Good afternoon ladies and gentlemen. Welcome to FleetCor Technologies Incorporated Third Quarter Conference Call. At this time I would like to turn the conference over to Eric Dey, Chief Financial Officer.

Good afternoon everyone and thank you for joining us today. By now everyone should have access to our third quarter 2012 press release. It can also be found at www.fleetcor.com under the Investor Relation 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 described previously. Also, we are reviewing 2012 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 2012 guidance. 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 (sic) [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 everyone and thanks for joining the call today. I plan to cover just a couple of subjects here in my opening remarks. So first off, I’ll provide a bit more perspective on Q3 and second, I’ll discuss the overall outlook for the company. Okay, so first off let me turn to our results for the quarter. The Q3 results we reported were really good and ahead of our internal plan. We set new record highs for both revenue and profit. We reported Q3 revenue of $187 million up 39% and cash EPS of $0.83 up 47%. Our adjusted net income grew over 50% for the quarter and our EBITDA reached almost $100 million for the quarter, so overall pretty good. So in terms of drivers, let me start with the environment and I describe the environment really as mixed for the quarter. Our market spreads returned to normalized levels, so not much help there. Fuel prices were flat in the U.S. but up a bit in Europe, so it helped our International segment some. We enjoyed a favorable onetime Q3 tax credit, which was worth roughly $0.03 in the quarter, so kind of operating EPS really $0.80 for the quarter and on the negative side FX was the headwind reducing our revenue approximately $3 million versus constant currency, so really again a bit of a mixed bag. Our North American business had another really terrific quarter. Adjusted revenues grew 11%, all organic and our universal card programs drove most of that upside, beating our internal expectations really across the board. Our CLC business continued to perform well. It was up 14% for the quarter. And then lastly our recent acquisitions, AllStar, Efectivale, CTF and NKT were all added into the quarter, so that gave us lots…

Thanks Ron. For the third quarter of 2012 we reported revenue of $186.9 million, an increase of 39% from the third quarter of 2011. Revenue from our North American segment increased 9.1% to $101.5 million in the third quarter of 2012 from $93 million in the third quarter of 2011 and revenue from our international segment increased 107% to $85.4 million in the third quarter of 2012 from $41.2 million in the third quarter of 2011. For the third quarter of 2012 GAAP net income increased 47% to $59.7 million or $0.69 per diluted share from $40.5 million or $0.48 per diluted share in the third 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 revenue less merchant commissions. We use adjusted revenues as a basis to evaluate the company’s revenues, net of the commissions that are paid to merchants who 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 markets 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 noncash stock-based compensation expense related to share-based compensation awards, amortization of deferred financing cost and intangible assets, amortization of the premium recognized on the purchase of receivables, a loss on early extinguishment of debt and adjusted for the income tax effect of such. The reconciliation of adjusted revenues and adjusted net income to our GAAP numbers are provided in Exhibit 1 of our press release. Adjusted revenues in the third quarter…

[Operator Instructions] Our first question is from the line of Julio Quinteros with Goldman Sachs.

Just really quickly, on the organic commentary, I just want to make sure, the 11% growth, that was only concentrated in North America, is that correct?

Correct.

That’s correct Julio.

Okay, so by definition everything else would have been acquired for the reported revenues.

No, that’s actually not correct. I mean we’ve got organic growth clearly in our European operations as well. If you remember when I commented on like the international businesses, I kind of talked about each one individually. So we had kind of had double-digit growth in our Russian business, double-digit growth kind of in the mid-teens in our Mexican business. Our Brazilian business is actually up, certainly double-digit levels over prior year as well and then our European businesses are kind of flat to perhaps down a little bit because of the economy.

Okay, great, that’s helpful. And then as you guys have had a chance now to kind of look at the integration and the plans around some of the recent acquisitions here, is there anything either from a cost or revenue perspective that you guys are seeing, that provides move opportunity as we really start thinking about 2013 and what the contributions could be here, again, either from a revenue or a cost integration perspective.

Julio, its Ron. I would say they are probably consistent with our theses when we did the deals, which would be pretty significant next year. But we’ve owned a couple of them almost a year and certainly will be a year by December in the case of AllStar, so we are pretty well underway in making improvements.

Okay, got it. And then just lastly on the ramp of the new assets. When it's all said and done, are there any targets in terms of we should be thinking about how much the fuel spread business could contribute to revenues over time. That’s something can cause some noise quarter-to-quarter, but anyway think about how the new contribution from the new businesses could impact the overall mix there as you start looking at the kind of longer term view.

Generally Julio, the businesses that we are acquiring are non-fuel spread based businesses. So as a percentage of our total revenue, that mix should decrease over time.

Julio, its Ronald. The last four are basically zero in terms of fuel-spread dependency.

Yes, I realized that. I was just wondering if there was a target or something that you guys had in mind in terms of where you would like to get the overall contribution from that type of business.

No, it's just another revenue sources. We have many different models around the world and that’s just one of our models.

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

This is actually Adam Carron for Darrin. Just in terms of what we are seeing in the international segment, is there any way you could help parse out your exceptions for revenue per transaction on a go-forward basis. Obviously we saw a little bit of a jump sequentially here from second quarter to third quarter. And it was down much less on a year-over-year basis. Is there any way to think about that going forward?

Well, you know what happens Adam is, when we buy some of these businesses, generally speaking some of those businesses have lower revenue per transaction products, like the Efectivale business and the AllStar business as an example. Some of the businesses actually have higher revenue per tran businesses, like the CTF business and actually the Russian acquisition that we recently completed. Generally though, after we buy these businesses we improve the performance of those businesses and the revenue per tran in each of those business will start to increase over time. But generally when we just buy them, it can have a negative impact on the run rate, just because of the mix of the new business.

Okay, and then that’s very helpful. And then just a quick follow-up in terms of, could you guys provide us with an up-date in terms of the rollout of Shell. I think you guys were just looking at -- your expectations would exceed in the fourth -- or, in October of 2012 and just maybe you could quantify what we should expect in terms of an impact to transactions and revenue per tran there.

Yes Adam, it’s Ron. We are kind of at the one-yard line in terms of being ready to launch into the first market, T minus some set of dates here and so there would be virtually kind of no impact here in 2012, and then I would assume that we would probably board about half the transactions next year and the other half the following year, kind of half in ‘13 and half in ‘14.

[Operators Instructions] Our next question is from the line of Phil Stiller with Citi Group.

I wanted to ask about the margins. We were a bit surprised to see them up on a year-over-year basis. I think your commentary related to some of the recent acquisitions was that those were lower margin businesses. So I was wondering if you can provide some color on what drove the margin increase on a year-over-year basis and what you guys expect going forward.

Hey Phil, this is Erick. Yes, if you look at our margins kind of in each of our 2 segments, at the North American level our margins were up kind of, I don’t know, 3% to 4% and what drives that effectively is the organic growth in the business. So really nothing unusual going on from that segment perspective. If you look at the international business they are probably down a little but -- and that’s driven primarily by the mix impact, obviously of adding the lower margin businesses into the portfolio. But I would say that on a consolidated level, our margins are exactly where we thought they were going to be.

Is there a point at some point in the near future where you reach an inflection point in international margins, given the cost savings that you guys are pursuing on some of these deals?

We are just starting that process Phil, so there’s a long runway between when we are going to start reaching any inflection point on the new deals. As Ron indicated, I mean we are just starting with AllStar and we are just scratching the surface with some of our other acquisitions. So there’s a pretty good runway in front of them.

Yes Phil, it’s Ronald. The leverage tends to be onetime on the cost side, but it's kind of never ending on the revenue side, both pricing and then what we call product upgrades or mix or the add-ons. So again, I think our message is consistent, that we expect margins to continually increase.

Okay. On the topic of deals, can you provide an update on what your pipeline is looking like. I’m assuming you guys still remain pretty optimistic given the increase in the credit facility here.

Yes, we like to have some money, so yes Phil, I would say as always the same line, busy. What we are involved in both on the partner side, oil partner and on the pure acquisition side, we are in multiple situations on both of those fronts, one of the reasons obviously we up-sized the line.

Yes, can you provide some more color on the partnership opportunities? It seems like your still progressing along with Shell, although it’s probably been a little slower than you original anticipated. As we think about potential new deals, are those continuing to get pushed out and if we think about you signing them, would they require capital to do so?

Yes so the answer is it’s a mix. So of the partner opportunities we are looking at, we have both kind of processing-only kinds of opportunities and we have more full service outsourcing opportunities as well. We have some that require 0 capital, it’s just taking over and provisioning a service and we have others where we’re “effectively acquiring” the card base and paying some premium basically to do that. So it’s a mix, Phil, across the things we are working on.

[Operator Instructions] Those are all the questions we have for today and that does conclude the conference call as well. Thank you for your participation. You may now disconnect.