Good day, ladies and gentlemen. Thank you for standing by. Welcome to FleetCor Technologies Incorporated first quarter conference call. At this time, I’d 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 first quarter 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 in 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 fee initiatives and potential business development and acquisitions. They are not guarantees of future performance and therefore, you should not put 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 Securities 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.

Okay, Eric, thanks. Hi to everyone and thanks for joining today. In my opening here, I'm going to comment on just a couple of things, first Q1 and our 2013 guidance and then second speak a bit about our recently completed deals along with our pipeline. So over to Q1, you may have seen our press release from just a bit earlier in which we reported very, very good results, we reported 50% profit growth on $0.90 in cash EPS and 32% revenue growth on a $194 million in revenue, so 32 on top and 50 on the bottom. These numbers we did get some lift from market spreads probably in the range of $3 million to $4 million versus last year. But actually probably only half of that against kind of our normal historical levels. In terms of the rest of the environment, I’d say the macro economy, fuel prices and FX were really generally neutral in terms of impact on our numbers. In terms of the various areas of the company, every line of business was up with the exception of check. Our U.S. businesses grew 21%, all organic mostly on the strength of our extended network cards and our CLT business posted a 25% revenue gain for the quarter. Internationally, our U.K., Russia and Mexico businesses all grew double digit. And of course, we got additional lift from our newest Russia and Brazil deals, which is a remainder we did not own in Q1 last year. So really very, very solid performance. Our sales performance, sales being new clients, brand new clients that we add and on board in the quarter was really good. In the U.S. across all channels, sales were up 36% versus the prior year and Russia up 50% and even our Mexico in…

Thanks, Ron. For the first quarter of 2013, we reported revenue of $193.7 million, an increase of 32% from the first quarter of 2012. Revenue from our North American segment increased 21% to $100.6 million from $82.8 million in the first quarter of 2012. Revenue from our international segment increased 47% in $93.1 million from $63.4 million in the first quarter of 2012. For the first quarter of 2013, GAAP net income increased 54% to $64.7 million or $0.77 per diluted share from $42.1 million or $0.49 per diluted share in the first quarter of 2012. 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 revenue less merchant commissions. We use adjusted revenues as a basis to evaluate the company’s revenue, net of the commissions that are paid to merchants to participate in certain card programs. The reconciliations of adjusted revenues and adjusted net income to our GAAP numbers are provided in Exhibit 1 of our press release. Adjusted revenues in the first quarter of 2013 increased 32% to $179.8 million compared to $135.8 million in the first quarter of 2012. Adjusted net income for the first quarter of 2013 increased 48% to $75.2 million or $0.90 per diluted share compared to $50.8 million or $0.60 per diluted share in the first quarter of 2012. For the first quarter of 2013, transaction volume increased 3.1% to 74.2 million transactions compared to 72 million transactions in the first quarter of 2012. North American segment transactions grew 4.1% and were all from organic growth. While transactions volumes in our international segment grew 2% and were positively impacted by acquisitions closed in 2012. Adjusted revenue per transaction for…

[Operator Instructions] Our first question is from the line of Phil Stiller with Citi.

I wanted to ask about the U.S. segment, to begin with. You had an acceleration in growth rate sequentially, you talked about CLC and the MasterCard products contributing. Just want to get a sense, I mean you saw a bit of a higher transaction growth rate than what you saw for most of 2012, how much of the recent growth acceleration do you think is sustainable as we look towards the back half of the year?

Phil, this is Eric, I mean it’s, if you look at our business in North America we have 3 primary business; we’ve got a direct business, a partner business and our hotel, lodging business. All 3 of the businesses continue to grow at better than historical levels, and our growth rate was primarily driven again by our MasterCard product which is up kind of 48% year-over-year and our hotel card product was again up kind of over 20% again. So I think that we're very, very bullish on the continued performance of those products. We need they will continue to perform well over the balance of the year. So we'll kind of see how it goes.

Phil, it's Ron. I would add a couple of things. One I think the grow over was a bit easier in the quarter, the spreads were not great in Q1 of the prior year. So I think that gave us a few points in this quarter. So I would probably guide you to 15% kind of range for the balance of the year.

Okay, it’s helpful. And for CLC in particular what's been driving that growth that's been up for last couple of quarters?

It’s really a lot of things, I mean the small account product I think we have mentioned to you guys continues to tare, I mean that thing is up, way up and I think you know the rate on that is 4 or 5X our large account product, so revenue rose obviously faster than transaction. We got help if you can believe it from the disaster what was it in the fourth quarter Eric last year?

Yes it was Hurricane Sandy, so we have even a emergency product at CLC and we continue to get some revenue out of that. So I think it added about 1 million of dollars of revenue in the first quarter. We've added more hotels, I would say literally every part Phil, of that business is working. The large accounts that we have there is healthy, they are growing a bit, the small account is going great, I would say all pieces of that business are working.

Okay. Great and last question for me, the international margins spiked up a bit here in the first quarter and were almost equal to your North America margins despite some of the amortization cost you guys have there, I mean how much of that is a reflection of where you are in terms of the synergies that you’re trying abstract from these recent acquisition?

Well, Phil, there was a couple of things kind of drive in the revenue per transaction. I mean, one of the acquisitions themselves meaning CTF and NKT have both higher revenue per transaction products. So the mixed impact of those 2 acquisitions drove up the average. And in addition to that, if you look at that organic growth in the rest of the international segment, I think we were probably up around 20% organically as well. And again driven primarily by our performance in the U.K., performance in our legacy, Russian business, PPR, and both Efectivale and CTF also continue to perform kind of very well, so little bit of everything.

Our next question is from the line of Tien-Tsin Huang with JPMorgan.

Again, I wanted to ask about Australia, just trying to -- I know that Wex [ph] there as well and Ron, you mentioned there is some oil business to be won there, what’s the competitive sort of environment like there and do you have what you need to be competitive in your mind?

Yes, it’s mostly proprietary, Tien-Tsin. It's the same kind of set of players you'd see in Europe. BP is there, Shell is there, Exxon is -- Mobil brand is in New Zealand, Caltex is there and virtually all of those with the exception I think of Mobil are proprietary and so just like continental Europe, they're looking at different weight. So for us having this GFN system, which we can obviously use there and now having the people on the ground, right, that can talk in the same time zone as those clients, we think will be helpful to our prospects there

Got it. What is sort of the underlying market growth in Australia, I mean do you need to win some of the business to sort of justify the acquisitions? Or is there enough business development that you can do without securing some of the bigger stuff?

Yes, I would say, no. I would say there like all, we would rate these being played as somewhat undermanaged. So we think there's like always lots of opportunity initially and then same as the U.S., there’s a big opportunity in the SME segment there. It’s on other kinds of programs not on fuel card programs. So I'd tell you it's 3 things; it's the standard fix the business, its grow the small segment with the universal card and then the upside would be some of these partners.

Okay. You said you talked about the 4 assets growing 35, that’s pretty impressive, obviously. Is there a way to sort of just for us to better understand, is it equal across the 4, I mean there are some that are way outperforming the others. I’m just curious if you are to force rank them, how that would look?

Yes, that’s a good question. I've actually got the page in front of me and what I would add I guess to the earlier commentary is everyone of those 4, the lowest one still grew over 20% this quarter. But remember to make sure you guys are clear, when we get new assets, T-minus 0, our game plan over 12 to 24 months has obviously moved to numbers in the business, so I don’t want to imply that 2 years from today these 4 companies are going to growing organically 35%. What I'm trying to highlight is we're good at acquiring businesses, and we think running them better and so we want to give an actual data point of things that have been acquired in the last year, year and 1 1/2 years, to make it to clear to people that even in recent times, we’re able to do that.

That’s great. Last 2 quick housekeeping questions and then I’ll jump off. The, I guess international transaction growth in light of some of that commentary there I thought it would have been a little bit higher, was there was some attrition underneath the base that was maybe forced? And the second one is got to ask the question about sort of given the MasterCard growth with the litigation impact would be with the 10-bit pull back around the settlement?

Tien-Tsin, this is Eric. I’ll answer the second question first. The MasterCard settlement, we’ve estimated the impact of that to be around $2 million over the 10 month period of time. So that'll be spread out over 6 months in 2013 and a little bit in 2014. So from our perspective, it’s fairly immaterial. Moving over to your first question regarding the international transaction growth. Obviously, we’ve got a lot of different businesses across Europe, some of those businesses are performing kind of better than others, some of the businesses are still being impacted by the economy. As an example, our Czech Republic business is still nose down from a business perspective, so still being pretty much impacted by the economy. Our U.K business, I would say the transaction volumes are a little bit down there as well. And then all of the kind of the emerging market businesses, the transaction volumes are mostly kind of up. And when you net it all together that kind of the 2% transaction growth that you see here.

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

It’s Roman Leal in for Julio. A few follow-ups to questions that were previously asked. First in North America, can you actually, can you help us -- tell us maybe what percentage of the North America revenue comes from CLC today. It feels like that’s obviously a big contributor to not only the growth but the revenue per transaction there.

Roman, this is Eric. Unfortunately we don’t disclose the revenue of individual business lines, because we have quite a few of them around the world. I would say of the 3 big businesses we have in United States, meaning the direct business, the partner business and the CLC business; that business would be the smaller of the 3. Just you have from a kind of an econ [ph] size prospective but again we don’t specifically disclose revenue.

Okay. And then maybe the second half of that is how would you describe the, how would you tare the revenue per transaction in CLC versus the other 2 major channels there?

If we had a look at CLC, it’s going to have higher venue per tran than all of the other businesses and it's just because of the nature of what the product is. So of the 3 businesses in the U.S. again, that would be the highest revenue per tran business, probably followed by the direct business and then the partner business.

Got it. That’s actually helpful. And in international, I guess we're always trying to reset the bar there and try to figure out what’s the normal level of revenue per transaction there? Maybe these 2 new acquisitions that seem to have really move the needle for you this quarter. How much of the average international revenue per transaction, are those 2 acquisitions?

There's kind of 2 different businesses there. Our CTF business in Brazil is kind of higher, I would say it’s not dramatically higher than where the average ended up for the quarter. Our NKT business historically is a different kind of business, because historically it was a business that earned revenue based on the sale of cards and the sale of software. So the transaction count there is a little bit lower and it's a little bit more kind of lumpy, but it is kind of higher than the average and it's based on just happens to be what gets purchased in the quarter. But it, both of those are higher than the average.

Okay. And last one just to a follow-up to Tien-Tsin’s question on-- in U.K. you said maybe transactions growth was a little south there or modest, but Allstar revenue growth was pretty strong so was there something like pricing or anything else called out there.

Yes, Roman, it's Ron. We introduced some price on some segments of the market in Allstar and we also managed through a pretty bumpy conversion in the first quarter. So both of those things moved volume down a bit, and I think our question is it temporary or is it longer term, but I’d say that business still performed well. So it's not -- you don't see it in the Q1 numbers, but we did bump through some conversion issues with accounts, which wasn’t great and we like always are testing pricing in some areas.

Our next question is from the line of Darrin Peller with Barclays Capital.

This is actually Adam Carron filling in for Darrin. Just a quick question in North America to start, you mentioned that sales during the quarter were up somewhere around 36% or so in the U.S. specifically, I mean when we think about the sales, is it -- I know you guys have traditionally said it's being about 50-50 between the exceeded network cards versus the traditional cards, I mean is that kind of the mix that you saw during the quarter as well?

It's Ron. I mean the main reasons the U.S. sales are up are, we’re were spending more, like we said to invest in growth we had a higher spend in the quarter and then b, we're getting more productivity. Some of the new channels like our telesales group is aging, so their producing more for the same dollars. So the first thing I would say is that thing is up really, because of investment and productivity. I’d say again we don’t disclose the mix, but that's not far off. We still sell some fair amount of our proprietary products. So I think 50/50 is a fair estimate.

That’s helpful. And then, secondly you mentioned that you could see some upside to the 35% growth from these 4 acquisitions that you saw here in the first quarter and maybe you could provide a little bit more clarity in terms of what types of synergies you could recognize to help get you there. And I think one of the things may be from Allstar, given the fact that you did have to wait for OFT clearance to start kind of recognizing a lot of the synergies. Maybe we could also get a better understanding in terms of where you're at in terms of what inning you are at, recognizing the synergies from each of those acquisitions?

Yes, what I’d like to make clear is, there's a big difference between point-to-point or grow over versus sequential. So when I comment about," "hey these 4 deals have more juice" so those 4 deals have revenue of x in Q1. What I'm trying to convey is that Q2, Q3, Q4 and next year, we believe the revenues, the absolute revenue in each of those businesses will keep rising. Again be careful on the grow over because we've moved those upper lot, since we’ve owned them and so we are going to lap a place there where we're not going to have that kind of growth in those 4 new assets. So let me make that point first. But I’d say that the answer is on every one of these new deals we do kind of the quick fix work in the first 6 to 12 months. And now the stuff that will be added that were kind of new products or new channel ideas. So I think I mentioned we’ve got a new universal product in Mexico. And we’ve introduced telesales there that they never had before. I think we built that up a lot. And Allstar we had 0 people in telesales. We built that team to, I think, 20 to 25 people now over the last 6 months. We’ve got some new partner conversations going on in one of the businesses. So I’d say that in every situation, there were things happening that we believe can cause the revenue and each of those businesses to increase on a sequential basis. But again, not 35% because we’ll have lap of the early improvements as we get into the latter half of the year.

[Operator Instructions] Our next question is from the line of David Togut with Evercore Partners.

Just starting off, what was the organic international transaction growth in the quarter?

No, the organic grow, growth for the transactions isn't in there for internationally. The revenue grew organically just over 20%, but I don’t have the exact number for the transactions in front of me, David.

Got you. Can you, well can you ballpark for us, maybe give us a range of what the revenue per trans growth was organically international?

Again it would be probably in lined with the amount of the revenue organic growth, so there were 2 things that happened internationally during the quarter. One is obviously we bought 2 acquisitions that have higher than the average revenue per transaction, so there is a favorable mix impact associated with adding those 2 businesses in. And then the remainder was driven by a 20% kind of organic growth in the international segment. So around 20% is that -- would be the answer from an organic perspective.

Got it. And then on the direct MasterCard another high 40-s revenue growth quarter for you. What types of growth rates are sustainable for this product over the next 12 to 24 months?

David its Ron, I think again the answer is just literally a function of what we want to spend. so the reason again that product is growing at those rates is a relationship between the sales, right -- the amount of new sales we’re selling. Your earlier question to size of the base, and because we’ve increased our sales investment and from my comments on sales we’re producing more total sales, as long as we continue to increase investment relative to that base, we think it is a 30%, 40% grower for awhile. There's no limit on the market again and the interest in the product. It’s really just a marketing and reach in investment question from our perspective.

That helps. You reference in your comments Ron partnerships you are working on acquisitions; do these skew more towards mature market or emerging markets?

Emerging.

Our next question is from the line of Glenn Fodor with Autonomous.

Just going back to what is your first points about the sales performances. U.S. was up 36%, and Russia was up 50%, just, pardon my ignorance, but what is this metric is this expected revenues over the next 2 year from clients you won this quarter, what exactly is this?

It's Ron. Glenn, that's a good question. So basically we run a metric alongside of revenue that we call sales in the company and the methodology, the calculation is; if you sign up let’s say Ron's Plumbing on January 1. We basically look at that account over 1 month and decide okay what’s Ron's Plumbing going to produce in the 12 month period for January 1 to December 31. And if we're wrong 13 weeks later we adjust it, if it’s running higher or lower. So we basically create pretty accurate estimates of every new account what it's going to produce on the 12 month basis. So it’s a proxy really for annual revenue of the accounts.

So that’s helpful. And then so, we in these metrics of 36 and 50 just for frame of reference, what were those for the similar calculation what you would have posted in the fourth quarter, I don’t know if you disclosed it. But do you have that?

Yes, I unfortunately don’t have it but I would say that we grew sales clearly double-digit Glenn last year and again it’s really a function of investment. The reason I wanted to call it out is I wanted to again make this point about the maturity or lack thereof our business and our products and make the point that when you sell a bunch and you sell more than you did before obviously there's an interest in your product line and so we thought disclosing this would be again, just another indicator to people listening that, we have a product line that people want and it’s being reflected in the amount of new business that’s been added. And as you guys model things, that obviously rolls into revenue right the more we sell, obviously that'll move forward revenue rates, so that was the message.

That’s great color to have. Just an extension of David’s question, I mean I know you don’t have in front of you the organic transaction growth. But this 2% for the quarter, I mean, how does that feel to you versus just without putting it down to exact numbers. How does that feel versus where it has been again x-acquisitions for the last couple of years. And then how do you expect this, excluding acquisitions how should we expect it to trend for the rest of the year, is this 2% about where it should be again x-acquisitions for the rest of 2013?

Yes, to not sound trite, I mean the problem is I'd say it feels irrelevant. Again, the metrics we look at are the growth rate again in the businesses that we are trying to grow. And as I repeatedly say, we're growing those much, much faster. And so the problem with the averages that are quoted is, it’s not how we run the company or look at the company. And so what I'd say again is of the products in the businesses that we’re investing in, they're all growing double-digit. And we track revenue, we’re trying to focus on organic revenue growth. So I'd say that the only way we could get at that is if we were to unbundle for you all of various product lines and show you that the ones that have higher revenue per tran and that we’re interested in, and we’re spending behind are growing much, much faster than the couple of percent. And again that’s what’s driving, it’s not pricing, it’s what’s driving again the revenue growth being much higher than the tran growth, it’s the businesses that are more attractive growing at much, much faster rates.

There are no further questions at this time. Ladies and gentlemen, this concludes FleetCor Technologies Incorporated First Quarter 2013 Earnings Conference Call. Thank you for your participation. You may now disconnect.