e10vq
Table of Contents

 
 
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 LOGO)
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
 
 

 


 

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 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.

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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.

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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.

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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.

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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.

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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  
 

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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.

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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.

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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.

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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.

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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           Balance           Balance       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.

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Table of Contents

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.

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Table of Contents

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.

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Table of Contents

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.

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Table of Contents

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.

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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.

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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.

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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  
 

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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.

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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.

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    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.

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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

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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.

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    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.

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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  
 

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     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.

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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.

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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.

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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.

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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”.

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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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