WEX - 10-Q quarterly report FY2011 Q2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011

OR


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-32426

WRIGHT EXPRESS CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		01-0526993
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

97 Darling Avenue, South Portland, Maine		04106
(Address of principal executive offices)		(Zip Code)

(207) 773-8171
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

þ Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

þ Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o(Do not check if a smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes þ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class		Outstanding at August 2, 2011
Common Stock, $0.01 par value per share		38,642,054 shares

TABLE OF CONTENTS


		Page
	PART I-FINANCIAL INFORMATION

Item 1.	Unaudited Condensed Consolidated Financial Statements		- 3 -

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		- 21 -

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		- 31 -

Item 4.	Controls and Procedures		- 32 -

	PART II-OTHER INFORMATION

Item 1.	Legal Proceedings		- 33 -

Item 1A.	Risk Factors		- 33 -

Item 6.	Exhibits		- 34 -

	SIGNATURE		- 35 -
EX-10.7
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for statements that are forward-looking and are not statements of historical facts. This Quarterly Report contains forward-looking statements. Any statements that are not statements of historical facts may be deemed to be forward-looking statements. When used in this Quarterly Report, the words “may,” “will,” “could,” “anticipate,” “plan,” “continue,” “project,” “intend,” “estimate,” “believe,” “expect” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words. Forward-looking statements relate to our future plans, objectives, expectations and intentions and are not historical facts and accordingly involve known and unknown risks and uncertainties and other factors that may cause the actual results or performance to be materially different from future results or performance expressed or implied by these forward-looking statements. The following factors, among others, could cause actual results to differ materially from those contained in forward-looking statements made in this Quarterly Report, in press releases and in oral statements made by our authorized officers: the Company’s failure to successfully integrate the businesses it has acquired; the failure to successfully expand business internationally; fuel price volatility; the Company’s failure to maintain or renew key agreements; failure to expand the Company’s technological capabilities and service offerings as rapidly as the Company’s competitors; the actions of regulatory bodies, including banking and securities regulators, or possible changes in banking regulations impacting the Company’s industrial loan bank and the Company as the corporate parent; the uncertainties of litigation; the impact of foreign currency exchange rates on the Company’s operations, revenue and income; the effects of general economic conditions, including uncertainties resulting from the potential downgrade of the credit rating of securities issued by the United States, on fueling patterns and the commercial activity of fleets; the effects of the Company’s international business expansion efforts and any failure of those efforts; the impact and range of third quarter and full year credit losses; changes in interest rates; financial loss if the Company determines it necessary to unwind its derivative instrument position prior to the expiration of a contract; as well as other risks and uncertainties identified in Item 1A of our Annual Report for the year ended December 31, 2010, filed on Form 10-K with the Securities and Exchange Commission on February 28, 2011. Our forward-looking statements and these factors do not reflect the potential future impact of any alliance, merger, acquisition or disposition. The forward-looking statements speak only as of the date of the initial filing of this Quarterly Report and undue reliance should not be placed on these statements. We disclaim any obligation to update any forward-looking statements as a result of new information, future events or otherwise.

- 2 -

PART I


Item 1. Financial Statements.

WRIGHT EXPRESS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(unaudited)


	June 30,			December 31,
	2011			2010

Assets
Cash and cash equivalents	$	57,012		$	18,045
Accounts receivable (less reserve for credit losses of $10,880 in 2011 and $10,237 in 2010)		1,557,413			1,160,482
Available-for-sale securities		10,503			9,202
Property, equipment and capitalized software (net of accumulated depreciation of $98,213 in 2011 and $88,970 in 2010)		61,835			60,785
Deferred income taxes, net		159,245			161,156
Goodwill		559,118			537,055
Other intangible assets, net		120,929			124,727
Other assets		37,154			26,499


Total assets	$	2,563,209		$	2,097,951


Liabilities and Stockholders’ Equity
Accounts payable	$	579,110		$	379,855
Accrued expenses		53,208			41,133
Income taxes payable		7,380			3,638
Deposits		768,461			529,800
Borrowed federal funds		9,400			59,484
Fuel price derivatives, at fair value		17,820			10,877
Revolving line-of-credit facilities and term loan		386,500			407,300
Other liabilities		6,256			6,712
Amounts due under tax receivable agreement		96,105			100,145


Total liabilities		1,924,240			1,538,944

Commitments and contingencies (Note 10)

Stockholders’ Equity
Common stock $0.01 par value; 175,000 shares authorized, 42,226 in 2011 and 41,924 in 2010 shares issued; 38,661 in 2011 and 38,437 in 2010 shares outstanding		422			419
Additional paid-in capital		141,136			132,583
Retained earnings		552,497			499,767
Other comprehensive income (loss), net of tax:
Net unrealized gain on available-for-sale securities		148			92
Net unrealized loss on interest rate swaps		(229	)		(368	)
Net foreign currency translation adjustment		46,362			27,881


Accumulated other comprehensive income		46,281			27,605

Less treasury stock at cost, 3,566 shares in 2011 and 2010		(101,367	)		(101,367	)


Total stockholders’ equity		638,969			559,007


Total liabilities and stockholders’ equity	$	2,563,209		$	2,097,951

See notes to unaudited condensed consolidated financial statements.

- 3 -

WRIGHT EXPRESS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(unaudited)


	Three months ended						Six months ended
	June 30,						June 30,
	2011			2010			2011			2010

Revenues
Fleet payment solutions	$	113,648		$	78,385		$	212,182		$	151,795
Other payment solutions		27,624			13,050			49,180			23,486


Total revenues		141,272			91,435			261,362			175,281

Expenses
Salary and other personnel		26,410			20,447			52,104			40,067
Service fees		18,194			9,468			31,204			17,062
Provision for credit losses		6,128			2,851			11,787			8,762
Technology leasing and support		4,022			3,261			7,956			6,085
Occupancy and equipment		2,820			2,043			6,085			4,087
Depreciation and amortization		10,908			5,737			21,877			11,610
Operating interest expense		1,461			1,429			2,739			2,871
Cost of hardware and equipment sold		825			655			1,876			1,198
Other		9,329			6,197			18,387			12,002


Total operating expenses		80,097			52,088			154,015			103,744


Operating income		61,175			39,347			107,347			71,537

Financing interest expense		(3,548	)		(693	)		(5,987	)		(1,419	)
Gain on foreign currency transactions		4			40			492			43
Net realized and unrealized gain (loss) on fuel price derivatives		6,232			9,363			(18,943	)		7,583


Income before income taxes		63,863			48,057			82,909			77,744

Income taxes		23,248			18,021			30,179			29,154


Net income		40,615			30,036			52,730			48,590

Changes in available-for-sale securities, net of tax effect of $39 and $33 in 2011 and $41 and $59 in 2010		68			74			56			108
Changes in interest rate swaps, net of tax effect of $40 and $81 in 2011 and $13 and $(56) in 2010		69			21			139			(96	)
Foreign currency translation		10,798			(335	)		18,481			(533	)


Comprehensive income	$	51,550		$	29,796		$	71,406		$	48,069


Earnings per share:
Basic	$	1.05		$	0.77		$	1.37		$	1.26
Diluted	$	1.04		$	0.77		$	1.36		$	1.24

Weighted average common shares outstanding:
Basic		38,722			38,830			38,619			38,582
Diluted		38,947			39,136			38,915			39,115

See notes to unaudited condensed consolidated financial statements.

- 4 -

WRIGHT EXPRESS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)


	Six months ended
	June 30,
	2011			2010

Cash flows from operating activities
Net income	$	52,730		$	48,590
Adjustments to reconcile net income to net cash used for operating activities:
Fair value change of fuel price derivatives		6,943			287
Stock-based compensation		4,574			2,976
Depreciation and amortization		23,139			12,067
Deferred taxes		4,750			15,428
Provision for credit losses		11,787			8,762
Loss on disposal of property and equipment		592			—
Changes in operating assets and liabilities, net of effects of acquisition:
Accounts receivable		(409,223	)		(190,626	)
Other assets		(8,627	)		1,171
Accounts payable		196,591			93,653
Accrued expenses		2,099			(2,975	)
Income taxes		10,441			(2,283	)
Other liabilities		(536	)		(29	)
Amounts due under tax receivable agreement		(4,040	)		(3,905	)


Net cash used for operating activities		(108,780	)		(16,884	)

Cash flows from investing activities
Purchases of property and equipment		(12,417	)		(13,455	)
Purchases of available-for-sale securities		(1,797	)		(77	)
Maturities of available-for-sale securities		585			1,198
Acquisition of ReD — adjustment		3,734			—
Acquisition of rapid!, net of earn out		(8,081	)		—


Net cash used for investing activities		(17,976	)		(12,334	)

Cash flows from financing activities
Excess tax benefits from share-based payment arrangements		3,659			981
Repurchase of share-based awards to satisfy tax withholdings		(2,387	)		(1,762	)
Proceeds from stock option exercises		2,675			1,970
Net increase in deposits		238,650			96,278
Net decrease in borrowed federal funds		(50,084	)		(46,905	)
Loan origination fee paid for 2011 revolving line-of-credit facility		(6,184	)		—
Net repayments on 2007 revolving line-of-credit facility		(332,300	)		—
Repayments on term loan		(75,000	)		—
Net borrowings in 2011 revolving line-of-credit facility		189,000			(36,800	)
Borrowings on 2011 term note agreement		200,000			—
Repayment of 2011 term note agreement		(2,500	)		—
Purchase of shares of treasury stock		—			(10,464	)


Net cash provided by financing activities		165,529			3,298

Effect of exchange rate changes on cash and cash equivalents		194			(176	)


Net change in cash and cash equivalents		38,967			(26,096	)
Cash and cash equivalents, beginning of period		18,045			39,304


Cash and cash equivalents, end of period	$	57,012		$	13,208


Supplemental cash flow information
Interest paid	$	7,135		$	1,317
Income taxes paid	$	10,714		$	15,031
Conversion of preferred stock shares and accrued preferred dividends to common stock shares	$	—		$	10,004

Significant non-cash transaction
Acquisition of rapid! — estimated earn out	$	10,000		$	—

See notes to unaudited condensed consolidated financial statements.

- 5 -

WRIGHT EXPRESS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all information and notes required by generally accepted accounting principles (“GAAP”) for complete financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to consolidated financial statements included in the Annual Report on Form 10-K of Wright Express Corporation for the year ended December 31, 2010. These condensed consolidated financial statements should be read in conjunction with the financial statements that are included in the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2010, filed with the Securities and Exchange Commission (“SEC”) on February 28, 2011. When used in these notes, the term “Company” means Wright Express Corporation and all entities included in the consolidated financial statements. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2011, are not necessarily indicative of the results that may be expected for any future quarter(s) or the year ending December 31, 2011.

In the first six months of 2011, consolidated stockholders’ equity changed because of (i) changes in other comprehensive income reflected in the consolidated statements of comprehensive income; (ii) changes in common stock and additional paid-in capital reflected in the consolidated statements of cash flows (including stock-based compensation, proceeds from stock option exercises and tax activities around share-based awards); and (iii) net income.

- 6 -

WRIGHT EXPRESS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)

2. Business Acquisitions

Acquisition of RD Card Holdings Australia Pty Ltd.

On September 14, 2010, the Company, through its wholly-owned subsidiary, Wright Express Australia Holdings Pty Ltd, completed its acquisition of all of the outstanding shares of RD Card Holdings Australia Pty Ltd. from RD Card Holdings Limited and an intra-group note receivable from RD Card Holdings Limited (the “ReD Transaction”). This acquisition extends the Company’s international presence and provides global revenue diversification. Consideration paid for the transaction was $360,300 Australian Dollars (“AUD”) (which was equivalent to approximately $336,300 U.S. dollars at the time of closing). This consideration included $6,500 AUD the Company paid for working capital adjustments. The purchase price and related allocations for the ReD Transaction were revised during the first and second quarters of 2011 as the Company finalized its working capital adjustments and valuation of intangible assets. The prior year’s amortization was adjusted by $250 in the current period for the effects of the change in intangible asset valuation. The final purchase price and related allocations for a portion of the ReD Transaction have yet to be finalized as the Company is currently in the process of completing its valuation of certain liabilities assumed and the related tax impact as part of the acquisition.

The following is a summary of the preliminary allocation of the purchase price to the assets and liabilities acquired:


	Preliminary Purchase Price
	Allocation
	June 30,			December 31,
$ USD	2011			2010

Consideration paid (net of cash acquired)	$	336,260		$	339,994
Less:
Accounts receivable		91,487			91,638
Accounts payable		(50,534	)		(50,534	)
Other tangible assets, net		407			1,970
Software		11,526			10,986
Patent		3,086			2,869
Customer relationships		70,723			73,939
Brand name		5,470			5,374


Recorded goodwill	$	204,095		$	203,752

- 7 -

WRIGHT EXPRESS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)

The following represents unaudited pro forma operational results as if Wright Express Australia had been included in the Company’s condensed consolidated statements of operations as of the beginning of the fiscal years:


	Three		Six
	months		months
	ended		ended
	June 30,		June 30,
$ USD	2010		2010

Net revenue	$	106,575	$	204,567
Net income	$	30,134	$	48,148

Pro forma net income per common share:
Net income per share — basic	$	0.78	$	1.25
Net income per share — diluted	$	0.77	$	1.23

The pro forma financial information assumes the companies were combined as of January 1, 2010, and includes business combination accounting effects from the acquisition including amortization charges from acquired intangible assets, interest expense for debt incurred in the acquisition and net income tax effects. The pro forma results of operations do not include any cost savings or other synergies that may result from the acquisition or any estimated costs that have been or will be incurred by the Company to integrate Wright Express Australia. The pro forma information as presented above is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal 2010.

Acquisition of rapid! Financial Services LLC.

On March 31, 2011, the Company acquired certain assets of rapid! Financial Services LLC (“rapid!”) for approximately $18,000 including an estimate of contingent consideration for future performance milestones of $10,000. rapid! is a provider of payroll debit cards, e-paystubs and e-W-2s, and is focused on small and medium sized businesses. The Company purchased rapid! to expand its purchase card product offerings. The operations of rapid! are included in the Other Payment Solutions segment. During the first quarter of 2011, the Company allocated the purchase price of the acquisition based upon a preliminary estimate of the fair values of the assets acquired and liabilities assumed. During the second quarter of 2011, the estimated valuation of intangibles was revised to increase acquired intangible assets by $2,300, while goodwill was decreased by the same amount. These valuations of intangible assets are still based on a preliminary assessment.

A contingent consideration agreement was entered into in connection with the purchase of rapid!. Under the terms of the agreement the former owners of rapid! will receive additional consideration based upon the achievement of certain performance criteria, measured over the twelve-month period from the date of purchase. The payment is anticipated to be made during the second quarter of 2012.

The following is a summary of the preliminary allocation of the purchase price to the assets and liabilities acquired:


	Preliminary Purchase Price
	Allocation
	June 30,			March 31,
	2011			2011

Consideration paid (including estimated $10,000, contingent consideration)	$	18,081		$	18,081
Less:
Accounts receivable		75			75
Accounts payable		(85	)		(85	)
Other tangible assets, net		105			105
Customer relationships ^(a)		4,600			3,597
Trade name		1,300			—


Recorded goodwill	$	12,086		$	14,389



^(a)		Weighted average life — 4.7 years.

No pro forma information for 2010 has been included in these financial statements as the operations of rapid! for the period that they were not part of the Company, are not material to the Company’s revenues, net income and earnings per share.

- 8 -

WRIGHT EXPRESS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)

3. Goodwill and Other Intangible Assets

Goodwill

The changes in goodwill during the first six months of 2011 were as follows:


	Fleet			Other
	Payment			Payment
	Solutions			Solutions
	Segment			Segment		Total

Balance at December 31, 2010	$	510,396		$	26,659	$	537,055
Impact of foreign currency translation		8,306			1,328		9,634
ReD purchase price adjustment		(4,121	)		4,464		343
Acquisition of rapid!		—			12,086		12,086


Balance at June 30, 2011	$	514,581		$	44,537	$	559,118

Other Intangible Assets

The changes in other intangible assets during the first six months of 2011 were as follows:


	Net Carrying										Impact of		Net Carrying
	Amount,				Purchase						Foreign		Amount,
	December 31,				Price						Currency		June 30,
	2010		Acquisition		Adjustment			Amortization			Translation		2011

Definite-lived intangible assets
Acquired software	$	22,640	$	—	$	540		$	(2,519	)	$	919	$	21,580
Customer relationships		88,788		4,600		(3,216	)		(8,150	)		2,233		84,255
Patent		2,982		—		217			(275	)		194		3,118

Indefinite-lived intangible assets
Trademarks and trade names		10,317		1,300		96			—			263		11,976

Total	$	124,727	$	5,900	$	(2,363	)	$	(10,944	)	$	3,609	$	120,929

The Company expects amortization expense related to the definite-lived intangible assets above to be as follows: $11,597 for July 1, 2011 through December 31, 2011; $19,909 for 2012; $16,578 for 2013; $13,665 for 2014; $11,157 for 2015 and $9,050 for 2016.

- 9 -

WRIGHT EXPRESS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)

Other intangible assets consist of the following:


	June 30, 2011							December 31, 2010
	Gross							Gross
	Carrying		Accumulated			Net Carrying		Carrying		Accumulated			Net Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount

Definite-lived intangible assets
Acquired software	$	29,387	$	(7,807	)	$	21,580	$	28,263	$	(5,623	)	$	22,640
Non-compete agreement		100		(100	)		—		100		(100	)		—
Customer relationships		109,765		(25,510	)		84,255		105,262		(16,474	)		88,788
Trade name		100		(100	)		—		100		(100	)		—
Patent		3,504		(386	)		3,118		3,124		(142	)		2,982


	$	142,856	$	(33,903	)		108,953	$	136,849	$	(22,439	)		114,410


Indefinite-lived intangible assets
Trademarks and trade names							11,976							10,317


Total						$	120,929						$	124,727

4. Earnings per Common Share

The following is a reconciliation of the income and share data used in the basic and diluted earnings per share computations for the three and six months ended June 30, 2011 and 2010:


	Three months ended				Six months ended
	June 30,				June 30,
	2011		2010		2011		2010

Income available for common stockholders — Basic	$	40,615	$	30,036	$	52,730	$	48,590
Convertible, redeemable preferred stock		—		—		—		40


Income available for common stockholders — Diluted	$	40,615	$	30,036	$	52,730	$	48,630


Weighted average common shares outstanding — Basic		38,722		38,830		38,619		38,582
Unvested restricted stock units		79		127		119		135
Stock options		146		179		177		193
Convertible, redeemable preferred stock		—		—		—		205


Weighted average common shares outstanding — Diluted		38,947		39,136		38,915		39,115

No shares were considered anti-dilutive during the periods reported.

- 10 -

WRIGHT EXPRESS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)

5. Derivative Instruments

The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed by using derivative instruments are interest rate risk and commodity price risk. Interest rate swap arrangements are entered into to manage interest rate risk associated with the Company’s variable-rate borrowings. The Company also enters into put and call option contracts based on the wholesale price of gasoline and retail price of diesel fuel, which settle on a monthly basis, related to the Company’s commodity price risk. These put and call option contracts, or fuel price derivative instruments, are designed to reduce the volatility of the Company’s cash flows associated with its fuel price-related earnings exposure in North America.

Accounting guidance requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the statement of financial position. The Company designates interest rate swap arrangements as cash flow hedges of the forecasted interest payments on a portion of its variable-rate credit agreement. The Company’s fuel price derivative instruments do not qualify for hedge accounting treatment under current guidance, and therefore, no such hedging designation has been made. Because the derivatives are either accounting or economic hedges of operational exposures, cash flows from the settlement of such contracts are included in “Cash flows from operating activities” on the Condensed Consolidated Statements of Cash Flows.

Cash Flow Hedges

For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. As of June 30, 2011, the Company had the following outstanding interest rate swap arrangements that were entered into to hedge forecasted variable rate interest payments:


	Weighted-			Aggregate
	Average			Notional
	Base Rate			Amount

Interest rate swap arrangements settling through July 2011		1.35	%	$	50,000
Interest rate swap arrangements settling through March 2012		0.56	%		150,000

Derivatives Not Designated as Hedging Instruments

For derivative instruments that are not designated as hedging instruments, the gain or loss on the derivative is recognized in current earnings. As of June 30, 2011, the Company had the following put and call option contracts which settle on a monthly basis:


	Aggregate
	Notional
	Amount
	(gallons) ^(a)

Fuel price derivative instruments — unleaded fuel
Option contracts settling July 2011 — December 2012		36,558

Fuel price derivative instruments — diesel
Option contracts settling July 2011— December 2012		16,425


Total fuel price derivative instruments		52,983


^(a)		The settlement of the put and call option contracts is based upon the New York Mercantile Exchange’s New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending and the U.S. Department of Energy’s weekly retail on-highway diesel fuel price for the month.

- 11 -

WRIGHT EXPRESS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)

The following table presents information on the location and amounts of derivative fair values in the condensed consolidated balance sheets:

Derivatives Classified as Assets

Derivatives Classified as Liabilities

June 30, 2011

December 31, 2010

June 30, 2011

December 31, 2010

Balance

Sheet

Fair

Sheet

Fair

Sheet

Fair

Sheet

Fair

Location

Value

Location

Value

Location

Value

Location

Value

Derivatives designated as hedging instruments

Interest rate contracts

Other assets

$

—

Other assets

$

—

Accrued expenses

$ 361

Accrued expenses

$

581

Derivatives not designated as hedging instruments

Commodity contracts

Fuel price derivatives, at fair value

—

Fuel price derivatives, at fair value

—

Fuel price derivatives, at fair value

17,820

Fuel price derivatives, at fair value

10,877

Total derivatives

$

—

$

—

$18,181

$

11,458

The following table presents information on the location and amounts of derivative gains and losses in the condensed consolidated statements of income:

Amount of Gain

or (Loss)

Reclassified

Amount of Gain or

from

(Loss) Recognized in

Accumulated

Income on Derivative

Amount of Gain or

OCI into

Location of Gain or

(Ineffective Portion

(Loss) Recognized in

Income

(Loss) Recognized in

and Amount

OCI on Derivative

Location of Gain or

(Effective

Income on Derivative

Excluded from

Derivatives in

(Effective Portion) ^(a)

(Loss) Reclassified

Portion)

(Ineffective Portion

Effectiveness Testing)

Cash Flow

Three months ended

from Accumulated

Three months ended

and Amount Excluded

Three months ended

Hedging

June 30,

OCI into Income

June 30,

from Effectiveness

June 30,

Relationships

2011

2010

(Effective Portion)

2011

2010

Testing) ^(b)

2011

2010

Interest rate contracts

$

69

$

21

Financing interest
expense

$

(274

)

$(137)

Financing interest
expense

$

—

$

—

Amount of Gain or

(Loss) Recognized in

Income on Derivative

Derivatives Not

Location of Gain or

Three months ended

Designated as

(Loss) Recognized in

June 30,

Hedging Instruments

Income on Derivative

2011

2010

Commodity contracts

Net realized and unrealized gains on fuel price derivatives

$

6,232

$

9,363


^(a)		The amount of gain or (loss) recognized in OCI on the Company’s interest rate swap arrangements has been recorded net of tax impacts of $40 in 2011 and $13 in 2010.

^(b)		No ineffectiveness was reclassified into earnings nor was any amount excluded from effectiveness testing.

- 12 -

WRIGHT EXPRESS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)

(unaudited)

Amount of Gain

or (Loss)

Reclassified

Amount of Gain or

from

(Loss) Recognized in

Accumulated

Income on Derivative

Amount of Gain or

OCI into

Location of Gain or

(Ineffective Portion and

(Loss) Recognized in

Income

(Loss) Recognized in

Amount

OCI on Derivative

Location of Gain or

(Effective

Income on Derivative

Excluded from

Derivatives in

(Effective Portion) ^(a)

(Loss) Reclassified

Portion)

(Ineffective Portion

Effectiveness Testing)

Cash Flow

Six months ended

from Accumulated

Six months ended

and Amount Excluded

Six months ended

Hedging

June 30,

OCI into Income

June 30,

from Effectiveness

June 30,

Relationships

2011

2010

(Effective Portion)

2011

2010

Testing) ^(b)

2011

2010

Interest rate contracts

$

139

$

(96

)

Financing interest expense

$

(522

)

$

(277

)

Financing interest expense

$

—

$

—


		Amount of Gain or
		(Loss) Recognized in
		Income on Derivative
Derivatives Not	Location of Gain or	Six months ended
Designated as	(Loss) Recognized in	June 30,
Hedging Instruments	Income on Derivative	2011			2010
Commodity contracts	Net realized and unrealized (losses) gains on fuel price derivatives	$	(18,943	)	$	7,583


^(a)		The amount of gain or (loss) recognized in OCI on the Company’s interest rate swap arrangements has been recorded net of tax impacts of $81 in 2011 and $(56) in 2010.

^(b)		No ineffectiveness was reclassified into earnings nor was any amount excluded from effectiveness testing.

6. Financing Debt

On May 23, 2011, the Company entered into a Credit Agreement (the “Credit Agreement”), by and among the Company and certain of its subsidiaries, as borrowers, and Wright Express Card Holdings Australia Pty Ltd, as specified designated borrower, with a lending syndicate. The Credit Agreement provides for a five-year $200,000 term loan facility and a five- year $700,000 revolving credit facility with a $100,000 sublimit for letters of credit and a $20,000 sublimit for swingline loans. Term loan payments in the amount of $2,500 are due beginning on June 30, 2011, and on the last day of each September,December, March and June thereafter, through and including March 31, 2016, and on the maturity date for the term agreement, May 23, 2016, the remaining outstanding principal amount of $150,000 is due. As of June 30, 2011, the Company had $386,500 of loans outstanding under the Credit Agreement. Accordingly,at June 30, 2011, the Company had $511,000 of availability under the Credit Agreement. The Company capitalized approximately $6,200 in association with this borrowing and wrote-off approximately $700 of previous issuance cost.

Proceeds from the new credit facility were used to refinance the Company’s existing indebtedness under its 2007 credit facility, and its existing indebtedness under its 2010 term loan facility. The new credit facility is available for working capital purposes, acquisitions, payment of dividends and other restricted payments, refinancing of indebtedness, and other general corporate purposes.

Amounts outstanding under the Credit Agreement bear interest at a rate equal to, at the Company’s option, (a) the Eurocurrency Rate, as defined, plus a margin of 1.25 percent to 2.25 percent based on the ratio of consolidated funded indebtedness of the Company and its subsidiaries to consolidated EBITDA or (b) the highest of (i) the Federal Funds Rate plus 0.50 percent, (ii) the prime rate announced by lead lender, or (iii) the Eurocurrency Rate plus 1.00 percent, in each case plus a margin of 0.25 percent to 1.25 percent based on the ratio of consolidated funded indebtedness of the Company and its subsidiaries to consolidated EBITDA. In addition, the Company has agreed to pay a quarterly commitment fee at a rate per annum ranging from 0.20 percent to 0.40 percent of the daily unused portion of the credit facility. Any outstanding loans under the Credit Agreement mature on May 23, 2016, unless extended pursuant to the terms of the Credit Agreement. As of June 30, 2011, the interest rate on the credit facility was 2.17 percent.

The Company’s credit agreement contains various covenants requiring it to maintain certain financial ratios. In addition to the Financial Covenants, the credit agreement contains various customary restrictive covenants, including, under certain situations, restrictions on the payment of dividends. The obligations under the Credit Agreement are secured by a pledge of 65 percent of the stock of Wright Express Holdings Pty Ltd, a wholly-owned subsidiary of the Company. The Company is, and expects to continue to be, in compliance with all material covenants and restrictions.

- 13 -

WRIGHT EXPRESS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)

7. Fair Value

The Company holds mortgage-backed securities, fixed income and equity securities, derivatives and certain other financial instruments which are carried at fair value. The Company determines fair value based upon quoted prices when available or through the use of alternative approaches, such as model pricing, when market quotes are not readily accessible or available. In determining the fair value of the Company’s obligations, various factors are considered, including: closing exchange or over-the-counter market price quotations; time value and volatility factors underlying options and derivatives; price activity for equivalent instruments; and the Company’s own credit standing.

These valuation techniques may be based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy:

	•		Level 1 — Quoted prices for identical instruments in active markets.

	•		Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

	•		Level 3 — Instruments whose significant value drivers are unobservable.

- 14 -

WRIGHT EXPRESS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)

The following table presents the Company’s assets and liabilities that are measured at fair value and the related hierarchy levels:


			Fair Value Measurements
			at Reporting Date Using
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
	June 30,		Assets		Inputs		Inputs
	2011		(Level 1)		(Level 2)		(Level 3)

Assets:

Mortgage-backed securities	$	3,284	$	—	$	3,284	$	—
Asset-backed securities		2,042		—		2,042		—
Municipal bonds		144		—		144		—
Equity securities		5,033		5,033		—		—


Total available-for-sale securities	$	10,503	$	5,033	$	5,470	$	—


Executive deferred compensation plan trust ^(a)	$	2,321	$	2,321	$	—	$	—


Liabilities:

Fuel price derivatives — diesel	$	5,525	$	—	$	—	$	5,525
Fuel price derivatives — unleaded fuel		12,295		—		12,295		—


Total fuel price derivatives — liabilities		17,820				12,295		5,525


Interest rate swap arrangements with a base rate of 1.35% and an aggregate notional amount of $50,000^(b)		48		—		48		—
Interest rate swap arrangements with a base rate of 0.56% and an aggregate notional amount of $150,000^(b)		313		—		313		—


Total interest rate swap arrangement	$	361	$	—	$	361	$	—


Contingent Consideration	$	10,000	$	—	$	—	$	10,000


^(a)		The fair value of these instruments is recorded in other assets.

^(b)		The fair value of these instruments is recorded in accrued expenses.

- 15 -

WRIGHT EXPRESS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)

The following table presents a reconciliation of the beginning and ending balances for assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended June 30, 2011:


				Fuel Price
	Contingent			Derivatives –
	Consideration			Diesel

Beginning balance	$	(10,000	)	$	(10,685	)
Total gains or (losses) — realized/unrealized
Included in earnings ^(a)		—			5,160
Included in other comprehensive income		—			—
Purchases, issuances and settlements		—			—
Transfers in/(out) of Level 3		—			—


Ending balance	$	(10,000	)	$	(5,525	)


^(a)		Gains and losses (realized and unrealized) included in earnings for the three months ended June 30, 2011, are reported in net realized and unrealized losses on fuel price derivatives on the condensed consolidated statements of income.

The following table presents a reconciliation of the beginning and ending balances for assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ended June 30, 2011:


				Fuel Price
	Contingent			Derivatives –
	Consideration			Diesel

Beginning balance	$	—		$	(3,643	)
Total gains or (losses) — realized/unrealized
Included in earnings ^(a)		—			(1,882	)
Included in other comprehensive income		—			—
Purchases, issuances and settlements		(10,000	)		—
Transfers in/(out) of Level 3		—			—


Ending balance	$	(10,000	)	$	(5,525	)


^(a)		Gains and losses (realized and unrealized) included in earnings for the six months ended June 30, 2011, are reported in net realized and unrealized losses on fuel price derivatives on the condensed consolidated statements of income.

The following table presents a reconciliation of the beginning and ending balances for assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended June 30, 2010:


	Fuel Price
	Derivatives –
	Diesel

Beginning balance	$	716
Total gains or (losses) — realized/unrealized
Included in earnings ^(a)		1,059
Included in other comprehensive income		—
Purchases, issuances and settlements		—
Transfers in/(out) of Level 3		—


Ending balance	$	1,775


^(a)		Gains and losses (realized and unrealized) included in earnings for the three months ended June 30, 2010, are reported in net realized and unrealized losses on fuel price derivatives on the condensed consolidated statements of income.

The following table presents a reconciliation of the beginning and ending balances for assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ended June 30, 2010:


	Fuel Price
	Derivatives –
	Diesel

Beginning balance	$	2,641
Total gains or (losses) — realized/unrealized
Included in earnings ^(a)		(866	)
Included in other comprehensive income		—
Purchases, issuances and settlements		—
Transfers in/(out) of Level 3		—


Ending balance	$	1,775


^(a)		Gains and losses (realized and unrealized) included in earnings for the six months ended June 30, 2010, are reported in net realized and unrealized losses on fuel price derivatives on the condensed consolidated statements of income.

- 16 -

WRIGHT EXPRESS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)

Available-for-sale securities and executive deferred compensation plan trust

When available, the Company uses quoted market prices to determine the fair value of available-for-sale securities; such items are classified in Level 1 of the fair-value hierarchy. These securities primarily consist of exchange-traded equity securities.

For mortgage-backed and asset-backed debt securities and bonds, the Company generally uses quoted prices for recent trading activity of assets with similar characteristics to the debt security or bond being valued. The securities and bonds priced using such methods are generally classified as Level 2.

Fuel price derivatives and interest rate swap arrangements

The majority of derivatives entered into by the Company are executed over the counter and are valued using internal valuation techniques as no quoted market prices exist for such instruments. The valuation technique and inputs depend on the type of derivative and the nature of the underlying instrument. The principal technique used to value these instruments is a comparison of the spot price of the underlying instrument to its related futures curve adjusted for the Company’s assumptions of volatility and present value, where appropriate. The fair values of derivative contracts reflect the expected cash the Company will pay or receive upon settlement of the respective contracts.

The key inputs depend upon the type of derivative and the nature of the underlying instrument and include interest rate yield curves, the spot price of the underlying instrument, volatility, and correlation. The item is placed in either Level 2 or Level 3 depending on the observability of the significant inputs to the model. Correlation and items with longer tenures are generally less observable.

Contingent consideration

The Company has classified its liability for contingent consideration related to its acquisition of rapid! within Level 3 of the fair value hierarchy because the fair value is determined using significant unobservable inputs, which include the projected revenues of rapid! over a twelve month period.

8. Stock-Based Compensation

During the first six months of 2011, the Company awarded restricted stock units and performance-based restricted stock units to employees under the 2010 Equity and Incentive Plan (the “2011 grant”). Expense associated with the performance-based restricted stock units may increase or decrease due to changes in the probability of the Company achieving pre-established performance metrics. For the six months ended June 30, 2011, total stock-based compensation cost recognized was approximately $4,600 of which approximately $700 was related to the 2011 grant. As of June 30, 2011, total unrecognized compensation cost related to non-vested stock options, restricted stock units, and performance-based restricted stock units under the 2011 grant was approximately $5,700, to be recognized over the 2.5 year remaining vesting period of these awards.

9. Income Taxes

During the first quarter of 2011, management determined that future earnings generated by the Company’s Australia subsidiaries will be invested indefinitely outside the United States. In prior years the company had designated its initial investment in Wright Express Australia as indefinitely reinvested. Accordingly, no incremental domestic tax effects have been contemplated in deferred tax balances. As of June 30, 2011, the prior year unremitted earnings of US $7,000 and investment of US $300,700 are designated as indefinitely invested.

10. Commitments and Contingencies

Litigation

The Company is involved in pending litigation in the usual course of business. In the opinion of management, such litigation will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

- 17 -

WRIGHT EXPRESS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)

11. Segment Information

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The operating segments are reviewed separately because each operating segment represents a strategic business unit that generally offers different products and serves different markets.

The Company’s chief operating decision maker evaluates the operating results of the Company’s reportable segments based upon revenues and “adjusted net income,” which is defined by the Company as net income adjusted for fair value changes of derivative instruments, the amortization of purchased intangibles, the net impact of tax rate changes on the estimate of amounts due under the tax receivable agreement, the net impact of tax rate changes on IPO related goodwill, certain non-cash asset impairment charges and the gains on the extinguishment of a portion of the tax receivable agreement. These adjustments are reflected net of the tax impact.

The Company operates in two reportable segments, Fleet Payment Solutions and Other Payment Solutions. The Fleet Payment Solutions segment provides customers with payment and transaction processing services specifically designed for the needs of vehicle fleet customers. This segment also provides information management services to these fleet customers. The Other Payment Solutions segment provides customers with a payment processing solution for their corporate purchasing, payroll and transaction monitoring needs. Revenue in this segment is derived from our corporate charge cards, single use accounts and prepaid card products. The corporate charge card products are used by businesses to facilitate purchases of products and utilize the Company’s information management capabilities. The operations from the rapid! acquisition are included in the Other Payment Solutions segment.

Financing interest expense and net realized and unrealized losses on derivative instruments are not allocated to the Other Payment Solutions segment in the computation of segment results. Total assets are not allocated to the segments.

- 18 -

WRIGHT EXPRESS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(in thousands, except per share data)
(unaudited)

The following table presents the Company’s reportable segment results for the three months ended June 30, 2011 and 2010:


			Operating		Depreciation
	Total		Interest		and		Provision for		Adjusted Net
	Revenues		Expense		Amortization		Income Taxes		Income

Three months ended June 30, 2011
Fleet payment solutions	$	113,648	$	1,218	$	5,115	$	16,061	$	28,800
Other payment solutions		27,624		243		414		3,761		6,745


Total	$	141,272	$	1,461	$	5,529	$	19,822	$	35,545


Three months ended June 30, 2010
Fleet payment solutions	$	78,385	$	1,221	$	4,351	$	14,117	$	23,530
Other payment solutions		13,050		208		68		1,958		3,262


Total	$	91,435	$	1,429	$	4,419	$	16,075	$	26,792

The following table presents the Company’s reportable segment results for the six months ended June 30, 2011 and 2010:


			Operating		Depreciation
	Total		Interest		and		Income		Adjusted Net
	Revenues		Expense		Amortization		Taxes		Income

Six months ended June 30, 2011
Fleet payment solutions	$	212,182	$	2,238	$	10,136	$	29,688	$	53,237
Other payment solutions		49,180		501		797		6,397		11,474


Total	$	261,362	$	2,739	$	10,933	$	36,085	$	64,711


Six months ended June 30, 2010
Fleet payment solutions	$	151,795	$	2,449	$	8,797	$	26,772	$	44,622
Other payment solutions		23,486		422		123		3,508		5,844


Total	$	175,281	$	2,871	$	8,920	$	30,280	$	50,466

- 19 -

WRIGHT EXPRESS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (concluded)
(in thousands, except per share data)
(unaudited)

The following table reconciles adjusted net income to net income:


	Three months ended						Six months ended
	June 30,						June 30,
	2011			2010			2011			2010

Adjusted net income	$	35,545		$	26,792		$	64,711		$	50,466
Unrealized gains (losses) on fuel price derivatives		13,875			6,533			(6,943	)		(287	)
Amortization of acquired intangible assets		(5,379	)		(1,343	)		(10,944	)		(2,715	)
Tax impact		(3,426	)		(1,946	)		5,906			1,126


Net income	$	40,615		$	30,036		$	52,730		$	48,590

The tax impact of the foregoing adjustments is the difference between the Company’s GAAP tax provision and a pro forma tax provision based upon the Company’s adjusted net income before taxes. The methodology utilized for calculating the Company’s adjusted net income tax provision is the same methodology utilized in calculating the Company’s GAAP tax provision.

- 20 -

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

We intend for this discussion to provide the reader with information that will assist in understanding our financial statements, the changes in key items in those financial statements from year to year, and the primary factors that accounted for those changes, as well as how certain accounting estimates affect our financial statements. The discussion also provides information about the financial results of the two segments of our business to provide a better understanding of how those segments and their results affect our financial condition and results of operations as a whole. This discussion should be read in conjunction with our audited consolidated financial statements as of December 31, 2010, the notes accompanying those financial statements and management’s discussion and analysis as contained in our Annual Report on Form 10-K filed with the SEC on February 28, 2011 and in conjunction with the unaudited condensed consolidated financial statements and notes in Item 1 of Part I of this report.

Overview

Wright Express Corporation is a leading provider of value-based, business payment processing and information management solutions. We provide products and services that meet the needs of businesses in various geographic regions including North America, Asia Pacific and Europe. The Company’s fleet and other payment solutions provide its more than 350,000 customers with security and control for complex payments across a wide spectrum of business sectors. Together with our affiliates, we market our products and services directly, as well as through more than 150 strategic relationships which include major oil companies, fuel retailers and vehicle maintenance providers.

Our Company is organized under two segments, Fleet Payment Solutions and Other Payment Solutions. The Fleet Payment Solutions segment provides customers with fleet vehicle payment processing services specifically designed for the needs of commercial and government fleets. Fleet Payment Solutions revenue, which represents a majority of our total revenue, is earned primarily from payment processing, account servicing and transaction processing, with the majority generated by payment processing.

The Other Payment Solutions segment of our business provides customers with payment processing solutions for their corporate purchasing and transaction monitoring needs through our corporate charge card, payroll card, and through our prepaid and gift card products and services. Other Payment Solutions revenue is earned primarily from payment processing.

Summary

Below are selected items from the second quarter of 2011:

	•		On May 23, 2011, the Company entered into a Credit Agreement (the “Credit Agreement”), by and among the Company and certain of its subsidiaries, as borrowers, and Wright Express Card Holdings Australia Pty Ltd, as specified designated borrower, with a lending syndicate. The Credit Agreement provides for a five-year $200 million term loan facility and a five-year $700 million revolving credit facility. As of June 30, 2011, the Company had $386.5 million of loans outstanding under the Credit Agreement.

	•		Average number of vehicles serviced increased 29 percent from the second quarter of 2010 to approximately 6.3 million, primarily due to the acquisition of Wright Express Australia in September of 2010 and the addition of fleets in New Zealand.

	•		Total fleet transactions processed increased 19 percent from the second quarter of 2010 to 81.2 million. Payment processing transactions increased 15 percent to 63.2 million, while transaction processing transactions increased 34 percent to 18.0 million, over the same period in the prior year. These increases are primarily due to the acquisition of Wright Express Australia and the addition of fleet transactions in Australia and New Zealand. Domestic payment processing transactions increased 8 percent over the same period in the prior year. Payment processing transaction and vehicle count data, as well as related calculated metrics associated with this data, for all periods presented have been revised to reflect information provided from an improved business intelligence reporting process that was implemented in the second quarter of 2011. These changes do not impact our revenue or earnings.

- 21 -

	•		Average expenditure per payment processing transaction increased 34 percent to $75.77 from $56.40 for the same period last year. This increase was driven by higher average retail fuel prices. The average U.S. fuel price per gallon during the three months ended June 30, 2011, was $3.86 for North America, a 34 percent increase over the same period last year, and $5.70 ($USD/gal) in Australia.

	•		Realized losses on our fuel price derivatives during the second quarter of 2011 were $7.6 million compared to realized gains of $2.8 million for the same period in the prior year.

	•		Credit loss expense in the fleet segment was $6.0 million for the three months ended June 30, 2011, versus $2.3 million for the three months ended June 30, 2010.

	•		Corporate charge card purchase volume grew $865 million to $1.9 billion for the three months ended June 30, 2011, an increase of 83 percent over the same period last year.

	•		Our effective tax rate was 36.4 percent for the three months ended June 30, 2011 and 37.5 percent for the three months ended June 30, 2010. The rate fluctuated due to changes in the mix of earnings among different tax jurisdictions including our foreign subsidiaries. Our tax rate may fluctuate due to the impacts that rate mix changes have on our net deferred tax assets.

- 22 -

Results of Operations

Fleet Payment Solutions

The following table reflects comparative operating results and key operating statistics within our Fleet Payment Solutions segment:


	Three months ended												Six months ended
(in thousands, except per	June 30,						Increase (decrease)						June 30,						Increase (decrease)
transaction and per gallon data)	2011			2010			Amount			Percent			2011			2010			Amount			Percent

Revenues
Payment processing revenue	$	78,444		$	54,468		$	23,976			44	%	$	144,099		$	103,181		$	40,918			40	%
Transaction processing revenue		4,291			4,242			49			1	%		8,167			8,401			(234	)		(3	)%
Account servicing revenue		14,597			8,226			6,371			77	%		28,406			16,484			11,922			72	%
Finance fees		11,024			8,375			2,649			32	%		21,030			16,656			4,374			26	%
Other		5,292			3,074			2,218			72	%		10,480			7,073			3,407			48	%


Total revenues		113,648			78,385			35,263			45	%		212,182			151,795			60,387			40	%

Total operating expenses		61,985			44,258			17,727			40	%		120,905			89,610			31,295			35	%


Operating income		51,663			34,127			17,536			51	%		91,277			62,185			29,092			47	%

Gain on foreign currency transactions		4			40			(36	)		(90	)%		492			43			449			1044	%
Financing interest expense		(3,548	)		(693	)		(2,855	)		412	%		(5,987	)		(1,419	)		(4,568	)		322	%
Net realized and unrealized gains (losses) on fuel price derivatives		6,232			9,363			(3,131	)		(33	)%		(18,943	)		7,583			(26,526	)		(350	)%


Income before income taxes		54,351			42,837			11,514			27	%		66,839			68,392			(1,553	)		(2	)%
Income taxes		19,783			16,063			3,720			23	%		24,329			25,646			(1,317	)		(5	)%


Net income	$	34,568		$	26,774		$	7,794			29	%	$	42,510		$	42,746		$	(236	)		(1	)%


Key operating statistics
Payment processing revenue:
Payment processing transactions ^(a)		63,187			55,058			8,129			15	%		122,100			106,045			16,055			15	%

Average expenditure per payment processing transaction	$	75.77		$	56.40		$	19.37			34	%	$	71.24		$	55.13		$	16.11			29	%

Average price per gallon of fuel - Domestic — ($/gal)	$	3.86		$	2.87		$	0.99			34	%	$	3.63		$	2.82		$	0.81			29	%

Average price per gallon of fuel - Australia — ($USD/gal)	$	5.70		$	—		$	5.70			—		$	5.45		$	—		$	5.45			—

Transaction processing revenue:
Transaction processing transactions		17,988			13,407			4,581			34	%		32,276			26,069			6,207			24	%

Account servicing revenue:
Average number of vehicles serviced ^(a)(b)		6,287			4,879			1,408			29	%		6,093			4,821			1,272			26	%


(a)		Payment processing transaction and vehicle count data, as well as related calculated metrics associated with this data, for all periods presented have been revised to reflect information provided from an improved business intelligence reporting process that was implemented in the second quarter of 2011. These changes do not impact our revenue or earnings.

(b)		Does not include Pacific Pride vehicle information.

Revenues

Payment processing revenue increased $24.0 million for the three months ended June 30, 2011, compared to the same period last year. The primary component of this increase is a $20.3 million increase in revenue associated with a 34 percent increase in the average domestic price per gallon of fuel. Domestic payment processing transactions increased 8 percent over the same period in the prior year, resulting in an increase in revenue of $3.8 million. The net payment processing rate decreased 11 basis points as compared to the same period in the prior year, primarily due to the increase in domestic fuel prices, reducing revenue by $4.9 million. Since a portion of many of our contracts are partially based upon a fixed transaction fee, the net payment processing rate decreases as fuel

- 23 -

prices increase. The remaining increase in payment processing revenue is primarily due to the operations of Wright Express Australia, acquired during the third quarter of 2010.

Payment processing revenue increased $40.9 million for the six months ended June 30, 2011, compared to the same period last year. The primary component of this increase is a $32.5 million increase in revenue associated with a 29 percent increase in the average domestic price per gallon of fuel. Domestic payment processing transactions increased 8 percent over the same period in the prior year, resulting in an increase in revenue of $7.7 million. The net payment processing rate decreased 11 basis points as compared to the same period in the prior year, primarily due to the increase in domestic fuel prices, reducing revenue by $8.2 million. Since a portion of many of our contracts are partially based upon a fixed transaction fee, the net payment processing rate decreases as fuel prices increase. The remaining increase in payment processing revenue is primarily due to the operations of Wright Express Australia.

Our account servicing revenue has increased $6.4 million for the three months ended June 30, 2011, as compared to the same period in 2010, and increased $11.9 million for the six months ended June 30, 2011, as compared to the same period in 2010. These increases are primarily related to operation of Wright Express Australia.

Our finance fees have increased $2.6 million for the three months ended June 30, 2011, as compared to the same period in 2010, and increased $4.4 million for the six months ended June 30, 2011, as compared to the same period in 2010. The increases in finance fees are associated with (i) higher accounts receivable balances associated with past due accounts in North America and (ii) operations of Wright Express Australia.

Expenses

The following table compares selected expense line items within our Fleet Payment Solutions segment for the three months ended June 30:


					Increase (decrease)
(in thousands)	2011		2010		Amount		Percent

Expense
Provision for credit losses	$	6,080	$	2,310	$	3,770		163	%
Salary and other personnel	$	23,914	$	19,562	$	4,352		22	%
Service fees	$	6,501	$	3,970	$	2,531		64	%
Depreciation and amortization	$	9,500	$	5,669	$	3,831		68	%
Other	$	8,512	$	6,087	$	2,425		40	%

Changes in operating expenses for the three months ended June 30, 2011, as compared to the corresponding period a year ago, include the following:

	•		We generally measure our credit loss performance by calculating credit losses as a percentage of total fuel expenditures on payment processing transactions (“Fuel Expenditures”). This metric for credit losses was 12.5 basis points of Fuel Expenditures for the three months ended June 30, 2011, compared to 7.4 basis points of Fuel Expenditures for the same period last year. We use a roll rate methodology to calculate the amount necessary for our ending receivable reserve balance. This methodology takes into account total receivable balances, recent charge off experience, recoveries on previously charged off accounts, and the dollars that are delinquent to calculate the total reserve. In addition, management undertakes a detailed evaluation of the receivable balances to help ensure further overall reserve adequacy. The expense we recognized in the quarter is the amount necessary to bring the reserve to its required level after charge offs. The increase in expense is primarily due to increases in accounts receivables balances during the three months ended June 30, 2011. In addition we experienced a softening of accounts receivable aging in June and July. Conversely, charge offs for the month of July 2011 were lower than prior months.

	•		Salary and other personnel expenses increased $4.4 million for the three months ended June 30, 2011, as compared to the same period last year. This increase is primarily due to the operations of Wright Express Australia, acquired during the third quarter of 2010, which added $2.4 million in expense over the same period in the prior year. The remaining increase is primarily due to short term incentive and stock compensation expenses at our North America operations.

	•		Service fees increased $2.5 million for the three months ended June 30, 2011, as compared to the same period in the prior year. The increase in fees is primarily associated with our WEXSmart product as well as our operations of Wright Express Australia.

- 24 -

	•		Depreciation and amortization expenses increased approximately $3.8 million for the three months ended June 30, 2011, as compared to the same period in 2010. This increase is primarily due to amortization of intangible assets related to our acquisition of Wright Express Australia.

	•		Other expenses increased $2.4 million for the three months ended June 30, 2011, as compared to the same period in the prior year. Approximately $1.5 million of this increase is from the operations of Wright Express Australia. The remaining increase is related to our North American operations, including marketing and customer service related expenses.

The following table compares selected expense line items within our Fleet Payment Solutions segment for the six months ended June 30:


					Increase (decrease)
(in thousands)	2011		2010		Amount		Percent

Expense
Provision for credit losses	$	11,629	$	7,976	$	3,653		46	%
Salary and other personnel	$	47,144	$	38,439	$	8,705		23	%
Service fees	$	10,931	$	7,176	$	3,755		52	%
Depreciation and amortization	$	19,278	$	11,487	$	7,791		68	%
Other	$	16,768	$	11,723	$	5,065		43	%

Changes in operating expenses for the six months ended June 30, 2011, as compared to the corresponding period a year ago, include the following:

	•		Credit losses were 13.2 basis points of Fuel Expenditures for the six months ended June 30, 2011, compared to 13.6 basis points of Fuel Expenditures for the same period last year. The increase in expense is primarily due to increases in accounts receivables balances during the six months ended June 30, 2011. In addition we experienced a softening of accounts receivable aging in June and July. Conversely, charge offs for the month of July 2011 were lower than prior months.

	•		Salary and other personnel expenses increased $8.7 million for the six months ended June 30, 2011, as compared to the same period last year. This increase is primarily due to the operations of Wright Express Australia, acquired during the third quarter of 2010, which added $4.6 million in expense over the same period in the prior year. The remaining increase is primarily due to short term incentive, stock compensation expenses and increases to employee benefit expenses at our North America operations.

	•		Service fees increased $3.8 million for the six months ended June 30, 2011, as compared to the same period in the prior year. The increase in fees is primarily associated with our WEXSmart product as well as our operations of Wright Express Australia.

	•		Depreciation and amortization expenses increased $7.8 million for the six months ended June 30, 2011, as compared to the same period in 2010. This increase is primarily due to amortization of intangible assets related to our acquisition of Wright Express Australia.

	•		Other expenses increased $5.0 million for the three months ended June 30, 2011, as compared to the same period in the prior year. Approximately $3.0 million of this increase is due operations of Wright Express Australia. The remaining increase is related to our North American operations, including marketing and customer service related expenses.

- 25 -

Fuel price derivatives

We own fuel price derivative instruments that we purchase on a periodic basis to manage the impact of volatility in North American fuel prices on our cash flows. These fuel price derivative instruments do not qualify for hedge accounting. Accordingly, both realized and unrealized gains and losses on our fuel price derivative instruments affect our net income. Activity related to the changes in fair value and settlements of these instruments and the changes in average fuel prices in relation to the underlying strike price of the instruments is shown in the following table:


	Three months ended						Six months ended
	June 30,						June 30,
(in thousands, except per gallon data)	2011			2010			2011			2010

Fuel price derivatives, at fair value, beginning of period	$	(31,695	)	$	(668	)	$	(10,877	)	$	6,152
Net change in fair value		6,232			9,363			(18,943	)		7,583
Cash payments (receipts) on settlement		7,643			(2,830	)		12,000			(7,870	)


Fuel price derivatives, at fair value, end of period	$	(17,820	)	$	5,865		$	(17,820	)	$	5,865


Collar range:
Floor	$	2.87		$	3.17		$	2.82		$	3.21
Ceiling	$	2.93		$	3.23		$	2.88		$	3.27

Fuel price, beginning of period	$	3.70	⁽¹⁾	$	2.84		$	3.15		$	2.70
Fuel price, end of period	$	3.65	⁽¹⁾	$	2.81		$	3.65		$	2.81


(1)		The weighted average price of fuel for the period was $3.86 per gallon

Changes in fuel price derivatives for the three and six months ended June 30, 2011, as compared to the corresponding period a year ago are attributable to the movements in fuel prices at the corresponding times. The average price of fuel, as indicated above, is in excess of the ceiling price of our derivatives, leading to liability. Losses that we actually realize on these derivatives are offset by higher payment processing revenue we receive because such revenues are dependant, in part, on the current price of fuel. Conversely, realized gains are offset by lower payment processing revenue.

We expect that our fuel price derivatives program will continue to be important to our business model going forward, and we expect to purchase derivatives in the future. The Company currently does not plan to hedge our fuel price risk exposure for Wright Express Australia as the exposure to fuel price movements is limited and has not historically fluctuated to the degree it has as in the United States.

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Other Payment Solutions

The following table reflects comparative operating results and key operating statistics within our Other Payment Solutions segment:


	Three months ended									Six months ended
	June 30,				Increase (decrease)					June 30,				Increase (decrease)
(in thousands)	2011		2010		Amount		Percent			2011		2010		Amount		Percent

Revenues
Payment processing revenue	$	18,756	$	11,136	$	7,620		68	%	$	33,319	$	20,187	$	13,132		65	%
Transaction processing revenue		1,712		—		1,712		—	%		3,600		—		3,600		—	%
Account servicing revenue		799		15		784	NM				1,039		26		1,013	NM
Finance fees		212		127		85		67	%		339		230		109		47	%
Other		6,145		1,772		4,373		247	%		10,883		3,043		7,840		258	%


Total revenues		27,624		13,050		14,574		112	%		49,180		23,486		25,694		109	%

Total operating expenses		18,112		7,830		10,282		131	%		33,110		14,134		18,976		134	%


Operating income		9,512		5,220		4,292		82	%		16,070		9,352		6,718		72	%
Income taxes		3,465		1,958		1,507		77	%		5,850		3,508		2,342		67	%


Net income	$	6,047	$	3,262	$	2,785		85	%	$	10,220	$	5,844	$	4,376		75	%


Key operating statistics
Payment processing revenue:
MasterCard purchase volume	$	1,900,736	$	1,036,144	$	864,592		83	%	$	3,336,701	$	1,888,775	$	1,447,926		77	%


NM		Not meaningful

Revenues

Payment processing revenue for the three months ended June 30, 2011, increased $7.6 million, as compared to the same period in the prior year, and increased $13.1 million for the six months ended June 30, 2011, as compared to the same period in the prior year. These increases are primarily driven by higher corporate charge card purchase volume from our single use account product in the online travel service market and by increased market penetration with our corporate charge card product. The corporate charge card net interchange rate for the second quarter of 2011 is down 11 basis points, as compared to the first quarter of last year, primarily due to contract mix and increased foreign spend. The corporate charge card net interchange rate for the first six months of 2011 is down 10 basis points, as compared to the first six months of last year, primarily due to contract mix.

Transaction processing revenue for the three months ended June 30, 2011, increased approximately $1.7 million as compared to the same period in the prior year, and increased $3.6 million for the six months ended June 30, 2011, as compared to the same period in the prior year. These increases are due to the addition of the Wright Express Australia prepaid business, acquired during the third quarter of 2010.

Other revenue for the three months ended June 30, 2011, increased approximately $4.4 million as compared to the same period in the prior year, and increased $7.8 million for the six months ended June 30, 2011, as compared to the same period in the prior year. These increases are primarily due to increased fees related to cross border charges.

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Operating Expenses

The following table compares selected expense line items within our Other Payment Solutions segment for the three months ended June 30:


					Increase (decrease)
(in thousands)	2011		2010		Amount		Percent

Expense
Service fees	$	11,692	$	5,498	$	6,194		113	%
Salary and other personnel	$	2,497	$	885	$	1,612		182	%
Depreciation and amortization	$	1,408	$	68	$	1,340	NM


NM		– Not Meaningful

Service fees increased $6.2 million during the second quarter of 2011 as compared to the same period in the prior year. This increase is primarily due to increased volume and cross border charges on our North America corporate charge card product.

Salary and other personnel expenses increased $1.6 million for the three months ended June 30, 2011, as compared to the same period last year. This increase is primarily due operations of Wright Express Australia, which added $1.3 million in expense over the same period in the prior year.

Depreciation and amortization expenses increased $1.3 million for the three months ended June 30, 2011, as compared to the same period in 2010. This increase is primarily due to amortization of intangible assets related to our acquisition of Wright Express Australia.

Operating Expenses

The following table compares selected expense line items within our Other Payment Solutions segment for the six months ended June 30:


					Increase (decrease)
(in thousands)	2011		2010		Amount		Percent

Expense
Service fees	$	20,273	$	9,886	$	10,387		105	%
Salary and other personnel	$	4,960	$	1,628	$	3,332		205	%
Depreciation and amortization	$	2,599	$	123	$	2,476	NM


NM		– Not Meaningful

Service fees increased $10.4 million during the first six months of 2011 as compared to the same period in the prior year. This increase is primarily due to increased volume and cross border charges on our North America corporate charge card product.

Salary and other personnel expenses increased $3.3 million for the six months ended June 30, 2011, as compared to the same period last year. This increase is primarily due to the acquisition of Wright Express Australia, which added $2.7 million in expense over the same period in the prior year.

Depreciation and amortization expenses increased $2.5 million for the six months ended June 30, 2011, as compared to the same period in 2010. This increase is primarily due to amortization of intangible assets related to our acquisition of Wright Express Australia.

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Liquidity, Capital Resources and Cash Flows

We focus on management operating cash as a key element in achieving maximum stockholder value, and it is the primary measure we use internally to monitor cash flow performance from our core operations. Since deposits and borrowed federal funds are used to finance our accounts receivable, we believe that they are a recurring and necessary use and source of cash. As such, we consider deposits and borrowed federal funds when evaluating our operating activities. For the same reason, we believe that management operating cash may also be useful to investors as one means of evaluating our performance. However, management operating cash is a non-GAAP measure and should not be considered a substitute for, or superior to, net cash provided by (used for) operating activities as presented on the consolidated statement of cash flows in accordance with GAAP.

While GAAP operating activities cash flows showed a use of $108.8 million in the first six months of 2011, management operating cash moved in the opposite direction providing approximately $79.8 million of inflows. During the first six months of 2010, GAAP operating activities cash flows showed a use of approximately $16.9 million, while management operating cash showed inflows of $32.5 million.

In addition to the $79.8 million of management operating cash we generated during the first six months of 2011, we also decreased borrowings under our revolving credit facility by $20.8 million. During the first six months of 2011 we paid $8 million in cash for the acquisition of rapid!.

On May 23, 2011, the Company entered into a Credit Agreement (the “Credit Agreement”), by and among the Company and certain of its subsidiaries, as borrowers, and Wright Express Card Holdings Australia Pty Ltd, as specified designated borrower, with a lending syndicate. The Credit Agreement provides for a five-year $200 million term loan facility and a five-year $700 million revolving credit facility with a $100 million sublimit for letters of credit and a $20 million sublimit for swingline loans. Term loan payments in the amount of $2.5 million are due beginning on June 30, 2011, and on the last day of each September, December, March and June thereafter, through and including March 31, 2016, and on the maturity date for the term agreement, May 23, 2016, the remaining outstanding principal amount of $150 million is due. As of June 30, 2011, the Company had $386.5 million of loans outstanding under the Credit Agreement. Accordingly, at June 30, 2011, the Company had $511.0 million of availability under the Credit Agreement. The Company capitalized approximately $6.2 million in association with this borrowing and wrote-off approximately $0.7 million of previous issuance cost.

Proceeds from the new credit facility were used to refinance the Company’s existing indebtedness under its 2007 credit facility with a lending syndicate, and its existing indebtedness under its 2010 term loan facility with a bank. The funding is available for working capital purposes, acquisitions, payment of dividends and other restricted payments, refinancing of indebtedness, and other general corporate purposes.

Amounts outstanding under the Credit Agreement bear interest at a rate equal to, at the Company’s option, (a) the Eurocurrency Rate, as defined, plus a margin of 1.25 percent to 2.25 percent based on the ratio of consolidated funded indebtedness of the Company and its subsidiaries to consolidated EBITDA or (b) the highest of (i) the Federal Funds Rate plus 0.50 percent, (ii) the prime rate announced by the lead lender, or (iii) the Eurocurrency Rate plus 1.00 percent, in each case plus a margin of 0.25 percent to 1.25 percent based on the ratio of consolidated funded indebtedness of the Company and its subsidiaries to consolidated EBITDA. In addition, the Company has agreed to pay a quarterly commitment fee at a rate per annum ranging from 0.20 percent to 0.40 percent of the daily unused portion of the credit facility. Any outstanding loans under the Credit Agreement mature on May 23, 2016, unless extended pursuant to the terms of the Credit Agreement.

Management Operating Cash

The table below reconciles net cash provided by operating activities to change in management operating cash:


	Six months ended
	June 30,
	2011			2010

Net cash used for operating activities	$	(108,780	)	$	(16,884	)
Net increase in deposits		238,650			96,278
Net decrease in borrowed federal funds		(50,084	)		(46,905	)


Management operating cash	$	79,786		$	32,489

- 29 -

Our bank subsidiary, Wright Express Financial Services Corporation (“FSC”), utilizes certificates of deposit to finance our accounts receivable. FSC issued certificates of deposit in various maturities ranging between three months and two years and with fixed interest rates ranging from 0.30 percent to 1.95 percent as of June 30, 2011. As of June 30, 2011, we had approximately $700 million of deposits outstanding. Certificates of deposit are subject to regulatory capital requirements.

FSC also utilizes federal funds lines of credit to supplement the financing of our accounts receivable. We have approximately $140 million in federal funds lines of credit as of June 30, 2011.

Liquidity

We continue to have appropriate access to short-term borrowing instruments to fund our accounts receivable. Our cash balance for the period increased by approximately $39 million. During the six months ended June 30, 2011 deposits increased approximately $239 million, accounts receivable increased approximately $404 million and accounts payable increased approximately $199 million, primarily due to increased fuel prices as well as transaction growth.

We have approximately 5 years left on our revolving credit facility and have approximately $189 million in borrowings against it. We had approximately $511 million available to us under this agreement as of June 30, 2011. Our term loan has $197.5 million borrowed against it. As of June 30, 2011, we are paying a rate of LIBOR plus 175 basis points on our credit facility. We decreased our financing debt by $20.8 million during the first six months and ended the period with a balance outstanding of $386.5 million.

Our credit agreement contains various financial covenants requiring us to maintain certain financial ratios. In addition to the financial covenants, the credit agreement contains various customary restrictive covenants including restrictions in certain situations on the payment of dividends. FSC is not subject to certain of these restrictions. We have been, and expect to continue to be, in compliance with all material covenants and restrictions.

Management believes that we can adequately fund our cash needs during the next 12 months.

Off-balance Sheet Arrangements

Letters of credit. We are required to post collateral to secure our fuel price sensitive derivative instruments where our unrealized loss exceeds any unsecured credit granted by our counter party. At June 30, 2011, we had posted, as collateral, letters of credit totaling $18 million, as our fuel price derivative instruments were in an unrealized loss position.

Contractual Obligations

The table below summarizes the change in contractual obligations, as presented in our Annual Report on Form 10-K for the year ended December 31, 2010, as of June 30, 2011.


	Remaining								2015 and
(in thousands)	2011		2012		2013		2014		Thereafter		Total

Revolving line-of-credit, term loan ^(a)	$	5,000	$	10,000	$	10,000	$	10,000	$	351,500	$	386,500


^(a)		Our Revolving line-of-credit and term loan is set to expire in May 2016. Amounts in table exclude interest payments. See Item 1 – Note 6, Financing Debt.

Purchase of Treasury Shares

We did not repurchase any shares of common stock during the quarter ended June 30, 2011.

Critical Accounting Policies and Estimates

We have no material changes to our critical accounting policies and estimates discussed in our Annual Report on Form 10-K for the year ended December 31, 2010.

- 30 -

Recently Adopted Accounting Standards

None

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We have no material changes to the disclosure on this matter made in our Annual Report on Form 10-K for the year ended December 31, 2010.

- 31 -

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The principal executive officer and principal financial officer of Wright Express Corporation evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. “Disclosure controls and procedures” are controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports that it files or submits under the Securities Exchange Act of 1934, within the time periods specified in the SEC’s rules and forms, is recorded, processed, summarized and reported, and is accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on their evaluation, the principal executive officer and principal financial officer of Wright Express Corporation concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2011.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2011, our most recently completed fiscal quarter, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

- 32 -

PART II

Item 1. Legal Proceedings.

As of the date of this filing, we are not involved in any material legal proceedings. We also were not involved in any material legal proceedings that were terminated during the second quarter of 2011. However, from time to time, we are subject to other legal proceedings and claims in the ordinary course of business, none of which we believe are likely to have a material adverse effect on our financial position, results of operations or cash flows.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2010, which could materially affect our business, financial condition or future results. The risks described in this report and in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

- 33 -

Item 6. Exhibits.


Exhibit No.			Description
		3.1	Certificate of Incorporation (incorporated by reference to Exhibit No. 3.1 to our Current Report on Form 8-K filed with the SEC on March 1, 2005, File No. 001-32426)

		3.2	Amended and Restated By-Laws (incorporated by reference to Exhibit No. 3.1 to our Current Report on Form 8-K filed with the SEC on November 20, 2008, File No. 001-32426)

		4.1	Rights Agreement, dated as of February 16, 2005 by and between Wright Express Corporation and Wachovia Bank, National Association (incorporated by reference to Exhibit No. 4.1 to our Current Report on Form 8-K filed with the SEC on March 1, 2005, File No. 001-32426)

		10.1	Credit Agreement, by and among Wright Express Corporation and certain of its subsidiaries, as borrowers, Wright Express Card Holdings Australia Pty Ltd, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the other lenders party thereto (incorporated by reference to Exhibit No. 10.1 to our Current Report on Form 8-K filed with the SEC on May 26, 2011, File No. 001-32426)

		10.2	Guaranty, dated as of May 23, 2011, by and among Wright Express Corporation and Bank of America, N.A. (incorporated by reference to Exhibit No. 10.2 to our Current Report on Form 8-K filed with the SEC on May 26, 2011, File No. 001-32426)

		10.3	Domestic Subsidiary Guaranty, dated as of May 23, 2011, by and among Wright Express Corporation, certain Subsidiary Guarantors and Bank of America, N.A. (incorporated by reference to Exhibit No. 10.3 to our Current Report on Form 8-K filed with the SEC on May 26, 2011, File No. 001-32426)

		10.4	Pledge Agreement, dated as of May 23, 2011, by and among Wright Express Corporation, certain Domestic Subsidiary Guarantors and Bank of America, N.A. (incorporated by reference to Exhibit No. 10.4 to our Current Report on Form 8-K filed with the SEC on May 26, 2011, File No. 001-32426)

		10.5	Share Mortgage, dated as of May 23, 2011, by and among Wright Express Corporation and Bank of America, N.A. (incorporated by reference to Exhibit No. 10.5 to our Current Report on Form 8-K filed with the SEC on May 26, 2011, File No. 001-32426)

		10.6	Executive Retention Agreement, dated April 6, 2011, between David Maxsimic and Wright Express Corporation (incorporated by reference to Exhibit No. 10.1 to our Current Report on Form 8-K filed with the SEC on April 12, 2011, File No. 001-32426)

*		10.7	Amendment to ISDA Master Agreement, dated as of May 20, 2011, between SunTrust Bank and Wright Express Corporation

*		31.1	Certification of Chief Executive Officer of Wright Express Corporation pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended

*		31.2	Certification of Chief Financial Officer of Wright Express Corporation pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended

*		32.1	Certification of Chief Executive Officer of Wright Express Corporation pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code

*		32.2	Certification of Chief Financial Officer of Wright Express Corporation pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code

**	101.INS		XBRL Instance Document

**	101.SCH		XBRL Taxonomy Extension Schema Document

**	101.CAL		XBRL Taxonomy Calculation Linkbase Document

**	101.LAB		XBRL Taxonomy Label Linkbase Document

**	101.PRE		XBRL Taxonomy Presentation Linkbase Document

**	101.DEF		XBRL Taxonomy Definition Linkbase Document

*			These exhibits have been filed with this Quarterly Report on Form 10-Q.

**			In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed to be “furnished” and not “filed”.

- 34 -

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	WRIGHT EXPRESS CORPORATION
August 8, 2011	By:	/s/ Steven A. Elder
		Steven A. Elder
		Senior Vice President and CFO (principal financial officer and principal accounting officer)

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EXHIBIT INDEX


Exhibit No.			Description
		3.1	Certificate of Incorporation (incorporated by reference to Exhibit No. 3.1 to our Current Report on Form 8-K filed with the SEC on March 1, 2005, File No. 001-32426)

		3.2	Amended and Restated By-Laws (incorporated by reference to Exhibit No. 3.1 to our Current Report on Form 8-K filed with the SEC on November 20, 2008, File No. 001-32426)

		4.1	Rights Agreement, dated as of February 16, 2005 by and between Wright Express Corporation and Wachovia Bank, National Association (incorporated by reference to Exhibit No. 4.1 to our Current Report on Form 8-K filed with the SEC on March 1, 2005, File No. 001-32426)

		10.1	Credit Agreement, by and among Wright Express Corporation and certain of its subsidiaries, as borrowers, Wright Express Card Holdings Australia Pty Ltd, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the other lenders party thereto (incorporated by reference to Exhibit No. 10.1 to our Current Report on Form 8-K filed with the SEC on May 26, 2011, File No. 001-32426)

		10.2	Guaranty, dated as of May 23, 2011, by and among Wright Express Corporation and Bank of America, N.A. (incorporated by reference to Exhibit No. 10.2 to our Current Report on Form 8-K filed with the SEC on May 26, 2011, File No. 001-32426)

		10.3	Domestic Subsidiary Guaranty, dated as of May 23, 2011, by and among Wright Express Corporation, certain Subsidiary Guarantors and Bank of America, N.A. (incorporated by reference to Exhibit No. 10.3 to our Current Report on Form 8-K filed with the SEC on May 26, 2011, File No. 001-32426)

		10.4	Pledge Agreement, dated as of May 23, 2011, by and among Wright Express Corporation, certain Domestic Subsidiary Guarantors and Bank of America, N.A. (incorporated by reference to Exhibit No. 10.4 to our Current Report on Form 8-K filed with the SEC on May 26, 2011, File No. 001-32426)

		10.5	Share Mortgage, dated as of May 23, 2011, by and among Wright Express Corporation and Bank of America, N.A. (incorporated by reference to Exhibit No. 10.5 to our Current Report on Form 8-K filed with the SEC on May 26, 2011, File No. 001-32426)

		10.6	Executive Retention Agreement, dated April 6, 2011, between David Maxsimic and Wright Express Corporation (incorporated by reference to Exhibit No. 10.1 to our Current Report on Form 8-K filed with the SEC on April 12, 2011, File No. 001-32426)

*		10.7	Amendment to ISDA Master Agreement, dated as of May 20, 2011, between SunTrust Bank and Wright Express Corporation

*		31.1	Certification of Chief Executive Officer of Wright Express Corporation pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended

*		31.2	Certification of Chief Financial Officer of Wright Express Corporation pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended

*		32.1	Certification of Chief Executive Officer of Wright Express Corporation pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code

*		32.2	Certification of Chief Financial Officer of Wright Express Corporation pursuant to Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code

**	101.INS		XBRL Instance Document

**	101.SCH		XBRL Taxonomy Extension Schema Document

**	101.CAL		XBRL Taxonomy Calculation Linkbase Document

**	101.LAB		XBRL Taxonomy Label Linkbase Document

**	101.PRE		XBRL Taxonomy Presentation Linkbase Document

**	101.DEF		XBRL Taxonomy Definition Linkbase Document

*			These exhibits have been filed with this Quarterly Report on Form 10-Q.

**			In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed to be “furnished” and not “filed”.

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WEX - 10-Q quarterly report FY2011 Q2

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