~;,J JL~

By: /s/ Christopher Mufarrige

Clu·istopher Mufarrige

Director

Bureau of Consumer Protection

beha If of Corpay, Inc.

Date:

_ J_,_l<_/_i{.e_ _

Date: 9/ 16/2026

~ /4J/I.

By:

Benjamin M. Mundel

Sidley Austin LLP

Counsel for Corpay, Inc.

By: Isl Levi W. Swank

Levi W. Swank

Deputy Director for Litigation

Bureau of Consumer Protection

Date:

Date: 9116/2026

September 16, 2026

By: - - - - -- -- - John Villafranca

Kelley D1ye & Wan-en LLP

Counsel for Ronald Clarke

Date:

September 16. 2026

ATTACHMENT A

To Agreement Containing Consent Order

1823000

UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

COMMISSIONERS:

Andrew N. Ferguson, Chairman

Mark R. Meador

In the Matter of

FleetCor Technologies, Inc., a corporation,

and

Docket No. D-9403

Ronald Clarke, individually and as an officer

of FleetCor Technologies, Inc.

DECISION

On December 20, 2019, the Federal Trade Commission (“Commission”) filed suit against

Corpay, Inc. (“Corpay”)—F/K/A FleetCor Technologies, Inc.—and Ronald Clarke (together,

“Respondents”) in the Northern District of Georgia. The lawsuit alleged five counts of violations

of Section 5 of the FTC Act concerning Corpay’s fee practices and marketing representations

involving fuel cards that Corpay marketed and sold. The district court entered summary

judgment for the Commission on all counts against both Respondents on August 9, 2022, and

issued a permanent injunction against both Respondents on June 8, 2023. On January 6, 2026,

the Eleventh Circuit affirmed the district court’s liability determination against Corpay on all

five counts, affirmed the permanent injunction against Corpay, and affirmed the liability

determination against Clarke on all counts except for Count II. FTC v. Corpay, Inc., 164 F.4th

807 (11th Cir. 2026). The Eleventh Circuit “vacated the injunction against Clarke and

remand[ed] to the district court to account for the lack of summary judgment on Count II.” Id. at

833–34.

On August 11, 2021, following the Supreme Court’s holding in AMG Capital

Management, LLC v. FTC, 593 U.S. 67 (2021), the Commission issued an administrative

complaint (“Complaint”) challenging the same acts and practices of the Respondents as

challenged, and later adjudicated, in the federal court action. The Commission’s Bureau of

Consumer Protection (“BCP”) filed the Complaint, which charged the Respondents with

violating the Federal Trade Commission Act.

Respondents and BCP thereafter executed an Agreement Containing Consent Order

(“Consent Agreement”). The Consent Agreement includes: 1) an admission by Respondents of

all of the facts in the Complaint necessary to establish jurisdiction; 2) a statement that the signing

of the Consent Agreement is for settlement purposes only and does not constitute an admission

by Respondents that the law has been violated as alleged in the Complaint, or that the facts as

alleged in the Complaint, other than jurisdictional facts, are true; 3) waivers and other provisions

as required by the Commission’s Rules; and 4) a proposed Decision and Order.

The Secretary of the Commission thereafter withdrew the matter from adjudication in

accordance with Section 3.25(c) of the Commission’s Rules, 16 C.F.R. § 3.25(c) (“Rule 3.25”),

pending a determination by the Commission.

The Commission then accepted an executed Consent Agreement and placed it on the

public record for a period of 30 days for the receipt and consideration of public comments. The

Commission duly considered any comments received from interested persons pursuant to

Rule 2.34. Now, in further conformity with the procedure prescribed in Rule 3.25(f), the

Commission makes the following Findings and issues the following Order:

Findings

1. The Respondents are:

a. Respondent Corpay, Inc. is a Delaware corporation with its principal place of

business at 3280 Peachtree Road, Suite 2400, Atlanta, Georgia, 30305.

b. Respondent Ronald Clarke is the Chief Executive Officer of Corpay and has the

same principal place of business as Corpay.

2. The Commission has jurisdiction over the subject matter of this proceeding and over

the Respondents, and the proceeding is in the public interest.

ORDER

Definitions

For purposes of this Order, the following definitions apply:

1. “Respondents” means the Corporate Respondent and the Individual Respondent,

individually, collectively, or in any combination.

a. “Corporate Respondent” means Corpay, Inc., formerly known as FleetCor

Technologies, Inc., and its successors and assigns.

b. “Individual Respondent” means Ronald Clarke.

Provisions

I. Monetary Relief

IT IS ORDERED that:

A. Respondents must pay to the Commission $100,000,000 as monetary relief.

B. Such payment must be made within 8 days of the effective date of this Order by

electronic fund transfer in accordance with instructions provided by a representative of

the Commission.

II. Additional Monetary Provisions

IT IS FURTHER ORDERED that:

A. Respondents relinquish dominion and all legal and equitable right, title, and interest in all

assets transferred pursuant to this Order and may not seek the return of any assets.

B. The facts alleged in the Complaint will be taken as true, without further proof, in any

subsequent civil litigation by or on behalf of the Commission to enforce its rights to any

payment pursuant to this Order, such as a nondischargeability complaint in any

bankruptcy case.

C. The facts alleged in the Complaint establish all elements necessary to sustain an action by

or on behalf of the Commission pursuant to Section 523(a)(2)(A) of the Bankruptcy

Code, 11 U.S.C. § 523(a)(2)(A), and this Order will have collateral estoppel effect for

such purposes.

D. All money paid to the Commission pursuant to this Order may be deposited into a fund

administered by the Commission or its designee to be used for relief, including consumer

redress and any attendant expenses for the administration of any redress fund. If a

representative of the Commission decides that direct redress to consumers is wholly or

partially impracticable or money remains after redress is completed, the Commission may

apply any remaining money for such other relief (including consumer information

remedies) as it determines to be reasonably related to Respondents’ practices alleged in

the Complaint. Any money not used is to be deposited to the U.S. Treasury.

Respondents have no right to challenge any activities pursuant to this Provision.

E. In the event of default on any obligation to make payment under this Order, interest,

computed as if pursuant to 28 U.S.C. § 1961(a), shall accrue from the date of default to

the date of payment. In the event such default continues for 10 days beyond the date that

payment is due, the entire amount will immediately become due and payable.

F. Each day of nonpayment is a violation through continuing failure to obey or neglect to

obey a final order of the Commission and thus will be deemed a separate offense and

violation for which a civil penalty shall accrue.

G. Respondents acknowledge that their Taxpayer Identification Numbers (Social Security or

Employer Identification Numbers), which Respondents have previously submitted to the

Commission, may be used for collecting and reporting on any delinquent amount arising

out of this Order, in accordance with 31 U.S.C. § 7701.

III. Customer Information

IT IS FURTHER ORDERED that Respondents must directly or indirectly provide

sufficient customer information to enable the Commission to efficiently administer consumer

redress. If a representative of the Commission requests in writing any information related to

redress, Respondents must provide it, in the form prescribed by the Commission representative,

within 14 days.

IV. Acknowledgments of the Order

IT IS FURTHER ORDERED that each Respondent, within 10 days after the effective date

of this Order, must submit to the Commission an acknowledgment of receipt of this Order sworn

under penalty of perjury.

V. Order Effective Dates

IT IS FURTHER ORDERED that this Order is final and effective upon the date of its

publication on the Commission’s website (ftc.gov) as a final order. This Order will terminate 20

years from the date of its issuance (which date may be stated at the end of this Order, near the

Commission’s seal), as long as Respondents have met all their obligations under the Order.

By the Commission, Chairman Ferguson recused.

[April J. Tabor]

Secretary

SEAL:

ISSUED:

ATTACHMENT B

To Agreement Containing Consent Order

Case 1:19-cv-05727-AT Document 355 Filed 06/08/23 Page 1 of 22

THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF GEORGIA

ATLANTA DIVISION

FEDERAL TRADE COMMISSION,

Plaintiff,

Civil Action No. 1:19-cv-5727-AT

FLEETCOR TECHNOLOGIES, INC.,

et al.,

Defendants.

ORDER FOR PERMANENT INJUNCTION

AND OTHER RELIEF

Plaintiff, the Federal Trade Commission (“Commission” or “FTC”), filed its

Complaint for Permanent Injunction and Other Equitable Relief (“Complaint”) in this

matter, pursuant to Section 13(b) of the Federal Trade Commission Act (“FTC Act”),

15 U.S.C. § 53(b). The Court entered summary judgment in the FTC’s favor on all

counts on August 9, 2022. (Summary Judgment Order, Doc. 306.)

THEREFORE, IT IS ORDERED as follows:

FINDINGS

This Court has jurisdiction over the subject matter of this case pursuant

to 28 U.S.C. §§ 1331, 1337(a), and 1345, and has jurisdiction over all the parties

hereto.

Case 1:19-cv-05727-AT Document 355 Filed 06/08/23 Page 2 of 22

Venue in this district is proper under 28 U.S.C. § 1391(b)(1), (b)(2),

(c)(1), (c)(2), and (d), and 15 U.S.C. § 53(b).

This is an action instituted by the FTC. The Complaint charges that

Defendants have engaged in deceptive and unfair acts or practices in violation of

Section 5 of the FTC Act, 15 U.S.C. § 45, in the promoting, offering for sale, and

servicing of FleetCor’s fuel card products. The Complaint seeks permanent

injunctive relief and other relief for the Defendants’ deceptive and unfair acts or

practices as alleged therein.

The FTC has the authority under the FTC Act to seek the relief it has

requested. 15 U.S.C. § 53.

The FTC is authorized to initiate federal district court proceedings by its

own attorneys to enjoin violations of the FTC Act. 15 U.S.C. § 53(b).

The activities of Defendants, as alleged in the Complaint, were in or

affecting commerce, as defined in Section 4 of the FTC Act, 15 U.S.C. § 44.

It is proper in this case to issue a permanent injunction containing the

provisions set forth below.

DEFINITIONS

For the purpose of this Order, the following definitions apply:

“Add-On Product or Service” means any product or service related to

Defendants’ Payment Products that consumers are not required to enroll in or pay for

in order to obtain, use, or maintain a Payment Product account.

Case 1:19-cv-05727-AT Document 355 Filed 06/08/23 Page 3 of 22

“Clear(ly) and Conspicuous(ly)” means that a required disclosure is difficult

to miss (i.e., easily noticeable) and easily understandable by ordinary consumers,

including in all of the following ways:

In any communication that is solely visual or solely audible, the

disclosure must be made through the same means through which the communication

is presented. In any communication made through both visual and audible means,

such as a television advertisement, the disclosure must be presented simultaneously in

both the visual and audible portions of the communication even if the representation

requiring the disclosure is made in only one means.

A visual disclosure, by its size, contrast, location, the length of time it

appears, and other characteristics, must stand out from any accompanying text or

other visual elements so that it is easily noticed, read, and understood.

An audible disclosure, including by telephone or streaming video, must

be delivered in a volume, speed, and cadence sufficient for ordinary consumers to

easily hear and understand it.

In any communication using an interactive electronic medium, such as

the Internet or software, the disclosure must be unavoidable.

The disclosure must use diction and syntax understandable to ordinary

consumers and must appear in each language in which the representation that requires

the disclosure appears.

Case 1:19-cv-05727-AT Document 355 Filed 06/08/23 Page 4 of 22

The disclosure must comply with these requirements in each medium

through which it is received, including all electronic devices and face-to-face

communications.

The disclosure must not be contradicted or mitigated by, or inconsistent

with, anything else in the communication.

When the representation or sales practice targets a specific audience,

such as children, the elderly, or the terminally ill, “ordinary consumers” includes

reasonable members of that group.

“Defendants” means the Individual Defendant and the Corporate Defendant,

individually, collectively, or in any combination.

“Corporate Defendant” means FleetCor Technologies, Inc. and its

successors and assigns.

“Individual Defendant” means Ronald Clarke.

“Express Informed Consent” means an affirmative act communicating

unambiguous assent to be charged, made after receiving and in close proximity to a

Clear and Conspicuous disclosure of the following information related to the

charge(s): (a) the product, service, fee, or interest associated with the charge; (b) the

specific amount of the charge; (c) whether the charge is recurring and the frequency

of recurrence; and (d) under what circumstances the charge will be incurred. The

following are examples of what does not constitute Express Informed Consent to be

charged:

Case 1:19-cv-05727-AT Document 355 Filed 06/08/23 Page 5 of 22

Assent obtained solely through the use or continued use of Corporate

Defendant’s Payment Products;

Assent that Corporate Defendant reserves the right to change the amount

or terms of the charge, without separately having obtained from the consumer an

affirmative action communicating assent for the particular change in the amount or

terms of the charge;

Assent to more than one charge through a single expression of assent;

Assent obtained only after a consumer has been charged, including

through disclosure on the consumer’s billing statement, without a separate affirmative

act of assent by the consumer; and

Assent obtained solely through any practice or user interface that has the

substantial effect of subverting or impairing consumer autonomous decision-making

or choice, including but not limited to using text that is not easily legible. Material

terms may not be disclosed behind a hyperlink or tooltip but can be disclosed in a

dropdown icon or pop-up that requires consumers to provide assent immediately after

the disclosure of the material terms.

Provided, also, that with respect to a charge for a product or service offered by

a third party and purchased through Corporate Defendant’s Payment Products,

“Express Informed Consent” means that the user of the Payment Product has

presented the Payment Product or account information at the point of sale. This is

sufficient “Express Informed Consent,” unless the Defendants know or should know

Case 1:19-cv-05727-AT Document 355 Filed 06/08/23 Page 6 of 22

that the charge was unauthorized, for example through complaints or other

information indicating fraud or misuse of Payment Products, or otherwise not

allowable under federal regulations and laws.

“Payment Product” means any product or service sold in the United States to

be used to make payments in connection with fuel-related purchases, including but

not limited to fuel cards, credit cards, payment cards, purchasing cards, virtual cards,

mobile applications, electronic payment platforms, or other means of payment.

ORDER

I. ADD-ON PRODUCTS OR SERVICES

IT IS ORDERED that Defendants are permanently restrained and enjoined

from selling or charging for Add-On Products or Services without first securing a

customer’s Express Informed Consent to charge for each particular Add-On Product

or Service charged. In obtaining Express Informed Consent, Defendants must Clearly

and Conspicuously disclose all required information for each Add-On Product or

Service.

II. PROHIBITION AGAINST DECEPTIVE CLAIMS

IT IS ORDERED that Defendants, Defendants’ officers, agents, employees,

and attorneys, and all other persons in active concert or participation with any of

them, who receive actual notice of this Order, whether acting directly or indirectly, in

Case 1:19-cv-05727-AT Document 355 Filed 06/08/23 Page 7 of 22

connection with promoting, offering for sale, or servicing any of Corporate

Defendant’s Payment Products are permanently restrained and enjoined from:

Misrepresenting or assisting others in misrepresenting, expressly or by

implication:

Whether, where, or how consumers can restrict Payment Products to

allow only certain purchases;

Whether, under what circumstances, or in what amount consumers will

be held liable for fraudulent or unauthorized purchases;

Whether, where, or at how many locations consumers can use Payment

Products, including without incurring fees at specific fueling locations;

Whether a product or service offered by Defendants or on Defendants’

behalf is free;

The existence or amount of any fees, interest, or other charges;

Any fact concerning the timing of payments, including the terms under

which Defendants will impose a fee or penalty or take other negative action related to

late payment; or

Any other fact material to consumers, such as: total costs or fees; any

material restrictions, limitations, or conditions; or any material benefits.

Representing or assisting others in representing, expressly or by implication:

That consumers will save money or achieve a specific amount of

savings, including “up to” a specific amount of savings, unless:

Case 1:19-cv-05727-AT Document 355 Filed 06/08/23 Page 8 of 22

The representation is non-misleading and Clearly and

Conspicuously discloses any material restrictions on such savings, including duration,

eligible locations, volume limitations, or account status; and

Defendants possess and rely upon competent and reliable evidence

that is sufficient in quality and quantity to substantiate that the representation is true,

including any representations with regard to the available savings in a program

claiming “up to” a specific amount of savings.

2. That Defendants may charge a particular fee or interest without Clearly

and Conspicuously disclosing whether, under what conditions, with what

frequency, and in what amounts the Defendants will charge the fee or interest.

III. PROHIBITION AGAINST FAILURE TO TIMELY CREDIT

CONSUMER PAYMENTS

IT IS FURTHER ORDERED that Defendants, Defendants’ officers, agents,

employees, and attorneys, and all other persons in active concert or participation with

any of them, who receive actual notice of this Order, whether acting directly or

indirectly, in connection with Payment Products, are permanently restrained and

enjoined from failing to:

Credit electronic or online payments to consumers’ accounts effective as of the

date the consumers submit their payments. In no event will a consumer be assessed a

late fee if payment is made before 11:59 PM ET on the due date.

Case 1:19-cv-05727-AT Document 355 Filed 06/08/23 Page 9 of 22

Credit mailed payments to consumers’ accounts effective as of the date of

Defendants’ receipt. Provided, however, if the mailed payment is received after 8:00

PM ET, Defendants must credit that payment to the customer’s account no later than

the following business day. Provided further, however, that if: (i) such a payment

does not conform to Clear and Conspicuous instructions Defendants provided to the

consumer on how to submit mailed payments, (ii) instructions are reasonable, and

(iii) the payment deviates from those instructions, Defendants must then credit such a

payment to the consumer’s account effective no later than 2 days after receipt.

For any payments that Defendants initiate on consumers’ behalf, initiate and

credit such payments no later than consumers’ due dates unless Defendants can show

that they were instructed by a consumer to initiate and/or credit such payment after

the due date.

Designate due dates for payments only on days Defendants are able to and do

in fact process payments.

IV. EXPRESS INFORMED CONSENT

IT IS FURTHER ORDERED that Defendants, Defendants’ officers, agents,

employees, and attorneys, and all other persons in active concert or participation with

any of them, who receive actual notice of this Order, whether acting directly or

indirectly, in connection with Payment Products, are permanently restrained and

enjoined from billing a consumer for any charge unless Defendants have obtained the

consumer’s Express Informed Consent to that charge.

Case 1:19-cv-05727-AT Document 355 Filed 06/08/23 Page 10 of 22

V. REQUIRED DISCLOSURES

IT IS FURTHER ORDERED that Defendants, and Defendants’ officers,

agents, and employees, and all other persons in active concert or participation with

any of them, who receive actual notice of this Order, whether acting directly or

indirectly, in connection with Payment Products, are permanently restrained and

enjoined from failing to:

Before a consumer signs up for any Payment Product, Clearly and

Conspicuously disclose:

each fee that Defendants charge, including a description of the fee, the

specific amount of the fee, whether the fee is recurring and the frequency

of recurrence, and under what circumstances the fee will be charged; and

any restrictions, limitations, or conditions on payment deadlines or

methods.

Provide consumers with a single billing statement each billing cycle that

Clearly and Conspicuously discloses on the first page a total fee amount due and an

itemized list of all fees and charges.

Clearly and Conspicuously notify a consumer at least one billing cycle in

advance of charging any fee for the first time, except that Defendants are not required

to provide such notice where the fee is a late fee. This notice must explain why the

consumer is being charged the fee, the specific amount of the fee to be charged, and

how it will be identified on billing documents.

Case 1:19-cv-05727-AT Document 355 Filed 06/08/23 Page 11 of 22

Where a consumer has previously given her or his Express Informed Consent

to a maximum fee charge, and where that consumer assent was provided after entry

of this Order, and Defendants are charging a consumer a fee amount that is lower

than the maximum fee to which the consumer assented, the Defendants may increase

the fee amount to the amount to which the consumer provided Express Informed

Consent but must first provide the consumer with advance written notice of the

increase.

When updating their Terms & Conditions, provide a cover letter to existing

consumers that highlights any material changes to the Terms & Conditions.

VI. EXPRESS INFORMED CONSENT FOR EXISTING CUSTOMERS

IT IS FURTHER ORDERED that to comply with Section IV of this Order with

respect to existing customers, Defendants, Defendants’ officers, agents, employees,

and attorneys, and all other persons in active concert or participation with any of

them, who receive actual notice of this Order, whether acting directly or indirectly are

permanently restrained and enjoined from billing existing consumers for any Add-On

Products or Services and fees for which Defendants have not previously secured the

consumer’s Express Informed Consent.

VII. REPORTING TO CONSUMER REPORTING AGENCIES

IT IS FURTHER ORDERED that Corporate Defendant shall request that each

consumer reporting agency to which it reported data for Payment Products from 2015

Case 1:19-cv-05727-AT Document 355 Filed 06/08/23 Page 12 of 22

to 2022 delete all reports of delinquent Payment Product accounts from credit

reporting files during this time period. Corporate Defendant shall make this request

within 30 days of entry of this Order.

VIII. COMPLAINT HANDLING

IT IS FURTHER ORDERED that Corporate Defendant shall design and

implement a process for handling consumer complaints concerning Payment Products

that includes the following:

For all customer communications relating to fees or payment/billing to

Corporate Defendant’s customer service call centers, Corporate Defendant must

address the communication within two business days.

Prepare reporting, on at least a monthly basis, regarding the volume of and

subject matter of complaints. That report shall be distributed to Payment Products

Presidents, the officer responsible for the entire Payment Products business, and the

Chief Compliance Officer identified in the section titled “Oversight Requirement.”

This reporting shall at a minimum include information on the volume of complaints,

trends in complaints, and information on compliance with this section of the Order.

IX. OVERSIGHT REQUIREMENT

IT IS FURTHER ORDERED that Corporate Defendant will employ a Chief

Compliance Officer, who will have a reporting relationship to Corporate Defendant’s

board of directors or a committee thereof. The Chief Compliance Officer will not be

Case 1:19-cv-05727-AT Document 355 Filed 06/08/23 Page 13 of 22

appointed or removed by Corporate Defendant’s management without the prior

approval of a majority of the board of directors or a committee thereof.

At least every fiscal quarter, Corporate Defendant’s Chief Compliance Officer

will report to the board of directors or a committee thereof on management’s

execution of its compliance obligations under this Order, including by reviewing with

the board any compliance monitoring report submitted to the Commission, and the

effectiveness of Corporate Defendant’s systems for managing those compliance

obligations. The Chief Compliance Officer’s report shall include the following:

An assessment of customer understanding of fees, billing/invoicing, payment

processing, and rebates/discounts that includes, at minimum, an audit of customer

inquiries, disputes, or complaints related to fees, billing/invoicing, payment

processing, or rebates/discounts that identifies the most commonly identified issues

related to fees, billing/invoicing, payment processing, or rebates/discounts related to

Payment Products, including any issues raised in the reporting required by the section

titled “Complaint Handling”; and to the extent not embraced by the audit, the

additional activities described in IX.B. below.

A quantitative analysis and substantive assessment of recorded customer

complaints and disputes (whether communicated by phone, letter, or electronically)

relating to fees, billing/invoicing, payment processing, or rebates/discounts.

An identification of steps taken to address weaknesses, implement

recommendations, or complete action items identified in previous reports, including

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determinations whether such weaknesses have been addressed, recommendations

have been implemented, or action items completed.

X. ORDER ACKNOWLEDGMENTS

IT IS FURTHER ORDERED that Defendants obtain acknowledgments of

receipt of this Order:

Each Defendant, within 7 days of entry of this Order, must submit to the

Commission an acknowledgment of receipt of this Order sworn under penalty of

perjury.

For 10 years after entry of this Order, Individual Defendant for any business

that sells Payment Productions such Defendant, individually or collectively with any

other Defendants, is the majority owner or controls and Corporate Defendant, must

deliver a copy of this Order to: (1) all principals, officers, directors, and LLC

managers and members; (2) all employees having managerial responsibilities for

conduct related to the subject matter of the Order and all agents and representatives

who participate in conduct related to the subject matter of the Order; and (3) any

business entity resulting from any change in structure as set forth in the Section titled

Compliance Reporting. Delivery must occur within 15 days of entry of this Order for

current personnel. For all others, delivery must occur before they assume their

responsibilities.

From each individual or entity to which a Defendant delivered a copy of this

Order, the Defendant must obtain, within 30 days, a signed and dated

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acknowledgment of receipt of this Order provided the individual is an employee of

the Defendants or the entity is under the direct or indirect control of the Defendants

or is a member of the Defendant’s Board of Directors. For individuals who are not

employed by Defendants or entities not under the direct or indirect control of the

Defendants, then the Defendants will seek from such individuals and entities a signed

and dated acknowledgment of receipt of this Order within 30 days.

XI. COMPLIANCE REPORTING

IT IS FURTHER ORDERED that Defendants make timely submissions to the

Commission:

180 days after entry of this Order, each Defendant must submit a compliance

report, sworn under penalty of perjury:

Each Defendant must: (a) identify the primary physical, postal, and

email address and telephone number, as designated points of contact, which

representatives of the Commission may use to communicate with Defendant;

(b) identify all of that Defendant’s businesses that sell Payment Products by all of

their names, telephone numbers, and physical, postal, email, and Internet addresses;

offered, the means of advertising, marketing, and sales, and the involvement of any

other Defendant (which Individual Defendant must describe if he knows or should

know due to his own involvement); (d) describe in detail whether and how that

Defendant is in compliance with each Section of this Order; and (e) provide a copy of

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each Order acknowledgment obtained pursuant to this Order, unless previously

submitted to the Commission.

Additionally, the Individual Defendant must: (a) identify his primary

telephone number, as well as his primary postal, email, and Internet addresses,

including his primary residential address; (b) identify all of his positions with the

Corporate Defendant; (c) disclose any additional businesses that sells Payment

Products for which the Individual Defendant either performs services, whether as an

employee or otherwise, or in which Individual Defendant has an ownership interest;

and (4) describe in detail Individual Defendant’s involvement in each such business,

including title, role, responsibilities, participation, authority, control, and any

ownership.

For 20 years after entry of this Order, each Defendant must submit a

compliance notice, sworn under penalty of perjury, within 21 days of any change in

the following:

Each Defendant must report any change in: (a) any designated point of

contact; or (b) the structure of any Corporate Defendant or any entity that Defendant

has any ownership interest in or controls directly or indirectly that may affect

compliance obligations arising under this Order, including: creation, merger, sale, or

dissolution of the entity or any subsidiary, parent, or affiliate that engages in any acts

or practices subject to this Order.

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Additionally, Individual Defendant must report any change in: (a) name,

including aliases or fictitious name, or primary residence address; or (b) title or role

in any business activity of the Corporate Defendant, including any Payment Product

business required to be disclosed by Section XI A.2 of this Order.

Each Defendant must submit to the Commission notice of the filing of any

bankruptcy petition, insolvency proceeding, or similar proceeding by or against such

Defendant within 14 days of its filing.

Any submission to the Commission required by this Order to be sworn under

penalty of perjury must be true and accurate and comply with 28 U.S.C. § 1746, such

as by concluding: “I declare under penalty of perjury under the laws of the United

States of America that the foregoing is true and correct. Executed on: _____” and

supplying the date, signatory’s full name, title (if applicable), and signature.

Unless otherwise directed by a Commission representative in writing, all

submissions to the Commission pursuant to this Order must be emailed to

DEbrief@ftc.gov or sent by overnight courier (not the U.S. Postal Service) to:

Associate Director for Enforcement, Bureau of Consumer Protection, Federal Trade

Commission, 600 Pennsylvania Avenue NW, Washington, DC 20580. The subject

line must begin: FTC v. FleetCor Technologies, Inc.

XII. RECORDKEEPING

IT IS FURTHER ORDERED that Corporate Defendants must create certain

records with respect to any Payment Product line of business for 20 years after entry

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of the Order and retain each such record for 5 years. Specifically, Corporate

Defendant, must create and retain the following records:

Accounting records showing the revenues from all goods or services sold;

Personnel records showing, for each person providing goods or services,

whether as an employee or otherwise, that person’s: name; addresses; telephone

numbers; job title or position; dates of service; and (if applicable) the reason for

termination;

Records of all consumer complaints and refund requests, whether received

directly or indirectly, such as through a third party, and any response;

All records necessary to demonstrate full compliance with each provision of

this Order, including all submissions to the Commission;

A copy of each unique advertisement, sales script, or other marketing material

relating to Corporate Defendant’s Payment Products;

A copy of each unique version of consumer contracts or agreements relating to

Corporate Defendant’s Payment Products;

Records of all consumer payments, including due dates, receipt dates,

electronic payment submission dates, and the dates on which Defendants gave

consumers credit for payments; and

Records of all fees, including fee names, amounts, and dates incurred, charged

to consumers with Defendants’ Payment Products and the contact information for any

such consumers.

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XIII. COMPLIANCE MONITORING

IT IS FURTHER ORDERED that, for the purpose of monitoring Defendants’

compliance with this Order:

Within 21 days of receipt of a written request from a representative of the

Commission, each Defendant must: submit additional compliance reports or other

requested information, which must be sworn under penalty of perjury; appear for

depositions; and produce documents for inspection and copying. The Commission is

also authorized to obtain discovery, without further leave of court, using any of the

procedures prescribed by Federal Rules of Civil Procedure 29, 30 (including

telephonic depositions), 31, 33, 34, 36, 45, and 69.

For matters concerning this Order, the Commission is authorized to

communicate directly with each Defendant, through each Defendant’s counsel.

Defendants must permit representatives of the Commission to interview any

employee or other person affiliated with any Defendant who has agreed to such an

interview. The person interviewed may have counsel present.

The Commission may use all other lawful means, including posing through its

representatives as consumers, suppliers, or other individuals or entities, to Defendants

or any individual or entity affiliated with Defendants, without the necessity of

identification or prior notice. Nothing in this Order limits the Commission’s lawful

use of compulsory process, pursuant to Sections 9 and 20 of the FTC Act, 15 U.S.C.

§§ 49, 57b-1.

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Upon written request from a representative of the Commission, any consumer

reporting agency must furnish consumer reports concerning Individual Defendant,

pursuant to Section 604(1) of the Fair Credit Reporting Act, 15 U.S.C. §1681b(a)(1).

E. Third-Party Review. Every two years for a period of 10 years, and once upon the

15th year after the issuance of this Order, FleetCor shall commission a third-party

review of financial industry standard practices for comparable companies assessing

how those companies communicate and disclose to consumers the manner and terms

of fees to be assessed, how those companies obtain assent to charge fees, and how

they assess the efficacy of their customer complaint resolution processes. Before

these reviews are conducted, the FTC shall be given an opportunity to meet with the

third-party vendor and FleetCor to identify relevant peer companies and issues to be

evaluated in the third-party review. The first meeting shall occur within 90 days of

the issuance of this Order.

Upon the issuance of these two-year review reports, FleetCor’s Chief

Compliance Officer will meet with FTC leadership to consider and assess how

FleetCor’s practices compare to companies offering similar products and to address

any concerns of non-compliance with this Order. While FleetCor’s compliance with

the terms of this Order is not tied to an assessment of financial industry standard

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practices, these two-year reviews and meetings are intended to foster continued

evaluation and communication between FleetCor and the FTC regarding FleetCor’s

practices.

XIV. COMPLIANCE PERIOD

IT IS FURTHER ORDERED that Defendants shall work to come into

compliance with this Order as soon as practical and shall have a maximum of 90 days

after entry of this Order to do so.

XV. RETENTION OF JURISDICTION AND ENFORCEMENT

IT IS FURTHER ORDERED that this Court retains jurisdiction of this matter

for purposes of construction, modification, and enforcement of this Order. This Order

shall be enforceable after approval by the District Court.

CONCLUSION

Consistent with the directives above, the FTC’s Motion for Permanent

Injunction [Doc. 339] is GRANTED. Defendants’ Motion for a second Oral

Argument [Doc. 346] is DENIED. To ensure continued efficacy of this Order, any

party may move for modifications as needed based on material changes in

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circumstances. However, the party requesting modifications must first meet and

confer with opposing counsel before filing any motion.

IT IS SO ORDERED this 8th day of June, 2023.

Honorable Amy Totenberg

United States District Judge

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.