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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION


The following unaudited pro forma condensed combined financial statements and notes thereto have been prepared in accordance with Article 11 Regulation S-X as promulgated by the U.S. Securities and Exchange Commission (the “SEC”), as amended by the final rule Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disclosed Businesses,” and FASB Accounting Standards Codification Topic 805 (ASC 805) in order to give effect to the Acquisition (see below) and the related transaction accounting adjustments (pro forma adjustments) described in the accompanying notes.

On October 31, 2025, Corpay, Inc. ("Corpay" or the "Company") completed the acquisition of 100% of the ordinary shares of Alpha Group International plc (LSE: ALPHA) ("Alpha") for £42.50 in cash for each Alpha share, resulting in an aggregate purchase price of approximately £1.8 billion (U.S. $2.4 billion) (the "Acquisition"). The consideration for the transaction was paid using cash provided primarily by incremental borrowings under Corpay's Credit Agreement, namely a new seven-year, $900 million Term Loan B and an incremental Revolver B borrowing of $1 billion under its existing revolving line of credit facility. The acquisition was effected by means of a court-sanctioned scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006. Alpha is a leading provider of business-to-business cross-border foreign exchange solutions to corporations and investment funds in the United Kingdom ("UK") and Europe.

The unaudited pro forma condensed combined statements of income for the six months ended June 30, 2025 and for the year ended December 31, 2024 are presented as if the Acquisition had occurred on January 1, 2024. The unaudited pro forma condensed combined balance sheet as of June 30, 2025 is presented as if the Acquisition occurred on that date.

The unaudited pro forma condensed combined financial information do not purport to represent Corpay’s actual consolidated financial position had the Acquisition occurred on June 30, 2025 or represent the results of operations that would have occurred had the balance sheet pro forma adjustments occurred on January 1, 2024. Nor do the unaudited pro forma condensed combined financial statements project Corpay’s financial position as of any future date or results of operations for any future periods.

The total estimated purchase price consideration and related preliminary purchase price allocations for the Acquisition have not yet been finalized. The preliminary fair values of the assets acquired and liabilities assumed and the related acquisition accounting adjustments incorporated into the unaudited pro forma condensed combined financial statements are based on information available and certain estimates and assumptions that management believes are reasonable.

The unaudited pro forma purchase price adjustments and the purchase price allocation are subject to change during the measurement period (no longer than twelve months from acquisition date) as the Company finalizes the valuations of net tangible and intangible assets and other working capital accounts. The preliminary unaudited pro forma purchase price adjustments have been made solely for the purpose of providing the unaudited pro forma condensed combined financial statements. Actual amounts recorded in connection with the Acquisition may differ from those from those reflected in the unaudited pro forma condensed combined financial statements due to changes in the estimated fair values of the assets acquired and liabilities assumed upon completion of the final valuation analysis. The assumptions and estimates are described in the accompanying notes.

Certain reclassification adjustments have been made in the presentation of Alpha’s historical amounts to conform the Alpha financial statements to the presentation followed by the Company as further described in the accompanying notes.




The following unaudited pro forma condensed combined statements of income for the year ended December 31, 2024 and the six months ended June 30, 2025 and the unaudited pro forma condensed combined balance sheet as of June 30, 2025, are based on the historical financial statements of Corpay and Alpha after giving effect to the Acquisition and applying the assumptions and adjustments described herein.

The unaudited pro forma condensed combined financial information, including the notes thereto, are qualified in their entirety by reference to, and have been derived from and should be read in conjunction with, the Company’s historical consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2024, and its Forms 10-Q for the quarter ended June 30, 2025, and Alpha's historical consolidated financial statements and related notes for the year ended December 31, 2024 and as of and for the six months ended June 30, 2025, included as .2 and 99.3 to this Current Report on Form 8-K/A and are incorporated by reference herein.



UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2024
(In Thousands)
 
 Corpay, Inc. and Subsidiaries Historical
(in USD)
Alpha Historical
(in GBP)1
Alpha Historical
(in USD)1
Pro Forma Adjustments
(in USD)		Pro Forma Combined
(in USD)
Revenues, net$3,974,589 £135,600 $173,301 $109,020 (A)$4,256,910 
Net treasury income - client funds— 83,996 107,349 (107,349)(A)— 
Net treasury income - own funds— 1,307 1,670 (1,670)(A)— 
Expenses:— 
Operating expenses— 102,608 131,136 (131,136)(A)— 
Processing869,085 — — 62,343 (A)931,428 
Selling380,906 — — 20,789 (A)401,695 
General and administrative616,874 — — 137,173 (A)(C)(D)754,047 
Depreciation and amortization351,088 — — 92,362 (A)(B)(C)443,450 
Goodwill impairment
90,000 — — — 90,000 
Other operating, net
789 — — — 789 
Gain on disposition of business(121,310)— — — (121,310)
Operating income1,787,157 118,295 151,184 (181,530)1,756,811 
Investment loss, net
239 — — — 239 
Other expense, net
13,722 — — — 13,722 
Finance income— (6,053)(7,736)7,736 (A)— 
Finance expenses— 1,234 1,577 (1,577)(A)— 
Interest expense, net383,043 — — 104,395 (A)(C)(E)487,438 
Loss on extinguishment of debt5,040 — — — 5,040 
Total other expenses, net
402,044 (4,819)(6,159)110,554 506,439 
Income before income taxes1,385,113 123,114 157,343 (292,084)1,250,372 
Provision for income taxes381,381 30,389 38,838 (75,060)(G)345,159 
Net income1,003,732 92,725 118,505 (217,024)905,213 
Less: Net loss attributable to noncontrolling interest(14)(294)(376)376 (F)(14)
Net income attributable to Parent$1,003,746 £93,019 $118,881 $(217,400)$905,227 
Earnings per share:
Basic earnings per share attributable to Corpay$14.27 $12.87 
Diluted earnings per share attributable to Corpay$13.97 $12.60 
Weighted average shares outstanding:
Basic shares70,331 70,331 
Diluted shares71,848 71,848 
1 Reflects the translation of the historical results of Alpha from GBP to USD using an average spot rate of 1.2780 for the year ended December 31, 2024.




UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(In Thousands)
 
 Corpay, Inc. and Subsidiaries Historical
(in USD)
Alpha Historical
(in GBP)1
Alpha Historical
(in USD)1
Pro Forma Adjustments
(in USD)		Pro Forma Combined
(in USD)
Revenues, net$2,107,697 £86,209 $111,839 $50,789 (A)$2,270,325 
Net treasury income - client funds— 38,581 50,051 (50,051)(A)— 
Net treasury income - own funds— 569 738 (738)(A)— 
Expenses:— 
Operating expenses— 78,446 101,768 (101,768)(A)— 
Processing460,361 — — 38,361 (A)498,722 
Selling223,334 — — 15,632 (A)238,966 
General and administrative333,953 — — 46,010 (A)(C)(D)379,963 
Depreciation and amortization183,538 — — 46,851 (A)(B)(C)230,389 
Other operating, net
(3)— — — (3)
Operating income906,514 46,913 60,860 (45,086)922,288 
Other income, net
(6,477)— — — (6,477)
Finance income— (2,989)(3,878)3,878 (A)— 
Finance expenses— 1,431 1,856 (1,856)(A)— 
Interest expense, net190,794 — — 49,096 (A)(C)(E)239,890 
Loss on extinguishment of debt1,596 — — — 1,596 
Total other expenses, net
185,913 (1,558)(2,022)51,118 235,009 
Income before income taxes720,601 48,471 62,882 (96,204)687,279 
Provision for income taxes192,648 13,405 17,390 (24,722)(G)185,316 
Net income527,953 35,066 45,492 (71,482)501,963 
Less: Net income (loss) attributable to noncontrolling interest
552 (176)(228)228 (F)552 
Net income attributable to Parent$527,401 £35,242 $45,720 $(71,710)$501,411 
Earnings per share:
Basic earnings per share attributable to Corpay$7.49 $7.12 
Diluted earnings per share attributable to Corpay$7.38 $7.01 
Weighted average shares outstanding:
Basic shares70,432 70,432 
Diluted shares71,494 71,494 
1 Reflects the translation of the historical results of Alpha from GBP to USD using an average spot rate of 1.2973 for the six months ended June 30, 2025.




UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 2025
(In Thousands)
 Corpay, Inc. and Subsidiaries Historical
(in USD)
Alpha Historical
 (in GBP)1
Alpha Historical
 (in USD)1
Pro Forma Adjustments
(in USD)		Pro Forma Combined
(in USD)
Assets
Current assets:
Cash and cash equivalents$2,192,849 £209,881 $287,833 $(646,642)
(O)(P)(Q)
$1,834,040 
Restricted cash3,338,509 — — 3,901,828 (H)(I)7,240,337 
Derivative financial assets— 240,469 329,782 (329,782)(H)— 
Accounts receivable, net
2,601,292 13,974 19,164 — 2,620,456 
Fixed collateral— 10,302 14,128 (14,128)(H)— 
Securitized accounts receivable—restricted for securitization investors1,639,000 — — — 1,639,000 
Prepaid expenses and other current assets987,593 — — 277,230 (H)(I)1,264,823 
Total current assets10,759,243 474,626 650,907 3,188,506 14,598,656 
Property and equipment, net434,319 7,202 9,877 — 444,196 
Goodwill6,334,018 4,689 6,431 1,283,310 
(J)(K)(L)(M)(O)
7,623,759 
Other intangibles, net2,372,305 15,092 20,697 1,016,637 (L)(M)3,409,639 
Investments58,319 — — — 58,319 
Right-of-use assets— 17,685 24,253 (24,253)(H)— 
Derivative financial assets— 92,226 126,480 (126,480)(H)— 
Other assets477,022 — — 160,796 
(H)(I)(J)(P)(O)
637,818 
Total assets$20,435,226 £611,520 $838,645 $5,498,516 $26,772,387 
Liabilities and equity
Current liabilities:
Accounts payable$1,974,528 £— $— $— $1,974,528 
Accrued expenses450,207 — — 58,210 
(N)
508,417 
Customer deposits4,143,205 — — 3,747,869 (I)7,891,074 
Securitization facility1,639,000 — — — 1,639,000 
Current portion of notes payable and lines of credit609,617 — — 1,000,000 (P)1,609,617 
Other current liabilities823,212 — — 358,912 
(H)(I)(J)(K)
1,182,124 
Derivative financial liabilities— 95,604 131,112 (131,112)(H)— 
Other payables— 109,862 150,666 (150,666)(H)— 
Redemption liability— 692 949 (949)(H)— 
Deferred income— 8,837 12,119 (12,119)(H)— 
Lease liability— 2,663 3,652 (3,652)(H)— 
Current tax liability— 11,949 16,387 (16,387)(H)— 
Total current liabilities9,639,769 229,607 314,885 4,850,106 14,804,760 
Notes payable and other obligations, less current portion5,869,083 — — 889,049 (P)6,758,132 
Deferred income taxes379,240 — — 270,509 (H)(M)649,749 
Other noncurrent liabilities579,955 — — 107,130 
(H)(I)(J)(K)
687,085 
Derivative financial liabilities— 40,060 54,939 (54,939)(H)— 
Other payables— 911 1,249 (1,249)(H)— 
Redemption liability— 1,914 2,625 (2,625)(H)— 
Deferred tax liability— 2,869 3,935 (3,935)(H)— 



Lease liability— 19,294 26,460 (26,460)(H)— 
Total noncurrent liabilities6,828,278 65,048 89,208 1,177,480 8,094,966 
Commitments and contingencies
Stockholders’ equity:
Share capital— 87 119 (119)(K)— 
Share premium account— 52,911 72,563 (72,563)(K)— 
Other reserves— 10,756 14,751 (14,751)(K)— 
Common stock132 — — — 132 
Additional paid-in capital3,902,867 — — — 3,902,867 
Retained earnings9,723,806 281,188 385,624 (480,142)
(K)(N)(Q)(O)
9,629,288 
Accumulated other comprehensive loss(1,436,386)— — — (1,436,386)
Less treasury stock
(8,261,846)(28,807)(39,506)39,506 (K)(8,261,846)
Total stockholders’ equity3,928,573 316,135 433,551 (528,069)3,834,055 
Noncontrolling interest
38,606 730 1,001 (1,001)(K)38,606 
Total equity
3,967,179 316,865 434,552 (529,070)3,872,661 
Total liabilities and equity
$20,435,226 £611,520 $838,645 $5,498,516 $26,772,387 
    
1 Reflects the translation of the historical results of Alpha from GBP to USD using a period end spot rate of 1.3714 as of June 30, 2025.




NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

1. Pro Forma Basis of Presentation

These unaudited pro forma condensed combined financial statements and notes thereto have been prepared in accordance with Article 11 Regulation S-X as promulgated by the SEC, as amended by the final rule Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disclosed Businesses,” in order to give effect to the Acquisition and the related transaction accounting adjustments (pro forma adjustments) described in these notes.

The unaudited pro forma condensed combined financial statements have been derived from the historical consolidated financial statements of Corpay and Alpha. The historical financial statements of Corpay were prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") and in its reporting currency of U.S. dollars ("USD"). The historical financial statements of Alpha were prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board and presented in pounds sterling ("GBP"). The unaudited pro forma condensed combined financial statements includes adjustments to translate the historical results of Alpha from GBP to USD using a period end spot rate of 1.3714 for the unaudited pro forma condensed combined balance sheet as of June 30, 2025 and average spot rates of 1.2973 and 1.2780 for the unaudited pro forma condensed combined statements of income for the six months ended June 30, 2025 and for the year ended December 31, 2024, respectively.

The Alpha financial statements presented in these unaudited pro forma condensed combined financial statements have been adjusted from IFRS to U.S. GAAP to conform with the Company's financial statements. The key difference between U.S. GAAP and IFRS relevant to the Alpha financial statements relates to lease accounting, discussed further below. Under IFRS, lessees account for all leases as finance leases, with the associated lease expenses recorded within interest expense and depreciation expense. Under U.S. GAAP, Alpha's leases, which were analyzed under Accounting Standards Codification Topic 842, “Leases”, would be classified as operating leases with lease expense recognized on a straight-line basis as part of operating expenses.

The accounting policies of Alpha under IFRS, which are described in Note 2 to Alpha's historical consolidated financial statements included in this filing, are not expected to be materially different from U.S. GAAP, except for the adjustments related to the balance sheet classification of customer funds held for the benefit of others and the net balance sheet presentation of derivative asset and liability positions, discussed further below. Further review of Alpha’s accounting policies and consolidated financial statements may result in additional revisions to Alpha’s accounting policies and the presentation and disclosure of financial information to conform to those of Corpay.

Certain financial statement line items included in Alpha’s historical presentation have been reclassified to conform to the corresponding financial statement line items included in Corpay’s historical presentation. The classification of these items have no impact on the historical operating income, net income, total assets, total liabilities or stockholders’ equity reported by Corpay or Alpha.

The unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting with Corpay considered the acquirer of Alpha. The acquisition method of accounting is in accordance with Accounting Standards Codification Topic 805, Business Combinations. As the acquirer, Corpay has preliminarily estimated the fair value of the assets acquired and liabilities assumed from Alpha based on initial valuations performed by management and third-party specialists, which rely on management’s estimates and assumptions, as well as other information compiled by management, including information from prior valuations of similar acquired entities and the books and records of Alpha. The fair value adjustments using the acquisition method of accounting reflected in the unaudited pro forma condensed combined balance sheet are preliminary and subject to adjustment based



on final determinations of fair value within the measurement period which is up to 12 months from the date of the Acquisition. Actual results may differ from the unaudited pro forma condensed combined financial information once the final acquisition accounting by the Company has been completed and the Company has determined the final purchase price for Alpha and has completed the valuation studies necessary to finalize the required purchase price allocations. There can be no assurance that such finalization will not result in material changes.

The unaudited pro forma condensed combined statements of income for the six months ended June 30, 2025 and for the year ended December 31, 2024 are presented as if the Acquisition had occurred on January 1, 2024. The unaudited pro forma condensed combined balance sheet as of June 30, 2025 is presented as if the Acquisition occurred on that date. The unaudited pro forma condensed combined statements of income of the Company for the six months ended June 30, 2025 and year ended December 31, 2024, have been prepared using the historical consolidated statements of operations of the Company and Alpha for the six months ended June 30, 2025 and year ended December 31, 2024, giving effect to the Company’s acquisition of Alpha using the acquisition method of accounting and applying the assumptions and adjustments described herein. The unaudited pro forma condensed combined balance sheet of the Company as of June 30, 2025 has been prepared using the historical consolidated balance sheet data of the Company and Alpha as of June 30, 2025, giving effect to the Company’s acquisition of Alpha using the acquisition method of accounting and applying the assumptions and adjustments described herein.

The unaudited pro forma condensed combined financial information has been prepared by management for illustrative purposes only and are not necessarily indicative of the consolidated financial position or results of operations in future periods or the results that actually would have been realized had the Company and Alpha been a combined company during the specified periods. The unaudited pro forma condensed combined financial statements do not reflect (i) the costs of any integration activities or benefits that may result from the realization of future revenue or cost synergies that are expected to result from the Acquisition or (ii) incremental costs associated with Alpha being a component of a publicly traded company.
2. Pro Forma Adjustments

The historical financial statements have been adjusted from IFRS to U.S. GAAP to conform with the Company's financial statements and to give effect to pro forma events that are (i) directly attributable to the Acquisition, (ii) factually supportable, and (iii) with respect to the statements of income, expected to have a continuing impact on the combined results of Corpay and Alpha. The following pro forma adjustments are included in the unaudited pro forma condensed combined financial statements.

A. Adjustments to reflect the reclassification of Alpha's historical results to conform to the Company's financial statement presentation for the year ended December 31, 2024 and for the six months ended June 30, 2025. The following table details these financial statement reclassification adjustments (in thousands, in USD):




Year Ended December 31, 2024Six Months Ended June 30, 2025
Revenues, net$109,019 $50,789 
Net treasury income - client funds(107,349)(50,051)
Net treasury income - own funds(1,670)(738)
Operating Expenses
(131,136)(101,768)
Processing62,343 38,361 
Selling20,789 15,632 
General and administrative37,405 42,214 
Depreciation and amortization10,599 5,561 
Finance income7,736 3,877 
Finance expenses(1,577)(1,856)
Interest expense, net(6,159)(2,021)
Total$— $— 

The Company presents revenue in a single line item on the financial statements (Revenues, net) as opposed to separately presenting revenue by the funds used. The Company also separately presents categories of operating expenses as opposed to presenting operating expenses in a single line item. The Company also presents net interest income and expense as a single line item as opposed to presenting interest income and expense as separate line items.

B. Adjustment to record estimated incremental amortization expense of definite-lived intangibles acquired of $48.4 million and $95.3 million for the six months ended June 30, 2025 and the year ended December 31, 2024, respectively. The Company's estimated preliminary allocation of the purchase price to identified intangible assets is $1.0 billion, primarily comprised of customer relationships, trade names, and acquired technology. The amortization of definite-lived intangibles will be expensed over the relative estimated useful lives between 3 and 20 years. The definite-lived intangible assets are amortized over the period of time that the assets are expected to contribute directly or indirectly to future cash flows. The valuation and resulting amortization of the identifiable intangible assets acquired is preliminary and subject to change as the Company finalizes the review of key assumptions, inputs and estimates, and certain useful life assumptions.

Adjustment also reflects the removal of intangible amortization expense included in Alpha's historical statements of income of $4.6 million and $8.6 million for the six months ended June 30, 2025 and the year ended December 31, 2024, respectively.

C. Adjustments of $2.7 million and $4.6 million for the six months ended June 30, 2025 and the year ended December 31, 2024, respectively, to convert leases accounted for and recorded under IFRS 16 to ASC 842 which includes recording the estimated lease expense for Alpha's operating leases within general and administrative expense and to reflect the required re-measurement of Alpha's lease portfolio as of October 31, 2025 upon acquisition, updated for the Company's estimated incremental borrowing rates as of that date.

Adjustment also reflects the removal of Alpha's historical lease expense of $2.5 million and $4.9 million for the six months ended June 30, 2025 and the year ended December 31, 2024, respectively, which was reflected as depreciation expense and $0.8 million and $1.6 million for the six months ended June 30, 2025 and the year ended December 31, 2024, respectively, within interest expense.




D. Adjustment to record the Company’s best estimate of additional incremental expenses incurred by the Company had Corpay acquired Alpha on January 1, 2024. Adjustment is primarily related to incremental transaction-related professional service fees including consulting, accounting, legal and tax fees as well as employee compensation related to retention arrangements. Adjustment results in incremental expense of approximately $1.1 million for the six months ended June 30, 2025 and $95.2 million for year ended December 31, 2024, respectively. Adjustments are forward-looking in nature.

E. Adjustment reflects the impact of incremental interest expense related to the Company’s financing-related actions in connection with the Acquisition. The Company financed the Acquisition primarily through borrowings under its Credit Agreement, namely a new seven-year, $900 million Term Loan B and incremental Revolver B borrowings of $1 billion under its existing revolving line of credit facility. The new Term B and revolver debt has been assumed to bear interest based on the Secured Overnight Financing Rate plus a margin adjustment, or 5.7% for the Term B borrowings and 5.5% for the Revolver B borrowings, resulting in estimated interest expense within the pro forma results of approximately $50.0 million for the six months ended June 30, 2025 and $98.6 million for the year ended December 31, 2024.

A one-eighth of a percentage change in interest rates would result in a change in interest expense of $1.1. million for the six months ended June 30, 2025 and $2.2 million for the year ended December 31, 2024.

Adjustment for the year ended December 31, 2024, also reflects the amortization of approximately $9.8 million in debt issuance costs related to a £1.875 billion bridge facility that the Company entered into in connection with the announced acquisition of Alpha. The Company did not utilize the bridge term loan for the financing of the acquisition. The bridge term loan facility expired on November 7, 2025.

Adjustment also reflects the amortization of debt issuance costs and debt discounts related to the Company's incremental borrowings, as if such borrowings had been entered into on January 1, 2024, of approximately $1.9 million for the six months ended June 30, 2025 and $3.7 million for the year ended December 31, 2024.

F. Adjustment to remove the noncontrolling interest activity within Alpha's historical financial statements. In connection with the Acquisition, the Company also acquired the remaining interest of Cobase, of which Alpha had previously owned 86%. The unaudited condensed combined pro forma financial statements reflect the full ownership of Cobase and inclusion of the full income statement results for Cobase, as if such transaction had been entered into on January 1, 2024.

G. Adjustments to record the income tax effect of all pro forma adjustments recorded using the blended statutory rate in effect for the Company of 25.7% for the year ended December 31, 2024 and for the six months ended June 30, 2025.




H. Adjustments to reflect the reclassification of Alpha's accounts to conform to the presentation of the Company's balance sheet at June 30, 2025. The following table details these financial statement reclassification adjustments (in thousands, in USD):

6/30/2025
Restricted cash$14,128 
Fixed collateral(14,128)
Derivative financial assets(329,781)
Prepaid expenses and other current assets329,781 
Total current assets— 
Right-of-use assets(24,253)
Derivative financial assets(126,480)
Other assets150,733 
Total noncurrent assets— 
Total assets— 
Derivative financial liabilities(131,112)
Other payables(150,666)
Redemption liability(949)
Deferred income(12,119)
Lease Liability(3,652)
Current tax liability(16,387)
Other current liabilities314,885 
Total current liabilities— 
Derivative financial liabilities(54,939)
Other payables(1,249)
Redemption liability(2,625)
Deferred tax liability(3,935)
Lease liability(26,460)
Deferred income taxes3,935 
Other noncurrent liabilities85,273 
Total noncurrent liabilities— 
Total liabilities— 

I. When the Company determines it has control over customer funds held for the benefit of others in accordance with U.S. GAAP and the Company's accounting policies, as well as its capital allocation and working capital strategy, the Company recognizes the related asset and liability on its balance sheet. Such amounts were excluded from Alpha's historical balance sheet as Alpha had concluded that it did not exercise sufficient control over such funds. Corpay concluded that it has control over these funds and therefore has recognized and presented it as a pro forma adjustment. The balance of client funds representing a pro forma adjustment to restricted cash and customer deposits is $3.7 billion.

Adjustment also reflects accounting policy conformity related to the Company's application of U.S. GAAP in determining the net balance sheet presentation of Alpha's derivative asset and liability positions. The fair values of derivative assets and liabilities associated with contracts, which include netting terms that the Company believes to be enforceable, have been recorded on a net basis within prepaid expenses and other current assets, other assets, other current liabilities and other noncurrent liabilities. Cash collateral amounts are recorded within restricted cash and customer deposits.




The Company continues to perform a detailed review of Alpha's historical financial statements. As a result of that review, the Company may identify additional differences between the accounting policies of the two companies that, when conformed, could have a material impact on the combined financial statements.

J. Adjustment to reflect the required remeasurement of Alpha's lease portfolio as of October 31, 2025 upon acquisition, utilizing the Company's estimated incremental borrowing rates as of that date, resulting in (i) an increase to other assets of $6.0 million; (ii) an increase to other current liabilities of $2.4 million and (iii) an increase to other noncurrent liabilities of $3.1 million.

K. Adjustment to eliminate the historical retained earnings and equity balances of Alpha and acquisition of remaining Cobase noncontrolling interest along with the Alpha transaction.

L. Adjustment to eliminate the historical goodwill and other intangibles balances of Alpha of $6.4 million and $20.7 million, respectively.

M. Adjustment to record the preliminary valuation of the fair value of identifiable intangible assets and goodwill acquired. The Company's estimated preliminary allocation of the purchase price to identified intangible assets is $1.0 billion, primarily comprised of customer relationships, trade names, and acquired technology. The amortization of definite-lived intangibles will be expensed over the relative estimated useful lives between 3 and 20 years. The valuation and resulting amortization of the identifiable intangible assets acquired is preliminary and subject to change as the Company finalizes the review of key assumptions, inputs and estimates, and certain useful life assumptions.

Adjustment also reflects the recognition of estimated deferred tax liabilities of $267 million associated with the acquisition of intangible assets using a blended statutory rate of 25.7%. All of the goodwill attributable to the acquisition of Alpha is expected to be deductible for tax purposes.

N. Adjustment reflects acquisition related expenses incurred by the Company and Alpha for the Acquisition.

O. Adjustment reflects the preliminary determination of consideration transferred of $2.5 billion, net of $49.2 million cash payment ineligible for inclusion in purchase price. Specifically, (i) $25.8 million recorded to retained earnings to reflect buyer-side acquisition costs expensed immediately by Corpay at the acquisition date and (ii) $23.5 million recorded to other assets representing prepaid compensation earned by Alpha employees as future service is rendered. None of the consideration transferred is contingent.

P. Adjustment reflects the impact of the Company’s borrowings to finance the Acquisition. The Company financed the Acquisition primarily through borrowings under its Credit Agreement, namely its new seven-year, $900 million Term Loan B and incremental Revolver B borrowings of $1 billion under its existing revolving line of credit facility.

As a result of the Term Loan B and Revolver B borrowings, the Company capitalized debt issuance costs of approximately $14.8 million. Adjustments on the pro forma balance sheet reflect the incremental impact of debt issuance costs incurred, resulting in (i) a decrease to cash and cash equivalents of $14.8 million; (ii) an increase to other assets of $3.8 million for amounts allocated to the Revolver B and (iii) a decrease to notes payable and other obligations, less current portion of $11.0 million for amounts allocated to the new Term Loan B at June 30, 2025.

Q. Adjustment also reflects the amortization of approximately $10.5 million in debt issuance costs related to obtaining a £1.875 billion bridge facility that the Company entered into in connection with the announced Acquisition. The Company did not utilize the bridge term loan for the financing of the Acquisition. The bridge term loan facility expired on November 7, 2025.