Good afternoon, ladies and gentlemen. Thank you for standing by. Welcome to FleetCor Technologies Incorporated fourth quarter conference call. At this time I would like to turn the conference over to Eric Dey, Chief Financial Officer. Please go ahead.

Good afternoon, everyone, and thank you for joining us today. By now everyone should have access to our fourth quarter and full year 2012 press release. It can also be found at www.fleetcor.com under the Investor Relations section. Throughout this conference call we will be presenting non-GAAP financial information, including adjusted revenues, adjusted net income and EBITDA. This information is not calculated in accordance with GAAP and may be calculated differently than other companies’ similarly titled non-GAAP information. Quantitative reconciliations of historical non-GAAP financial information to the most directly comparable GAAP information appears in today’s press release and on our website as previously described. Also, we are providing 2013 guidance on a non-GAAP basis. Finally, before we begin our formal remarks, I need to remind everyone that part of our discussion today will include forward-looking statements. This includes forward-looking statements about our 2013 guidance, new product and key initiatives and potential business development and acquisition. They are not guarantees of future performance and therefore you should not put any undue reliance on them. These statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from what we expect. Some of those risks are mentioned in today’s press release and Form 8-K filed with the Security and Exchange Commission. Others are discussed in our Annual Report on Form 10-K. These documents are available on our website as previously described and at www.sec.gov. With that out of the way, I would like to turn the call over to Ron Clarke, our Chairman and CEO.

Eric, thanks. Hello everyone. As always appreciate you joining the call today. In my opening remarks, I am going to comment a bit on our Q4 results, discuss some of our highlights from 2012 and then I will close with speaking a bit about our outlook for 2013. So first off let me turn to the results for the quarter. The Q4 results we just reported were very, very good and up significantly versus Q4 last year. We reported Q4 revenue of $202 million, up 45% and cash EPS of $0.82, up 46%. So basically mid-40s top and bottom for the quarter. EBITDA reached $108 million for the quarter and at the high level this Q4 performance was really driven by 2 things. So first, a full quarter of our 3 newest acquisitions, AllStar in the U.K., NKT in Russia and CTF in Brazil. And second, every other major line of business in the company except for our check business grew revenue 14% or more in the quarter. That's 14% or more in Q4. So obviously our core businesses are very, very healthy in their own right. So let me comment on the reasons that these lines of business grew at this rate. So starting off in the U.S., our U.S. direct business grew double-digit because the MasterCard product volume grew 27% in the quarter, so that product continues to perform. Our U.S. partner business grew on the continued strength of the universal co-branded offering still doing great, and we got some additional lift in our CLC hotel card business from added emergency room nights in Q4 related to hurricane Sandy. In Europe, our legacy U.K. businesses, those we’ve owned prior to AllStar both turned around in Q4 and both grew double-digits mostly as a result of stronger volume. And…

Thanks, Ron. For the fourth quarter of 2012 we reported revenue of $202.6 million, an increase of 45% from the fourth quarter of 2011. Revenue from our North American segment increased 19% to $108.6 million in the fourth quarter of 2012 from $91.3 million in the fourth quarter of 2011. And revenue from our international segment increased 93% to $94 million in the fourth quarter of 2012 from $48.8 million in the fourth quarter of 2011. For the fourth quarter of 2012 GAAP net income increased 59% to $60.1 million or $0.70 per diluted share from $37.8 million or $0.45 per diluted share in the fourth quarter of 2011. The other financial metrics that we routinely use to measure our business are adjusted revenues and adjusted net income, which we sometimes also refer to as cash net income. Adjusted revenues equal our GAAP revenues less merchant commission. We use adjusted revenues as a basis to evaluate the company's revenues net of the commissions that are paid to merchant to participate in certain card programs. Commissions paid to merchants can vary when market spreads fluctuate in much the same way some of our revenue can fluctuate when market spreads vary. For this reason we believe the adjusted revenue financial metric is a more effective way to evaluate the company's performance. Adjusted net income is GAAP net income adjusted to eliminate non-cash stock-based compensation expense related to share-based compensation award, amortization of deferred financing costs and intangible assets, amortization of the premium recognized in the purchase of receivables, a loss on early extinguishment of debt and adjusted for the income tax effect of such items. The reconciliation of adjusted revenues and adjusted net income to our GAAP numbers are provided in exhibit one of our press release. Adjusted revenues in the fourth…

[Operator Instructions] Our first question comes from the line of Tien-Tsin Huang with JPMorgan.

It’s great results and it’s a very strong outlook here. Just to dig into the outlook and the 13% revenue growth, can you break that down for us in terms of organic versus inorganic?

The organic growth rates are effectively in line with the guidance that we previously had given. So we kind of guide people to around 10% number each year. So we believe our organic rates are in line with that.

Okay, so no change there. And then similarly just thinking about for modeling purposes I know it’s really tough to be precise here. But just thinking about transaction growth and revenue per tran for the year, any callouts for us to consider as we layer that into the model?

Yes we haven’t provided any guidance on that, Tien-Tsin but it should be consistent with kind of the growth rate we experienced in the last couple of years.

Hey Tien-Tsin, it’s Ron. I would say that because we’ve got a number of new assets, rolling into ‘13 that we’re expecting higher revenue per tran in those particular assets.

So this Q had a little bit more towards that - okay will do that. And then just last one and then I will let others ask, just Ron, you mentioned acquisition pipeline, partner deals pretty high, just curious about the acquisition pipeline, how has that changed, it’s the last time you spoke publicly and curious as to the size and quality of the things you’re going after, is it similar to what you actually closed in 2002 or should we look for something different?

I guess 2 comments. I’d say on both the deal side and the partner side the difference is I think they both are little more mature or more developed. I think we've progressed farther in terms of getting to the end of those. And in terms of the deal portfolio, I think it’s like - it’s a mix, we’ve got stuff in a variety of places and we’ve got some stuff that’s pretty big and we’ve got some stuff that’s not so big. So I would say across the set it’s a mixed engine.

Our next question comes from the line of Julio Quinteros with Goldman Sachs.

Two quick ones, First the 14% number that you guys cited, was that all organic growth for the fourth quarter?

It was, Julio. It’s all organic growth.

And then secondly, looking at the conversion between the revenue per transaction on the international side and the North America side, and that's a pretty dramatic shift in terms of how close you look now only about 30% -- $0.03 spread between those 2, how sustainable is that as we think about kind of the outlook for 2013 in terms of the run rate and the revenue per transaction side relative to the international business here?

Every time we do acquisitions, we effectively kind of reset the bar. So included in the revenue per tran in the international numbers are CTF and NKT which were obviously acquisitions that we closed in the middle of the year. So the run rate that we’re experiencing kind of at the end of the year is the new run rate.

Julio, it’s Ron, I’d just add a couple things. So one, the international you will see better revenue per tran in ‘13 in that segments of the regions that I mentioned earlier, to sell a bunch of assets in that international group and I tried to give a little flavor of what we're doing to kind of move that up. You should see a better number next year, this year. The related one was just Shell, just going to comment on Shell, as we start to pour those transactions into our transaction count, that obviously is something that we take the international number the other way. We will again call it out for you but that would be the one -- one thing that we’d take the revenue per tran in the opposite direction.

And our next question comes from the line of Glenn Fodor with Autonomous Research.

VeriFone had said they’re investing in re-terminalizing station owners with new acceptance methods that are little more sophisticated. Just wondering if you can opine for a little bit on what you think about the implications for your company, as technology changes at the pump,.

Are you talking Glenn, here in the States or are you talking in Europe or where?

In the states.

Until I guess the thing gets to the chip and pin like it is in Europe, I’d say it’s probably not much changed for us. So really until kind of the card format changes we would have to go through a card conversion I’d say it’s not very important to us.

So the worries of increased investment costs to keep pace with technology not really is an issue here.

I guess for us we obviously run card no matter what’s at the point of sale. The only thing that would really affect our business would really be a technology change from magstripe to chip and pin that would cause us basically they have to cycle out those cards.

We are facing chip and pin at some point, so have you couched at all or have you -- what kind of cost that you’re going to have to incur because it is inevitable at some point?

Again it’s not much for us, it’s really all in the cad because we’ve obviously got that capability inside of our platforms, as our platforms obviously run in Europe as well. So I would say it’s low single-digit millions kind of a number.

Our next question comes from the line of David Togut with Evercore Partners.

Growth in North American revenue per transaction more than doubled to 13% year-over-year in the fourth quarter from 6% in the third. You mentioned the additional emergency rooms for CLC because of hurricane Sandy but can you walk through some of the underlying drivers of that acceleration in revenue per trans in North America and to what extent do think that’s sustainable in ’13?

David, again from a guidance perspective we kind of guide people to, from an organic perspective that we’re going to grow our revenue at around 10% organically. And as Ron indicated earlier going into 2013 it will probably be a little more skewed in the international side because of some of the acquisitions that we completed. Certainly we’re going to continue to grow the U.S. business at a very healthy kind of organic growth rate but we really haven’t provided guidance specifically for each of the 2 segments. So I would kind of think about it as a whole, as again FleetCor being around 10% organic growth business. And for a lot of factors that Ron called out in this section of the call.

Just another add, David, a couple other things to help in the U.S., so one, we introduced some add-on reporting features in the second half of the year that kind of hit that got booked, later in the year they gave us probably a couple of points of lift. And b, we finished from a sales perspective really strong and so I think our volume was a little stronger in the fourth quarter than we had planned, gave us another, call it, point or 2. So I would say that we picked up 3 or 4 points for those regions and probably again to Eric’s point, you guys should think about 10% going forward.

On the MasterCard direct product 48% revenue growth in the fourth quarter, in what inning are you in terms of converting the private label books of business over to MasterCard and how long is the runway for growth in that business?

So again, those are 2 separate things, you said though, again our direct business - when we refer to the direct business, that’s a end fleet. So they run plumbing company where we go out directly to the end client. That’s the business that Eric related it’s growing up 48%. The partner business where we have co-branded offerings with big oil partners, I’d say that business is probably its seventh-inning in terms of conversion. When I say direct business, we are in the second or third inning still.

Can you maybe give us a sense in terms of how big the driver of the direct business was versus the cobrand business in terms of driving revenue per transaction up in the quarter?

They were both pretty significant drivers, in our direct business although we don't again specifically call out numbers for those various products, our direct card business was helped by spreads during the quarter. So we believe we had $1 million in kind of unusual favorability or one-time favorability because of higher than normal spread. So that was helpful during the quarter and again just increased sales in those 2 products, and those products have higher than kind of line average revenue per trans. So both of those factors kind of drove the growth in the quarter.

But we did disclose David, again just so you know, both of those businesses had grown 14% or more, so that they obviously were both growing.

Correct, there was booked volume and revenue per tran.

Quick final question from me, does your 2013 outlook include possible merchant litigation settlement being finalized between MasterCard, Visa, the issuers and the merchants and the 10 basis point interchange cut that they've offered up?

Yes David, I mean effectively that 10 basis point settlement for us is basically immaterial. And half of it will be spread over 2013 and half of it over 2014. So effectively - and we don’t specifically budget for it but again it’s just not a material number for us.

Our next question comes from the line of Phil Stiller with Citigroup.

I guess my first question on the international side you guys had roughly $9 million sequential increase in revenue. Just wondering if you could provide some more color on that, how much was related to some seasonality related to the 2 acquisitions that you have, how much was related to some of the new product and pricing adjustments you guys talked about?

Hey Phil, this is Eric. Actually it’s a little bit of both. Obviously we cleared the OFT and AllStar in the middle of the year. We’ve obviously started operating some of the other businesses we acquired, I mean CTF and NKP as an example. So we are starting to operate those businesses and as you would expect we’re starting to improve the performance of those businesses. So it’s a little bit of both. So our existing businesses are performing well and we’re starting to increase the revenue and the performance of those other businesses we acquired, so it’s both.

The other thing, Phil, is the 2 businesses that we called out the Brazil business and the Russia business, strangely the fourth quarter is actually the strongest quarter for those 2 businesses because their holidays basically fall in this quarter in Q1. So unlike a lot of the other lines of business in the company where the fourth quarter is softer, those 2 are every year significantly better in Q4.

In terms of your plans to extract the accretion from these deals that you completed over the past 18 months, and where would you guys say you are in terms of that progression? Are we at the full run rate of some of these product pricing adjustments in the fourth quarter or is more to come? And then I know you guys talked about some platform consolidation on the AllStar business in the past, where is that progressing?

I would say the headline is much more to come. So like always we do the state work on these things in terms of confirming our facts and testing reaction to these changes and in some cases like in Mexico we’ve got to go out to 500 merchants to get them to market in terms of rates, so that process can take months. So I would say we’ve got a little bit of that kind of exiting ’12 but much, much more to come in 2013.

Just last question on the acquisition pipeline, can you talk about competition you guys are seeing? I know there has been a few deals in the space you guys haven’t been involved over the past 6 to 12 months. As a product of your success, are you seeing more competition on those acquisitions and valuations are becoming more expensive, how do you guys think about that?

I think it falls, Phil, really into 2 buckets. I think where deals shopped, the answer is yes, but I think there is more people that like our space now and more people that have money, so it caused us probably to pay more and we still have obviously deals that we kind of sole source where we build relationships and have, we think, a good home for the target. And so in those cases I’d say we are paying what I’d call reasonable prices. And I’d say sitting in our inventory today, we have both of those flavors.

Our next question comes from the line of Tim Willi with Wells Fargo.

I had 2 questions. First in the North America, could you - if you made the comment, I apologize but could you talk about what you saw sort of same customer level, just sort of your sense around organic activity of your customers or new business formations, anything along those lines that you saw in the quarter that’s worth calling out?

Tim, it’s Ron. I’d say no real news there, it’s really still flat. We got really 0 help in Q4 what we call same-store volume. So again our growth comes from having either, a, more clients and more trans than we had before, or b, having them on product that we enjoy more revenue, no lift basically from them growing.

As a follow up to that, your comments around the direct MasterCard, I think you said a 48% growth. What percentage of new direct sales are the MasterCard product, is that pretty much the only product that's being managed from new direct customers now?

Yes I’d say without getting into too specific, it is probably around ballpark half our U.S. sales, so the answer is no. We still sell a fair amount of our proprietary products, they appeal to different segments of the market. So we still sell both. I think the new news of why the U.S. business is growing faster the last couple of years is that the new product appeals to a new segment that we couldn’t historically sell. Like selling minivans versus sports cars, right, you bring different people into the market and then b) we’ve got a number of new channels working, I think I mentioned our Telematics partnership contributed 10% of the U.S. sales in 2012 and that channel didn’t exist 2 years ago. And so it’s a combo of the product opening up a new market and us expanding and investing more in the channels just allows us to basically grow faster now.

My last question and I will hop off. The U.K., you talked about volume keeping up, is that something you're doing on market share or specific to the work with AllStar as compared to something at a macro level because I guess the macro news that we’re seeing here, wouldn't support any notable uptick in economic activity. I’d be curious what you attribute that reacceleration to?

That’s another really good question. So again the comments that we made deal with the legacy businesses we have in the U.K.. So those grew 14% or more without AllStar, so leave AllStar out. So the short answer to why those businesses are healthier and turned the corner is mostly about the market. So those 2 products are what we call spread based products, their appeal to the market is attractive pricing and our pricing is attractive when we have more spread to work with. So let’s say there was a dime of spread, we might be able to give customers couple of cents off and still make some money versus if spreads were $0.04, we can’t really give customers anything off to make any money. So that U.K. market just why its spread is back to more of a normalized level versus the prior year. And so our products not only sold better to new prospects but we got greater utilization out of the customer base that we have, because the offer of our products was more attractive to them last year. So we are hoping that the 2013 environment stays basically in the same place as it was last year.

Our next question comes from the line of [indiscernible] with Pacific Capital [ph].

I have 2 quick ones, the first one as far as the Shell contract that concerned, can you guys please give us some sort of color to the size of that opportunity in terms of dollars and how much Shell revenues you guys have modeled in, into that $800 million of revenue for this year? And the second question, the universal card, can you guys replicate the same model with Visa or do you have some sort of exclusivity with Comdata that prevents you from doing anything else?

This is Ron. Let me take the Shell question first. So again I think the short answer is there's not much impact in revenue for our company as we roll out Shell. Though again the plan is to start to bring on more of their market this year and in the balance of their market next year, and what basically is changing is the nature of revenue that we’re getting. So in the prior couple of years we got paid for developing and migrating and supporting and helping basically get them prepared and get the system in, and now we’re going to get paid basically for them running our system. So it’s more attractive revenue to FleetCor but frankly it’s not much different in absolute size. And the comment about its absolute size is it’s not material, again it’s a single-digit million relationship both whether it was the prior development model or the existing one. The play there as we've said is we’ve build a good relationship with that company and our hope is to be helpful to them running their program globally where they could use this for other things beyond just being a processor for them. So that was always the basis on which we targeted them as a client.

Thank you. Ladies and gentlemen, that concludes our conference call for today. This is the conclusion of the FleetCor Technologies Incorporated fourth quarter conference call. We thank you for all of your participation and you may now disconnect.