Wright Express CORP (Form: 10-Q, Received: 07/30/2009 08:39:33)

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, 2009


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

For the transition period from to

Commission file number: 001-32426

WRIGHT EXPRESS CORPORATION

(Exact name of registrant as specified in its charter)


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

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

o 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 July 22, 2009

Common Stock, $0.01 par value per share		38,160,724 shares

TABLE OF CONTENTS


		Page

	PART I-FINANCIAL INFORMATION

Item 1.	Financial Statements	-3-

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	-16-

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	-25-

Item 4.	Controls and Procedures	-25-

	PART II-OTHER INFORMATION

Item 1.	Legal Proceedings	-27-

Item 1A.	Risk Factors	-27-

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	-27-

Item 4	Submission of Matters to a Vote of Security Holders	-28-

Item 6.	Exhibits	-29-

	SIGNATURE	-30-
Ex-10.3 Guarantee, dated as of June 26, 2009
Ex-10.4 Amendment to Credit Agreement
Ex-31.1 Section 302 Certification of the Chief Executive Officer
Ex-31.2 Section 302 Certification of the Chief Financial Officer
Ex-32.1 Section 906 Certification of the Chief Executive Officer
Ex-32.2 Section 906 Certification of the Chief Financial Officer

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: fuel price volatility; our failure to maintain or renew key agreements; failure to expand our technological capabilities and service offerings as rapidly as our competitors; the actions of regulatory bodies, including bank regulators, or possible changes in banking regulations impacting our industrial loan bank and us as the corporate parent; the uncertainties of litigation; the effects of general economics on fueling patterns and the commercial activity of fleets, as well as other risks and uncertainties identified in Item 1A of our Annual Report for the year ended December 31, 2008, filed on Form 10-K with the Securities and Exchange Commission on February 27, 2009. Our forward-looking statements and these factors do not reflect the potential future impact of any alliance, merger, acquisition or disposition. The forward-looking statements speak only as of the date of the initial filing of this Quarterly Report and undue reliance should not be placed on these statements. We disclaim any obligation to update any forward-looking statements as a result of new information, future events or otherwise.

-2-

PART I

Item 1. Financial Statements.

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


	June 30,			December 31,
	2009			2008


Assets
Cash and cash equivalents	$	24,318		$	183,117
Accounts receivable (less reserve for credit losses of $6,362 in 2009 and $18,435 in 2008)		903,170			702,225
Income taxes receivable		4,359			7,903
Available-for-sale securities		11,137			12,533
Fuel price derivatives, at fair value		20,249			49,294
Property, equipment and capitalized software (net of accumulated depreciation of $65,829 in 2009 and $57,814 in 2008)		45,261			44,864
Deferred income taxes, net		187,957			239,957
Goodwill		315,168			315,230
Other intangible assets, net		37,315			39,922
Other assets		18,685			16,810


Total assets	$	1,567,619		$	1,611,855


Liabilities and Stockholders’ Equity
Accounts payable	$	366,189		$	249,067
Accrued expenses		24,592			34,931
Deposits		406,165			540,146
Borrowed federal funds		48,153			—
Revolving line-of-credit facility		191,800			170,600
Other liabilities		1,464			3,083
Amounts due under tax receivable agreement		112,354			309,366
Preferred stock; 10,000 shares authorized:
Series A non-voting convertible, redeemable preferred stock; 0.1 shares issued and outstanding		10,000			10,000


Total liabilities		1,160,717			1,317,193

Commitments and contingencies (Note 8)

Stockholders’ Equity
Common stock $0.01 par value; 175,000 shares authorized, 41,086 in 2009 and 40,966 in 2008 shares issued; 38,282 in 2009 and 38,244 in 2008 shares outstanding		411			410
Additional paid-in capital		109,178			100,359
Retained earnings		376,646			272,479
Other comprehensive loss, net of tax:
Net unrealized loss on available-for-sale securities		(16	)		(53	)
Net unrealized loss on interest rate swaps		(328	)		(1,736	)
Net foreign currency translation adjustment		(229	)		(55	)


Accumulated other comprehensive loss		(573	)		(1,844	)

Less treasury stock at cost, 2,804 shares in 2009 and 2,722 shares in 2008		(78,760	)		(76,742	)


Total stockholders’ equity		406,902			294,662


Total liabilities and stockholders’ equity	$	1,567,619		$	1,611,855

See notes to unaudited condensed consolidated financial statements.

-3-

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


	Three months ended						Six months ended
	June 30,						June 30,
	2009			2008			2009			2008


Service Revenues
Payment processing revenue	$	53,794		$	86,909		$	98,786		$	157,520
Transaction processing revenue		4,363			5,255			8,661			9,235
Account servicing revenue		9,308			7,589			18,267			15,011
Finance fees		7,279			7,419			14,343			15,070
Other		2,938			3,021			5,737			5,746


Total service revenues		77,682			110,193			145,794			202,582

Product Revenues
Hardware and equipment sales		944			1,045			2,008			1,602


Total revenues		78,626			111,238			147,802			204,184

Expenses
Salary and other personnel		18,259			18,316			36,112			35,434
Service fees		5,974			5,860			12,156			10,706
Provision for credit losses		2,567			10,823			6,802			21,219
Technology leasing and support		2,237			2,206			4,397			4,378
Occupancy and equipment		1,969			1,998			4,357			3,850
Depreciation and amortization		5,338			4,935			10,583			9,426
Operating interest expense		3,314			9,278			8,130			18,086
Cost of hardware and equipment sold		763			928			1,756			1,433
Other		5,833			5,946			11,813			11,636


Total operating expenses		46,254			60,290			96,106			116,168


Operating income		32,372			50,948			51,696			88,016

Financing interest expense		(2,048	)		(3,016	)		(4,068	)		(6,117	)
Loss on foreign currency transactions		(12	)		—			(12	)		—
Gain on settlement of portion of amounts due under tax receivable agreement		136,485			—			136,485			—
Net realized and unrealized losses on fuel price derivatives		(18,110	)		(87,336	)		(17,457	)		(97,910	)
Increase in amount due under tax receivable agreement		—			—			(570	)		—


Income (loss) before income taxes		148,687			(39,404	)		166,074			(16,011	)

Income taxes		55,497			(15,021	)		61,907			(6,156	)


Net income (loss)		93,190			(24,383	)		104,167			(9,855	)

Changes in available-for-sale securities, net of tax effect of $(11) and $21 in 2009 and $(62) and $(34) in 2008		(20	)		(113	)		37			(61	)
Changes in interest rate swaps, net of tax effect of $410 and $816 in 2009 and $589 and $(67) in 2008		708			1,054			1,408			(128	)
Foreign currency translation		(150	)		2			(174	)		(8	)


Comprehensive income (loss)	$	93,728		$	(23,440	)	$	105,438		$	(10,052	)


Earnings (loss) per share:
Basic	$	2.43		$	(0.63	)	$	2.71		$	(0.25	)
Diluted	$	2.36		$	(0.63	)	$	2.65		$	(0.25	)

Weighted average common shares outstanding:
Basic		38,418			38,857			38,378			39,084
Diluted		39,517			38,857			39,356			39,084

See notes to unaudited condensed consolidated financial statements.

-4-

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


	Six months ended
	June 30,
	2009			2008


Cash flows from operating activities
Net income (loss)	$	104,167		$	(9,855	)
Adjustments to reconcile net income (loss) to net cash used for operating activities:
Fair value change of fuel price derivatives		29,045			77,720
Stock-based compensation		2,862			2,831
Depreciation and amortization		10,897			9,577
Gain on settlement of portion of amounts due under tax receivable agreement		(136,485	)		—
Deferred taxes		51,163			(18,098	)
Provision for credit losses		6,802			21,219
Loss on disposal of property and equipment		31			62
Impairment of internal-use software		421			—
Changes in operating assets and liabilities, net of effects of acquisition in 2008:
Accounts receivable		(207,724	)		(494,489	)
Other assets		(2,189	)		(2,003	)
Accounts payable		117,109			286,776
Accrued expenses		(8,154	)		(4,606	)
Income taxes		10,353			4,166
Other liabilities		(1,627	)		(1,137	)
Amounts due under tax receivable agreement		(60,527	)		(9,107	)


Net cash used for operating activities		(83,856	)		(136,944	)

Cash flows from investing activities
Purchases of property and equipment		(8,904	)		(8,660	)
Reinvestment of dividends on available-for-sale securities		(81	)		—
Purchase of available-for-sale securities		—			(1,589	)
Maturities of available-for-sale securities		1,535			858
Acquisition, net of cash acquired		—			(31,540	)


Net cash used for investing activities		(7,450	)		(40,931	)

Cash flows from financing activities
Excess tax benefits from equity instrument share-based payment arrangements		—			112
Repurchase of share-based awards to satisfy tax withholdings		(899	)		(2,076	)
Proceeds from stock option exercises		47			356
Net (decrease) increase in deposits		(133,981	)		128,637
Net increase in borrowed federal funds		48,153			66,816
Net change in revolving line-of-credit facility		21,200			19,500
Loan origination fees paid for revolving line-of-credit facility		—			(1,556	)
Purchase of shares of treasury stock		(2,018	)		(29,345	)


Net cash (used for) provided by financing activities		(67,498	)		182,444

Effect of exchange rate changes on cash and cash equivalents		5			(8	)


Net change in cash and cash equivalents		(158,799	)		4,561
Cash and cash equivalents, beginning of period		183,117			43,019


Cash and cash equivalents, end of period	$	24,318		$	47,580


Supplemental cash flow information
Interest paid	$	19,755		$	24,437
Income taxes paid	$	390		$	7,318

See notes to unaudited condensed consolidated financial statements.

-5-

WRIGHT EXPRESS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(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 has been no material change 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, 2008. 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-month and six-month periods ended June 30, 2009, are not necessarily indicative of the results that may be expected for any future quarter(s) or the year ending December 31, 2009. We have evaluated all subsequent events through July 29, 2009, the date the financial statements were issued.

2. Acquisitions

In February 2008, the Company acquired certain assets and assumed certain liabilities of Pacific Pride Services, Inc. The allocation of the purchase price relative to this acquisition was finalized in the first quarter of 2009. No adjustments to the allocation have been made since December 31, 2008. In August 2008, the Company acquired certain assets of Financial Automation Limited, a New Zealand based entity. The Company has allocated the purchase price of the acquisition based upon the fair values of the assets acquired. In connection with the fair valuing of the assets acquired, management performed assessments of intangible assets using customary valuation procedures and techniques. The purchase price and related allocations for this acquisition have not been finalized.

No pro forma information has been included in these financial statements because the results of operations of Pacific Pride and Financial Automation Limited for the three and six months ended June 30, 2009 and 2008, are immaterial to the Company’s revenues, net income and earnings per share.

3. Goodwill and Other Intangible Assets

Goodwill

The changes in goodwill during the first six months of 2009 were as follows:


	Fleet			MasterCard
	Segment			Segment		Total

Balance at December 31, 2008	$	305,517		$	9,713	$	315,230
Impact of foreign currency translation		(62	)		—		(62	)


Balance at June 30, 2009	$	305,455		$	9,713	$	315,168

-6-

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

Other Intangible Assets

The changes in other intangible assets during the first six months of 2009 were as follows:



	Net Carrying Amount, December 31,					Impact of Foreign Currency			Net Carrying Amount, June 30,
	2008		Amortization			Translation			2009

Definite-lived intangible assets
Software	$	15,085	$	(760	)	$	—		$	14,325
Non-compete agreement		17		(17	)		—			—
Customer relationships		20,267		(1,734	)		(79	)		18,454
Trade name		88		(17	)		—			71

Indefinite-lived intangible assets
Trademarks and trade names		4,465					—			4,465

Total	$	39,922	$	(2,528	)	$	(79	)	$	37,315

The Company expects amortization expense related to the definite-lived intangible assets above as follows: $2,527 for July 1, 2009 through December 31, 2009; $5,431 for 2010; $4,710 for 2011; $4,075 for 2012; $3,459 for 2013; and $2,481 for 2014.

Other intangible assets consist of the following:


	June 30, 2009							December 31, 2008
	Gross							Gross
	Carrying		Accumulated			Net		Carrying		Accumulated			Net
	Amount		Amortization			Carrying Amount		Amount		Amortization			Carrying Amount

Beginning Balance
Software	$	16,300	$	(1,975	)	$	14,325	$	16,300	$	(1,215	)	$	15,085
Non-compete agreement		100		(100	)		—		100		(83	)		17
Customer relationships		24,829		(6,375	)		18,454		24,900		(4,633	)		20,267
Trade name		100		(29	)		71		100		(12	)		88

	$	41,329	$	(8,479	)		32,850	$	41,400	$	(5,943	)		35,457

Indefinite-lived intangible assets
Trademarks and trade names							4,465							4,465

Total						$	37,315						$	39,922

-7-

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

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, 2009 and 2008:


	Three months ended					Six months ended
	June 30,					June 30,
	2009		2008			2009		2008


Income (loss) available for common stockholders – Basic	$	93,190	$	(24,383	)	$	104,167	$	(9,855	)
Convertible, redeemable preferred stock		68		—			150		—

Income (loss) available for common stockholders – Diluted	$	93,258	$	(24,383	)	$	104,317	$	(9,855	)


Weighted average common shares outstanding – Basic		38,418		38,857			38,378		39,084
Unvested restricted stock units		400		—			392		—
Stock options		255		—			142		—
Convertible, redeemable preferred stock		444		—			444		—


Weighted average common shares outstanding – Diluted		39,517		38,857			39,356		39,084

The following were not included in Weighted average common shares outstanding — Diluted because they are anti-dilutive:
Unvested restricted stock units		—		405			—		438
Stock options		—		41			—		45
Convertible, redeemable preferred stock		—		444			—		444

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. 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.

The Company recognizes 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, and therefore, no such hedging designation has been made.

-8-

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

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 (loss) 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, 2009, the Company had the following outstanding interest rate swap arrangements that were entered into to hedge forecasted interest payments:


	Weighted-			Aggregate
	Average			Notional
	Base Rate			Amount

Interest rate swap arrangements settling July 2009		5.20	%	$	80,000
Interest rate swap arrangements settling July 2009 — August 2009		4.73	%		25,000


Total				$	105,000

In July 2009 we acquired additional interest rate swap arrangements. See Note 10 for additional information.

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, 2009, 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 2009 — December 2010		33,330
Fuel price derivative instruments — diesel
Option contracts settling July 2009 — December 2010		14,974

Total fuel price derivative instruments		48,304


^(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.

-9-

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:

Asset Derivatives

Liability Derivatives

June 30, 2009

December 31, 2008

June 30, 2009

December 31, 2008

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

518

Accrued expenses

2,742

Derivatives not designated
as hedging instruments

Commodity contracts

Fuel price
derivatives,
at fair value

20,249

Fuel price
derivatives,
at fair value

49,294

Fuel price derivatives,
at fair value

—

Fuel price
derivatives,
at fair value

—

Total derivatives

20,249

49,294

518

2,742

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

from

Amount of Gain or

Accumulated

(Loss) Recognized in

Amount of Gain or

OCI into

Location of Gain or

Income on Derivative

(Loss) Recognized in

Income

(Loss) Recognized in

(Ineffective Portion and Amount

OCI on Derivative

Location of Gain or

(Effective

Income on Derivative

Excluded from

(Effective Portion) ^(a)

(Loss) Reclassified

Portion)

(Ineffective Portion

Effectiveness Testing)

Derivatives

Three months ended

from Accumulated

Three months ended

and Amount Excluded

Three months ended

Designated as

June 30,

OCI into Income

June 30,

from Effectiveness

June 30,

Hedging Instruments

2009

2008

(Effective Portion)

2009

2008

Testing) ^(b)

2009

2008

Interest rate contracts

708

1,055

Financing interest
expense

(1,238

)

(646

)

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	2009			2008


Commodity contracts	Net realized and unrealized losses on fuel price derivatives	$	(18,110	)	$	(87,336	)


^(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 $410 in 2009 and $589 in 2008.

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

-10-

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

Amount of Gain

or (Loss)

Reclassified

from

Amount of Gain or

Accumulated

(Loss) Recognized in

Amount of Gain or

OCI into

Location of Gain or

Income on Derivative

(Loss) Recognized in

Income

(Loss) Recognized in

(Ineffective Portion and Amount

OCI on Derivative

Location of Gain or

(Effective

Income on Derivative

Excluded from

(Effective Portion) ^(a)

(Loss) Reclassified

Portion)

(Ineffective Portion

Effectiveness Testing)

Derivatives

Six months ended

from Accumulated

Six months ended

and Amount Excluded

Six months ended

Designated as

June 30,

OCI into Income

June 30,

from Effectiveness

June 30,

Hedging Instruments

2009

2008

(Effective Portion)

2009

2008

Testing) ^(b)

2009

2008

Interest rate contracts

1,408

(128

)

Financing interest
expense

(2,471

)

(950

)

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	2009			2008

Commodity contracts	Net realized and unrealized losses on fuel price derivatives	$	(17,457	)	$	(97,910	)


^(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 $816 in 2009 and $(67) in 2008.

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

6. 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.

-11-

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 Markets for		Significant Other		Significant
	June 30,		Identical Assets		Observable Inputs		Unobservable Inputs
	2009		(Level 1)		(Level 2)		(Level 3)

Assets:

Mortgage-backed securities	$	3,299	$	—	$	3,299	$	—
Asset-backed securities		3,314		—		3,314		—
Municipal bonds		387		—		387		—
Equity securities		4,137		4,137		—		—


Total available-for-sale securities	$	11,137	$	4,137	$	7,000	$	—


Executive deferred compensation plan trust ^(a)	$	1,382	$	1,382	$	—	$	—


Fuel price derivatives — diesel	$	5,823	$	—	$	—	$	5,823
Fuel price derivatives — unleaded fuel		14,426		—		14,426		—


Total fuel price derivatives	$	20,249	$	—	$	14,426	$	5,823


Liabilities:

July 2007 interest rate swap arrangements with a base rate of 5.20% and an aggregate notional amount of $80,000	$	325	$	—	$	325	$	—
August 2007 interest rate swap arrangement with a base rate of 4.73% and a notional amount of $25,000		193		—		193		—


Total interest rate swap arrangements ^(b)	$	518	$	—	$	518	$	—


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

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

-12-

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 six months ended June 30, 2009:


	Fuel Price
	Derivatives-
	Diesel


Beginning balance	$	9,960
Total losses — realized/unrealized
Included in earnings ^(a)		(4,137	)
Included in other comprehensive income		—
Purchases, issuances and settlements		—
Transfers in/(out) of Level 3		—


Ending balance	$	5,823


The amount of total losses for the period included in earnings attributable to the change in unrealized losses relating to assets still held at June 30, 2009 ^(a)	$	(2,661	)


^(a)		Gains and losses (realized and unrealized) included in earnings for the six months ended June 30, 2009, are reported in net realized and unrealized losses on fuel price derivatives on the condensed consolidated statements of income.

7. Tax Receivable Agreement

As a consequence of the Company’s separation from its former parent company, the tax basis of the Company’s net tangible and intangible assets increased (the “Tax Basis Increase”). The Tax Basis Increase reduced the amount of tax that the Company would pay in the future to the extent the Company generated taxable income in sufficient amounts. The Company was contractually obligated, pursuant to its 2005 Tax Receivable Agreement with the Company’s former parent company, to remit 85 percent of any such cash savings.

Pursuant to the Separation and Distribution Agreement dated as of July 27, 2006, by and among Cendant Corporation (now known as Avis Budget Group, Inc or “Avis”), Realogy Corporation (“Realogy”), Wyndham Worldwide Corporation (“Wyndham”) and Travelport Inc., Realogy acquired from Cendant the right to receive 62.5 percent of the payments by Wright Express to Cendant and Wyndham acquired from Cendant the right to receive 37.5 percent of the payments by Wright Express to Cendant under the 2005 Tax Receivable Agreement.

On June 26, 2009, the Company entered into a Tax Receivable Prepayment Agreement with Realogy, pursuant to which the Company paid Realogy $51,000, including bank fees and legal expenses, as prepayment in full to settle the remaining obligations to Realogy under the 2005 Tax Receivable Agreement. These obligations were previously valued at $187,485 and this transaction resulted in a gain of $136,485. In connection with the Tax Receivable Prepayment Agreement with Realogy, the Company entered into a Ratification Agreement on June 26, 2009, (the “Ratification Agreement”) with Avis, Realogy and Wyndham which amended the 2005 Tax Receivable Agreement to require the Company to pay 31.875 percent of the future tax savings related to the Tax Basis Increase to Wyndham.

8. 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.

-13-

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

9. Segment Information

The Company operates in two reportable segments, fleet and MasterCard. The fleet segment provides customers with payment and transaction processing services specifically designed for the needs of vehicle fleet customers. The MasterCard segment provides customers with a payment processing solution for their corporate purchasing and transaction monitoring needs. The Company’s chief 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 fuel price derivatives, the amortization of acquired intangible assets, asset impairment charges related to its internally developed software, non-cash adjustments related to the tax receivable agreement and gains on the extinguishment of a portion of the tax receivable agreement. These adjustments are reflected net of the tax impact.

The following table presents the Company’s reportable segment results for the three months ended June 30, 2009 and 2008:

Operating

Depreciation

Total

Interest

and

Income

Adjusted Net

Revenues

Expense

Amortization

Taxes

Income

Three months ended June 30, 2009

Fleet

69,087

2,876

4,031

12,252

20,090

MasterCard

9,539

438

1,359

2,323

Total

78,626

3,314

4,090

13,611

22,413

Three months ended June 30, 2008

Fleet

104,004

8,553

3,550

12,699

21,222

MasterCard

7,234

725

213

769

1,223

Total

111,238

9,278

3,763

13,468

22,445

The following table presents the Company’s reportable segment results for the six months ended June 30, 2009 and 2008:

Operating

Depreciation

Total

Interest

and

Income

Adjusted Net

Revenues

Expense

Amortization

Taxes

Income

Six months ended June 30, 2009

Fleet

131,626

7,082

7,922

21,911

35,969

MasterCard

16,176

1,048

133

1,577

2,696

Total

147,802

8,130

8,055

23,488

38,665

Six months ended June 30, 2008

Fleet

191,002

16,639

6,966

22,817

38,094

MasterCard

13,182

1,447

418

1,090

1,750

Total

204,184

18,086

7,384

23,907

39,844

-14-

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 (loss):


	Three months ended						Six months ended
	June 30,						June 30,
	2009			2008			2009			2008


Adjusted net income	$	22,413		$	22,445		$	38,665		$	39,844
Unrealized losses on fuel price derivatives		(22,574	)		(74,145	)		(29,045	)		(77,720	)
Amortization of acquired intangible assets		(1,248	)		(1,172	)		(2,528	)		(2,042	)
Asset impairment charge		—			—			(421	)		—
Non-cash adjustments related to the tax receivable agreement		—			—			(570	)		—
Gain on extinguishment of liability		136,485			—			136,485			—
Tax impact		(41,886	)		28,489			(38,419	)		30,063

Net income (loss)	$	93,190		$	(24,383	)	$	104,167		$	(9,855	)

10. Subsequent Events

Effective July 22, 2009, we entered into an interest rate swap arrangement. This interest rate swap arrangement was designated as a cash flow hedge intended to reduce a portion of the variability of the future interest payments on our credit agreement. The following table presents information about the interest rate swap arrangement:


Weighted average fixed base rate		1.35	%

Aggregate notional amount of the interest rate swap:
for the period July 22, 2009, through July 22, 2011	$	50,000

-15-

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 you 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 financial statements as of December 31, 2008, 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 27, 2009 and in conjunction with the unaudited condensed consolidated financial statements and notes in Item 1 of Part I of this report.

Overview

Wright Express is a leading provider of payment processing and information management services to the vehicle fleet industry. We facilitate and manage transactions for vehicle fleets through our proprietary closed network of major oil companies, fuel retailers and vehicle maintenance providers. We provide fleets with detailed transaction data, analytical tools and purchase control capabilities. Our operations are organized as follows:

	•		Fleet — The fleet segment provides customers with payment and transaction processing services specifically designed for the needs of the vehicle fleet industry. This segment also provides information management and account services to these fleet customers.

	•		MasterCard — The MasterCard segment provides customers with a payment processing solution for their corporate purchasing and transaction monitoring needs. The MasterCard products are used by businesses to facilitate purchases of products and utilize our information management capabilities.

Summary

Below are key items from the second quarter of 2009:

	•		On June 26, 2009, we entered into a Tax Receivable Prepayment Agreement with Realogy Corporation (“Realogy”). Realogy had previously acquired the right to receive 62.5 percent of the payments made by us to Cendant Corporation (now Avis Budget Group, Inc. or “Avis”) under the 2005 Tax Receivable Agreement. We paid Realogy $51 million, including bank fees and legal expenses, as a prepayment in full to settle the remaining obligations to Realogy under the 2005 Tax Receivable Agreement. These obligations were recorded on our balance sheet at approximately $187 million and this transaction resulted in a gain of approximately $136 million. We are still required to pay the remainder of the obligation under our tax receivable agreement.

	•		Average number of vehicles serviced increased 5 percent from the second quarter of 2008 to approximately 4.7 million.

	•		Total fleet transactions (payment processing and transaction processing transactions) processed declined 9 percent from the second quarter of 2008 to 66.1 million. Payment processing transactions decreased 8 percent to 51.6 million, and transaction processing transactions decreased 14 percent to 14.5 million.

	•		Average expenditure per payment processing transaction for the second quarter of 2009 decreased 40 percent to $47.37 from $78.72 for the same period last year. This decrease was driven by lower average retail fuel prices. The average fuel price per gallon during the three months ended June 30, 2009, was $2.33, a 41 percent decrease over the same period last year.

	•		Realized gains on our fuel price derivatives were $4.5 million compared to realized losses of $13.2 million for the second quarter of 2008.

	•		Credit losses in the fleet segment were $1.9 million for the three months ended June 30, 2009, versus $10.1 million for the three months ended June 30, 2008.

-16-

	•		Total MasterCard purchase volume grew $148.6 million to $771.5 million for the three months ended June 30, 2009, an increase of 24 percent over the same period last year.

	•		Our operating interest expense, which includes interest accruing on deposits and borrowed federal funds, decreased to $3.3 million during the three months ended June 30, 2009, from $9.3 million during the three months ended June 30, 2008.

-17-

Results of Operations

Fleet

The following table reflects comparative operating results and key operating statistics within our fleet segment:


	Three months ended												Six months ended
(in thousands, except per	June 30,						Increase (decrease)						June 30,						Increase (decrease)
transaction and per gallon data)	2009			2008			Amount			Percent			2009			2008			Amount			Percent

Revenues
Payment processing revenue	$	45,205		$	80,217		$	(35,012	)		(44	)%	$	84,193		$	145,292		$	(61,099	)		(42)	%
Transaction processing revenue		4,363			5,255			(892	)		(17	)%		8,661			9,235			(574	)		(6)	%
Account servicing revenue		9,297			7,570			1,727			23	%		18,242			14,974			3,268			22	%
Finance fees		7,173			7,328			(155	)		(2)	%		14,157			14,908			(751	)		(5)	%
Other		2,105			2,589			(484	)		(19)	%		4,365			4,991			(626	)		(13)	%


Total service revenues		68,143			102,959			(34,816	)		(34)	%		129,618			189,400			(59,782	)		(32)	%

Product Revenues
Hardware and equipment sales		944			1,045			(101	)		(10)	%		2,008			1,602			406			25	%


Total revenues		69,087			104,004			(34,917	)		(34)	%		131,626			191,002			(59,376	)		(31)	%

Total operating expenses		40,397			55,048			(14,651	)		(27)	%		84,203			105,826			(21,623	)		(20)	%


Operating income		28,690			48,956			(20,266	)		(41)	%		47,423			85,176			(37,753	)		(44)	%

Financing interest expense		(2,048	)		(3,016	)		968			32	%		(4,068	)		(6,117	)		2,049			33	%
Loss on foreign currency transactions		(12	)		—			(12	)	NM				(12	)		—			(12	)	NM
Gain on extinguishment of debt		136,485			—			136,485		NM				136,485			—			136,485		NM
Net realized and unrealized losses on fuel price derivatives		(18,110	)		(87,336	)		69,226			79	%		(17,457	)		(97,910	)		80,453			82	%
Decrease in amounts due under tax receivable agreement		—			—			—			—			(570	)		—			(570	)	NM


Income (loss) before income taxes		145,005			(41,396	)		186,401			450	%		161,801			(18,851	)		180,652			958	%
Income taxes		54,138			(15,790	)		69,928			443	%		60,330			(7,246	)		67,576			(933)	%


Net income (loss)	$	90,867		$	(25,606	)	$	116,473			455	%	$	101,471		$	(11,605	)	$	113,076			974	%


Key operating statistics
Payment processing revenue:
Payment processing transactions		51,579			55,940			(4,361	)		(8)	%		100,875			109,165			(8,290	)		(8)	%
Average expenditure per payment processing transaction	$	47.37		$	78.72		$	(31.35	)		(40)	%	$	44.15		$	72.27		$	(28.12	)		(39)	%
Average price per gallon of fuel	$	2.33		$	3.96		$	(1.63	)		(41)	%	$	2.17		$	3.61		$	(1.44	)		(40)	%

Transaction processing revenue:
Transaction processing transactions		14,520			16,962			(2,442	)		(14)	%		28,511			28,539			(28	)	NM

Account servicing revenue:
Average number of vehicles serviced ^(a)		4,682			4,476			206			5	%		4,700			4,465			235			5	%


^(a)		Does not include Pacific Pride vehicle information.

NM		Not meaningful.

Revenues

Payment processing revenue decreased $35.0 million for the three months ended June 30, 2009, compared to the same period last year. The primary components of this decrease were a $31.0 million decrease in revenue associated with a 41 percent decrease in the average price per gallon of fuel. During 2008, we had renegotiated agreements with several of our merchants to change our pricing with them to include a fixed fee component and a percentage fee component. The renegotiated pricing has reduced the impact of fuel price volatility on our payment processing revenues. We benefited from this change as lower fuel prices drove our net payment processing rate up due to the fixed component of the transaction fees.

-18-

Payment processing revenue decreased $61.1 million for the six months ended June 30, 2009, compared to the same period last year. The primary components of this decrease were a $54.2 million decrease in revenue associated with a 40 percent decrease in the average price per gallon of fuel.

Transaction processing revenue decreased $0.9 million for the three months ended June 30, 2009, compared to the same period in 2008, and decreased $0.6 million for the six months ended June 30, 2009, as compared to the same period in 2008. These decreases in revenue, as well as the decreases in transaction processing transactions, are due to prevailing economic conditions. The decrease for the six months ended June 30, 2009, was partially offset by the acquisition of Pacific Pride during the first quarter of 2008.

Account servicing revenue increased $1.7 million for the three months ended June 30, 2009, compared to the same period in 2008, and increased $3.3 million for the six months ended June 30, 2009, as compared to the same period in 2008. This increase is due both to our WEXSmart ^TM telematics program and expansion into international markets following our August 2008 acquisition of Financial Automation Limited.

Our finance fees have decreased $0.2 million for the three months ended June 30, 2009, as compared to the same period in 2008, and decreased $0.8 million for the six months ended June 30, 2009, as compared to the same period in 2008. The decrease in finance fees is related to the decrease in the average price per gallon of fuel, as compared to the same period in the prior year, offset by a change in late fee policies implemented at the end of 2008, which increased the late fees charged to delinquent customers to encourage timely payments.

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


					Increase
(in thousands)	2009		2008		(decrease)


Expense
Provision for credit losses	$	1,946	$	10,111		(81)	%
Operating interest expense	$	2,876	$	8,553		(66)	%
Salary and other personnel	$	17,523	$	17,496	NM
Depreciation and amortization	$	5,279	$	4,722		12	%


NM	—	Not Meaningful

-19-

Changes in operating expenses for the three months ended June 30, 2009, 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 7.9 basis points of Fuel Expenditures for the three months ended June 30, 2009, compared to 22.9 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 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. Changes in the accounts receivable balances in 2009 as compared to the same period in the prior year have resulted in an increase to credit losses of approximately $0.5 million for the three months ended June 30, 2009, as compared to the same period in the prior year. Lower charge-offs during the three months ended June 30, 2009, decreased credit losses by $4.7 million as compared to the same period in the prior year. The remaining difference is due to increased collection activity and improved aging of the accounts receivable.

	•		Operating interest expense decreased $5.7 million for the three months ended June 30, 2009, compared to the same period in 2008. Approximately $3.4 million of the decrease in operating interest expense is primarily due to our total average operating debt balance, which consists of our deposits and borrowed federal funds, decreasing to $393.9 million for the second quarter of this year as compared to $706.2 million for the second quarter of 2008. The remaining decrease is due to lower interest rates. For the second quarter of 2009, the average interest rate on our deposits and borrowed federal funds was 2.5 percent. For the second quarter of 2008, this average interest rate was 4.3 percent. The interest rates we pay on certificates of deposit have been declining for the past several quarters, and we expect to continue to benefit from low interest rates in 2009. These low rates will average into our overall rate as we issue new certificates of deposit.

	•		Salary and other personnel expenses were essentially flat for the three months ended June 30, 2009, as compared to the same period last year. Our average headcount for the second quarter was 21 full-time equivalent employees (“FTEs”) lower than the same period a year ago. This expense savings was predominantly offset by the additional expense related to our annual incentive program, which is based on financial performance.

	•		Depreciation and amortization expenses increased approximately $0.6 million for the three months ended June 30, 2009, as compared to the same period in 2008. Approximately $0.1 million of the increase is amortization related to our acquisitions, and the remainder is additional depreciation as we place new assets into service.

-20-

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


					Increase
(in thousands)	2009		2008		(decrease)


Expense
Provision for credit losses	$	5,302	$	19,938		(73)	%
Operating interest expense	$	7,082	$	16,640		(57)	%
Salary and other personnel	$	34,706	$	33,830		3	%
Depreciation and amortization	$	10,450	$	9,008		16	%

Changes in operating expenses for the six months ended June 30, 2009, as compared to the corresponding period a year ago, include the following:

	•		Credit losses were 11.9 basis points of Fuel Expenditures for the six months ended June 30, 2009, compared to 25.2 basis points of Fuel Expenditures for the same period last year. Lower accounts receivable balances in 2009 as compared to the same period in the prior year have resulted in a decrease to credit losses of approximately $5.2 million for the three months ended June 30, 2009, as compared to the same period in the prior year. Lower charge-offs during the six months ended June 30, 2009, decreased credit losses by $3.3 million as compared to the same period in the prior year. The remaining difference is due increased collection activity and improved aging of the accounts receivable.

	•		Operating interest expense decreased $9.6 million for the six months ended June 30, 2009, compared to the same period in 2008. Approximately $5.5 million of the decrease in operating interest expense is primarily due to our total average operating debt balance decreasing to $410.3 million for the second quarter of this year as compared to $648.9 million for the second quarter of 2008. The remaining decrease is due to lower interest rates. For the first half of 2009, the average interest rate on our deposits and borrowed federal funds was 3.2 percent. For the first half of 2008, this average interest rate was 4.6 percent.

	•		Salary and other personnel expenses increased $0.9 million for the six months ended June 30, 2009, as compared to the same period last year. This increase was primarily due to additional expense of approximately $2.0 million from our annual incentive program, which is based on financial performance, offset by lower salary expenses due to reduced headcount.

	•		Depreciation and amortization expenses increased $1.4 million for the six months ended June 30, 2009, as compared to the same period in 2008. Approximately $0.5 million of the increase is amortization related to our acquisitions, and the remainder is additional depreciation as we place new assets into service.

-21-

We own fuel price-sensitive derivative instruments that we purchase on a periodic basis to manage the impact of volatility in fuel prices on our cash flows. These fuel derivative instruments do not qualify for hedge accounting. Accordingly, gains and losses on our fuel price-sensitive 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)	2009			2008			2009			2008


Fuel price derivatives, at fair value, beginning of period	$	42,823		$	(45,173	)	$	49,294		$	(41,598	)
Net change in fair value		(18,110	)		(87,336	)		(17,457	)		(97,910	)
Cash (receipts) payments on settlement		(4,464	)		13,191			(11,588	)		20,190


Fuel price derivatives, at fair value, end of period	$	20,249		$	(119,318	)	$	20,249		$	(119,318	)


Collar range:
Floor	$	2.67		$	2.59		$	2.62		$	2.56
Ceiling	$	2.73		$	2.65		$	2.68		$	2.62

Average fuel price, beginning of period	$	2.10		$	3.64		$	1.97		$	3.15
Average fuel price, end of period	$	2.59		$	4.24		$	2.59		$	4.24

Changes in fuel price derivatives for the three months ended June 30, 2009, as compared to the corresponding period a year ago, include the following:

•

Fuel prices increased over 23% during the second quarter of 2009. Accordingly, the fair value of the fuel price derivative instruments held at June 30, 2009, has declined as compared to March 31, 2009. The average fuel price moved closer to the floor of the collar by approximately $0.49 from the beginning of the quarter to the end of the quarter. In the same period for the prior year, the average fuel price moved from $0.99 above the ceiling of the collar at the beginning of the period to $1.59, above the ceiling at June 30, 2008, resulting in a significant change in the fair value of the instruments.

Changes in fuel price derivatives for the six months ended June 30, 2009, as compared to the corresponding period a year ago, include the following:

•

Fuel prices increased over 31% during the first six months of 2009. Accordingly, the fair value of the fuel price derivative instruments held at June 30, 2009, has declined as compared to December 31, 2008. In the same period for the prior year, the average fuel price moved closer to the floor of the collar by approximately $0.62 from the beginning of the period to the end of the period. Fuel prices were fairly volatile during the first six months of 2008. The average fuel price moved from $0.53 above the ceiling of the collar at the beginning of the period to $1.62 above the ceiling at June 30, 2008, resulting in a significant change in the fair value of the instruments.

We entered into additional derivative instruments during the second quarter of 2009. For the full year 2009, our weighted average floor is $2.85 and our weighted average ceiling is $2.91. Based on current fuel prices, we expect to receive cash gains from our hedging program in 2009.

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. However, we have reduced some of our exposure to fuel price volatility because of the fixed fee component of our new pricing arrangements.

-22-

MasterCard

The following table reflects comparative operating results and key operating statistics within our MasterCard segment:


	Three months ended										Six months ended
	June 30,				Increase (decrease)						June 30,				Increase (decrease)
(in thousands)	2009		2008		Amount			Percent			2009		2008		Amount			Percent


Revenues
Payment processing revenue	$	8,589	$	6,692	$	1,897			28	%	$	14,593	$	12,228	$	2,365			19	%
Account servicing revenue		11		19		(8	)		(42	)%		25		37		(12	)		(32)	%
Finance fees		106		91		15			16	%		186		162		24			15	%
Other		833		432		401			93	%		1,372		755		617			82	%


Total revenues		9,539		7,234		2,305			32	%		16,176		13,182		2,994			23	%

Total operating expenses		5,857		5,242		615			12	%		11,903		10,342		1,561			15	%


Operating income		3,682		1,992		1,690			85	%		4,273		2,840		1,433			50	%
Income taxes		1,359		769		590			77	%		1,577		1,090		487			45	%


Net income	$	2,323	$	1,223	$	1,100			90	%	$	2,696	$	1,750	$	946			54	%


Key operating statistics
Payment processing revenue:
MasterCard purchase volume	$	771,469	$	622,844	$	148,625			24	%	$	1,420,517	$	1,148,543	$	271,974			24	%

Payment processing revenue and the related operating expenses increased due to higher MasterCard purchase volume, primarily driven by new business from our single use account product. The revenue increase during the six months ended June 30, 2009, was partially offset by a decrease in the net interchange rate as a result of a new contract we signed with one of our largest customers. The increase in other revenues is primarily due to fees on cross border purchase volume. This increase is largely offset by associated operating expenses.

Credit loss was $0.2 million higher during the first half of 2009 as compared to the same period in the prior year primarily due to a bankruptcy that occurred during the first quarter of 2009.

Liquidity, Capital Resources and Cash Flows

Our primary source of liquidity is management operating cash, which we define as cash from operations adjusted for changes in deposits and borrowed federal funds. Management operating cash is not a measure in accordance with generally accepted accounting principles (“GAAP”). During the first six months of 2009, we used approximately $169.7 million in management operating cash as compared to approximately $58.5 million of management operating cash generated in the first six months of 2008.

In addition to the $169.7 million of management operating cash we used during the first six months of 2009, we borrowed an additional $21.2 million on our revolving credit facility. The significant decrease in management operating cash is due to the maturities of over $200 million of previously issued certificates of deposit, which are used to fund our accounts receivable. The rapid decline in fuel prices during the fourth quarter of 2008 led to decreasing accounts receivable balances. Our certificates of deposit were not maturing at the same pace as the drop in the accounts receivable balance.

-23-

Management Operating Cash

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, management considers deposits and borrowed federal funds when evaluating our operating activities. 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 used for operating activities as presented on the condensed consolidated statement of cash flows in accordance with GAAP.

The table below reconciles net cash used for operating activities to change in management operating cash:


	Six months ended
	June 30,
	2009			2008


Net cash used for operating activities	$	(83,856	)	$	(136,944	)
Net (decrease) increase in deposits		(133,981	)		128,637
Net increase in borrowed federal funds		48,153			66,816


Change in management operating cash	$	(169,684	)	$	58,509
—

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 three years and with fixed interest rates ranging from 0.50 percent to 5.35 percent as of June 30, 2009. Our weighted average interest rates on operating debt will be lower as a significant amount of our higher rate certificates of deposit matured during the first half of 2009. As of June 30, 2009, we had approximately $397 million of certificates of deposit 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. There was approximately $48 million outstanding on our federal funds lines of credit as of June 30, 2009.

Short-term Liquidity

We continue to have access to short-term borrowings to fund our accounts receivable. Our cash balance dropped approximately $159 million from December 31, 2008, to June 30, 2009, mainly due to over $200 million of certificates of deposit maturing during the first quarter. As a result of the drop in average outstanding operating debt, our operating interest expense declined in the second quarter of 2009. We issue our certificates of deposit in anticipation of accounts receivable; accordingly, our certificate of deposit issuances in 2009 has increased during the second quarter as we experienced an increase in the price of gasoline and diesel fuel during the second quarter of this year.

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. 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.

Long-term Liquidity

We have approximately three years left on our revolving credit facility. We are currently paying a rate of LIBOR plus 58 basis points. We had approximately $258 million available to us under this agreement as of June 30, 2009. We added $21.2 million in financing debt during the 6 months ended June 30, 2009, as we borrowed approximately $51 million, including bank fees and legal expenses of approximately $2.0 million, to purchase a portion of our tax receivable agreement from Realogy. There was a balance of $191.8 million on our revolving credit facility as of June 30, 2009.

-24-

Effective July 22, 2009, we entered into an interest rate swap arrangement for $50 million. This interest rate swap arrangement was designated as a cash flow hedge intended to reduce a portion of the variability of the future interest payments on our credit agreement. Two of our previous interest rate swap agreements totaling $80 million expired on July 22, 2009. We also currently have an interest rate swap agreement of $25 million that expires on August 24, 2009.

During the remainder of 2009, we expect to continue paying down debt and repurchasing shares. We will maintain our policy of considering alliances, mergers or acquisitions that can accelerate our overall growth and/or enhance our strategic position.

Off-balance Sheet Arrangements

We have no material changes to our off-balance sheet arrangements as discussed in our Annual Report on Form 10-K for the year ended December 31, 2008.

Purchase of Treasury Shares

The following table presents stock repurchase program activity from January 1, 2009 through June 30, 2009 and January 1, 2009, through June 30, 2009:

Three months ended June 30,

Six months ended June 30,

2009

2008

2009

2008

(in thousands)

Shares

Cost

Cost

Shares

Cost

Cost

Treasury stock purchased

81.6

2,018

—

81.6

2,018

963.1

29,345

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, 2008.

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, 2008.

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, 2009.

-25-

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, 2009, 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.

-26-

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 2009. 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, 2008, 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.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Share Repurchases

The following table provides information about the Company’s purchases of shares of the Company’s common stock during the quarter ended June 30, 2009:


							Approximate Dollar
					Total Number of		Value of Shares
					Shares Purchased		that May Yet Be
					as Part of Publicly		Purchased Under
	Total Number of		Average Price		Announced Plans or		the Plans or
	Shares Purchased		Paid per Share		Programs ^(a)		Programs ^(a)

April 1 — April 30, 2009		—	$	—		—	$	73,258,131
May 1 — May 31, 2009		—	$	—		—	$	73,258,131
June 1 — June 30, 2009		81,600	$	24.73		81,600	$	71,240,391


Total		81,600	$	24.73		81,600


^(a)		On February 7, 2007, the Company announced a share repurchase program authorizing the purchase of up to $75 million of its common stock over the next 24 months. In July 2008, our board of directors approved an increase of $75 million to the share repurchase authorization. In addition, our board of directors extended the share repurchase program to July 25, 2010. We have been authorized to purchase, in total, up to $150 million of our common stock. Share repurchases will be made on the open market and may be commenced or suspended at any time. The Company’s management, based on its evaluation of market and economic conditions and other factors, will determine the timing and number of shares repurchased.

-27-

Item 4. Submission of Matters to a Vote of Security Holders.

Wright Express Corporation’s Annual Meeting of Stockholders was held May 15, 2009. The following matters were voted on:

(a)

Election of three directors:


Nominees	Votes For		Votes Withheld
G. Larry McTavish		36,012,733		276,584
Jack VanWoerkom		33,059,646		3,229,671
Regina O. Sommer		36,018,668		270,649

The following directors continued their terms in office:

Shikhar Ghosh
Kirk P. Pond
Rowland T. Moriarty
Ronald T. Maheu
Michael E. Dubyak

(b)

Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year 2009:


For:			36,256,581
Against:			1,751
Abstain:			30,985

-28-

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		Tax Receivable Prepayment Agreement, dated June 26, 2009, by and between Wright Express Corporation and Realogy Corporation (incorporated by reference to Exhibit No. 10.1 to our Current Report on Form 8-K filed with the SEC on July 2, 2009, File No. 001-32426)

10.2		Ratification Agreement, dated June 26, 2009, by and among Wright Express Corporation, Realogy Corporation, Wyndham Worldwide Corporation and Avis Budget Group, Inc. (incorporated by reference to Exhibit No. 10.2 to our Current Report on Form 8-K filed with the SEC on July 2, 2009, File No. 001-32426)

*10.3		Guarantee, dated as of June 26, 2009, by Apollo Investment Fund VI, L.P., Apollo Overseas Partners VI, L.P., Apollo Overseas Partners (Delaware) VI, L.P., Apollo Overseas Partners (Delaware892) VI, L.P. and Apollo Overseas Partners (Germany) VI, L.P.

*10.4		Amendment to Credit Agreement among Wright Express Corporation; Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer; Banc of America Securities LLC; SunTrust Robinson Humphrey, a division of SunTrust Capital Markets, Inc., as joint lead arrangers and joint book managers; SunTrust Bank, Inc., as syndication agent; and with other lenders, dated June 26, 2009

10.5		Form of director indemnification agreement (incorporated by reference to Exhibit No. 10.1 to our Current Report on Form 8-K filed with the SEC on June 8, 2009, File No. 001-32426)

*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


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

-29-

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
July 29, 2009	By:	/s/ Melissa D. Smith
		Melissa D. Smith
		CFO and Executive Vice President, Finance and Operations (principal financial officer)

-30-

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		Tax Receivable Prepayment Agreement, dated June 26, 2009, by and between Wright Express Corporation and Realogy Corporation (incorporated by reference to Exhibit No. 10.1 to our Current Report on Form 8-K filed with the SEC on July 2, 2009, File No. 001-32426)

10.2		Ratification Agreement, dated June 26, 2009, by and among Wright Express Corporation, Realogy Corporation, Wyndham Worldwide Corporation and Avis Budget Group, Inc. (incorporated by reference to Exhibit No. 10.2 to our Current Report on Form 8-K filed with the SEC on July 2, 2009, File No. 001-32426)

*10.3		Guarantee, dated as of June 26, 2009, by Apollo Investment Fund VI, L.P., Apollo Overseas Partners VI, L.P., Apollo Overseas Partners (Delaware) VI, L.P., Apollo Overseas Partners (Delaware892) VI, L.P. and Apollo Overseas Partners (Germany) VI, L.P.

*10.4		Amendment to Credit Agreement among Wright Express Corporation; Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer; Banc of America Securities LLC; SunTrust Robinson Humphrey, a division of SunTrust Capital Markets, Inc., as joint lead arrangers and joint book managers; SunTrust Bank, Inc., as syndication agent; and with other lenders, dated June 26, 2009

10.5		Form of director indemnification agreement (incorporated by reference to Exhibit No. 10.1 to our Current Report on Form 8-K filed with the SEC on June 8, 2009, File No. 001-32426)

*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


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

-31-

EXHIBIT 10.3

EXECUTION VERSION

GUARANTEE

GUARANTEE, dated as of June 26, 2009 (this “ Guarantee ”), is by Apollo Investment Fund VI, L.P., Apollo Overseas Partners VI, L.P., Apollo Overseas Partners (Delaware) VI, L.P., Apollo Overseas Partners (Delaware892) VI, L.P. and Apollo Overseas Partners (Germany) VI, L.P. (together, the “ Guarantors ”, and each a “ Guarantor ”), in favor of Wright Express Corporation, a Delaware corporation (the “ Company ”).

1. GUARANTEE . To induce the Company to enter into that certain Tax Receivable Prepayment Agreement, dated as of June 26, 2009 (as amended, supplemented or otherwise modified from time to time, the “ Agreement ”), by and between the Company and Realogy Corporation, a Delaware corporation (“ Realogy ”), the Guarantors each guarantee to the Company on the terms and subject to the conditions hereinafter set forth the due and punctual payment by Realogy of any amounts due to the Company under clauses (a), (b), (c) and (d) of Section 7.1 of the Agreement, in accordance with the terms of the Agreement (the “ Realogy Obligations ”). Solely to the extent that the underlying Realogy Obligation in respect of which a claim is made hereunder arises under Section 7.1(c) of the Agreement and such underlying Realogy Obligation is invalidated in connection with the related challenge to the validity of the transactions contemplated by the Agreement, this guarantee shall be construed, without duplication, as an indemnity in respect of, and hold-harmless of the Company and its Affiliates (as defined in the Agreement) against, any Damages (as defined in the Agreement) rather than a guarantee to the extent necessary to preserve the Company’s ability to seek recovery from each Guarantor hereunder in respect of such underlying Realogy Obligation notwithstanding the invalidity of the underlying Realogy Obligation.

2. CONDITIONS TO ENFORCEMENT RIGHT .

(a) The Company may not seek to enforce this Guarantee and shall have no rights hereunder unless:

(i) with respect to Realogy Obligations arising under Section 7.1 of the Agreement in respect of the matters described in clause (a) of that Section, the Company shall have obtained a trial court judgment against Realogy in respect of such claim on or before June 26, 2011 (or Realogy shall have admitted in writing its liability in respect of such claim, with the express written consent of each Guarantor, on or before June 26, 2011) and Realogy shall have failed for any reason to make payment in full of such judgment or settlement liability within ten (10) days after written demand by the Company to Realogy therefor (a copy of which written demand shall have been provided to each Guarantor, it being understood that no such notice shall be required if the giving of such notice is barred or stayed by law);

(ii) with respect to Realogy Obligations arising under Section 7.1 of the Agreement in respect of the matters described in clause (b) of that Section, the Company shall have received a Final Determination establishing that the Company is liable for taxes resulting from any cancellation of indebtedness income recognized by the Company for federal, state or local income tax purposes as a result of the transactions contemplated by the Agreement on or before June 26, 2011 and Realogy shall have failed for any reason to meet its payment obligations under Section 7.1(b) of the Agreement within ten (10) days after written demand by the Company to Realogy therefor (a copy of which written demand shall have been provided to each Guarantor, it being understood that no such demand shall be required if the giving of such demand is barred or stayed by law);

(iii) subject to clause (b) of this Section 2, with respect to Realogy Obligations arising under Section 7.1 of the Agreement in respect of the matters described in clause (c) of that Section, the Company shall have been named as a defendant in an action in respect of such claim on or before June 26, 2011 and shall have promptly (and in any event within ten (10) days of receiving notice thereof) given notice of such suit to Realogy in accordance with the Agreement and to each Guarantor at the same time (it being understood that no such notice shall be required if the giving of such notice is barred or stayed by law); and

(iv) subject to clause (c) of this Section 2, with respect to Realogy Obligations arising under Section 7.1 of the Agreement in respect of the matters described in clause (d) of that Section, the Company shall have been named as a defendant in an action in respect of such claim on or before June 26, 2011 and shall have promptly (and in any event within ten (10) days of receiving notice thereof) given notice of such suit to Realogy in accordance with the Agreement and to each Guarantor at the same time (it being understood that no such notice shall be required if the giving of such notice is barred or stayed by law).

(b) With respect to Realogy Obligations arising under Section 7.1 of the Agreement in respect of the matters described in clause (c) of that Section after the occurrence and during the continuance of a Bankruptcy Event (as defined below) with respect to Realogy, the date set forth in clause (a)(iii) of this Section 2 shall be extended until the latest date provided in section 546(a) of the Bankruptcy Code for the commencement of avoidance actions in or with respect to such Bankruptcy Event (including any extensions thereto or tolling thereof, other than extensions or tolling requested by or at the motion of the Company or any of its affiliates).

(c) With respect to Realogy Obligations arising under Section 7.1 of the Agreement in respect of the matters described in clause (d) of that Section after the occurrence and during the continuance of a Bankruptcy Event (as defined below) with respect to Avis Budget Group, Inc. (“ ABG ”), the date set forth in clause (a)(iv) of this

-2-

Section 2 shall be extended until the latest date provided in section 546(a) and section 550(f) of the Bankruptcy Code for the commencement of avoidance actions in or with respect to such Bankruptcy Event (including any extensions thereto or tolling thereof, other than extensions or tolling requested by or at the motion of the Company or any of its affiliates).

(d) The terms:

(i) “ Bankruptcy Event ” as used herein means a voluntary or involuntary case under Title 11 of the United States Code (the “Bankruptcy Code”) filed on or before June 26, 2011 by or against Realogy or ABG; and

(ii) “ Final Determination ” as used herein shall have the meaning ascribed to Determination in Section 1313(a) of the Internal Revenue Code of 1986, as amended, or similar provision of state, local or foreign law, as applicable, or any other event that finally and conclusively establishes the amount of any liability for tax.

(e) Notwithstanding anything to the contrary in this Agreement, each Guarantor’s obligations with respect to Section 7.1 of the Agreement in respect of matters described in clause (d) of that Section shall terminate at such time as any Guarantor delivers to the Company written documentation demonstrating that Realogy has been rated BB (or any higher rating) by Standard & Poor’s Rating Services, a division of the McGraw Hill Companies, Inc.

3. CAP ON OBLIGATIONS . Notwithstanding anything else in this Agreement to the contrary, the maximum obligations of the Guarantors collectively under this Guarantee shall not exceed $51,000,000.00, it being understood that the Company shall not be entitled to recover more than $51,000,000.00 in total under this Guarantee.

4. CHANGES IN REALOGY OBLIGATIONS, CERTAIN WAIVERS . Each Guarantor agrees that the obligations of such Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by the following, all of which are waived: (a) except as provided in Section 2 of this Guarantee, the failure of the Company to assert any claim or demand or to enforce any right or remedy against Realogy or any other entity or person interested in the transactions contemplated by the Agreement; (b) any amendment or modification of any of the terms or provisions of the Agreement or any other agreement evidencing, securing or otherwise executed in connection with the Agreement, that does not affect the Realogy Obligations or the Guarantors’ liability with respect thereto; (c) any change in the corporate existence, structure or ownership of Realogy or any other entity or person interested in the transactions contemplated by the Agreement; (d) any insolvency, bankruptcy, reorganization or other similar proceeding (a “ Bankruptcy ”) affecting Realogy or any other entity or person interested in the transactions contemplated in the Agreement; (e) the existence of any claim, set-off or other rights which such Guarantor may have at any time against Realogy, whether in connection with the Realogy Obligations or otherwise;

-3-

(f) the adequacy of any other means the Company may have of obtaining payment or performance of the Realogy Obligations; (g) any Realogy Obligations being illegal, invalid or unenforceable for any non-contractual reason (other than fraud or willful misconduct by the Company or any of its subsidiaries), including, without limitation, by reason of any stay or claim arising or resulting from or asserted in a Bankruptcy of Realogy, or any avoidance of such Realogy Obligations in such a Bankruptcy, or any Realogy Obligations being limited, modified, voided, released or discharged as a result of any Bankruptcy; or (h) the failure to file any proof of claim relating to the Realogy Obligations in the event that Realogy becomes subject to a Bankruptcy. To the fullest extent permitted by law, each Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Company. Except to the extent such waiver would be inconsistent with Section 2 of this Guarantee, each Guarantor waives promptness, diligence, notice of the acceptance of this Guarantee and of the Realogy Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any obligations incurred and all other notices of any kind, any right to require the marshalling of assets of Realogy or any other entity or other person interested in the transactions contemplated by the Agreement, and all suretyship defenses generally (other than (x) fraud or willful misconduct by the Company or any of its subsidiaries or (y) defenses to the payment or performance of the Realogy Obligations that are available to Realogy under the Agreement (but not defenses that are of the kind described in clause 4(g) above), none of which is waived). Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Agreement and that the waivers set forth in this Guarantee are knowingly made in contemplation of such benefits. For the avoidance of doubt, each Guarantor expressly reserves the right to assert defenses which Realogy may have to payment or performance of any Realogy Obligations other than defenses arising from the bankruptcy or insolvency of Realogy and those expressly waived in this Guarantee (including, without limitation, in clause 4(g) above).

5. NO WAIVER; CUMULATIVE RIGHTS . No failure on the part of the Company to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Company of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder. Each and every right, remedy and power hereby granted to the Company or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Company at any time or from time to time.

6. REPRESENTATIONS AND WARRANTIES . Each Guarantor hereby represents and warrants:

(a) the execution, delivery and performance of this Guarantee have been duly authorized by all necessary action and do not contravene any provision of such Guarantor’s partnership agreement, operating agreement or similar organizational documents or any law, regulation, rule, decree, order, judgment or contractual restriction binding on such Guarantor or its assets;

-4-

(b) all consents, approvals, authorizations and permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this Guarantee by such Guarantor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this Guarantee;

(c) this Guarantee constitutes a valid and legally binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law).

7. GUARANTOR FINANCIAL CAPACITY .

(a) Each Guarantor (i) represents that, taken together, the Guarantors have the financial capacity to pay and perform their obligations under this Guarantee and that all funds necessary for the Guarantors collectively to fulfill their obligations under this Guarantee shall be available to the Guarantors collectively for so long as this Guarantee shall remain in effect, and (ii) agrees that (A) collectively, the Guarantors have and will maintain, directly or indirectly, unencumbered cash, other liquid assets or prompt (which in no event shall be more than ten business days) access to liquidity in an aggregate amount not less than the amount of the Guarantors’ obligations hereunder (subject to the applicable cap in Section 3), unless the Guarantors, not fewer than fifteen business days prior to the first date on which the Guarantors fail to maintain, directly or indirectly, such amount of unencumbered cash, other liquid assets or prompt (which in no event shall be more than ten business days) access to liquidity, post a letter of credit (or make alternative financial arrangements) in form reasonably acceptable to the Company securing the payment of such obligations, and (B) if at any time the preceding clause (A) is not satisfied, if a claim is made under the Guarantee, the Guarantors will promptly call capital from their investors in accordance with the terms of their applicable partnership agreements to the extent that, between them, the Guarantors do not have sufficient unencumbered cash, other liquid assets or prompt (which in no event shall be more than ten business days) access to liquidity (or have posted a letter of credit or made other financial arrangements referred to in the preceding clause (A)) to cover the amount claimed (subject to the applicable cap in Section 3), and will exercise available remedies available under the applicable partnership agreements as necessary to obtain such capital.

(b) While the Guarantee remains in effect, if a Guarantor terminates before October 25, 2015, such Guarantor shall first post a letter of credit in form acceptable to the Company securing, or otherwise make reasonable provision for, in form acceptable to the Company, payment of its obligations (subject to the applicable cap in Section 3) unless the remaining Guarantors are in compliance with Section 7(a) above.

8. SPECIAL PROVISION FOR DEFENSE . Each Guarantor agrees that if under Section 7.3 of the Agreement Realogy is obligated to assume, or pay or

-5-

reimburse the cost of, the defense of a claim and fails to do so, and such claim is one which if determined adversely to Realogy or the Company, as applicable, would give rise to a claim against the Guarantor hereunder, (subject to the applicable cap in Section 3) such Guarantor will pay or cause to be paid the payment obligations of Realogy in respect of such defense.

9. JOINT AND SEVERAL LIABILITY . The Guarantors’ obligations to the Company under this Guarantee are joint and several; provided , however , that the Company shall give all of the Guarantors at least ten (10) days notice of the amount claimed under this Guarantee before seeking to enforce its rights under this Guarantee against fewer than all of the Guarantors (it being understood that no such notice shall be required if the giving of such notice is barred or stayed by law).

10. ASSIGNMENT AND DELEGATION . Neither the Guarantors nor the Company may assign any of their rights hereunder to any other person.

11. NOTICES . All notices and other communications hereunder shall be in writing and shall be deemed duly delivered (i) four (4) business days (as defined in the Agreement) after being sent by registered or certified mail, return receipt requested, postage prepaid, (ii) one (1) business day after being sent for next business day delivery, fees prepaid, via a reputable nationwide overnight courier service, or (iii) on the date of confirmation of receipt (or, the first (1st) business day following such receipt if the date of such receipt is not a business day) of transmission by facsimile, in each case to the intended recipient as set forth below. All notices to a Guarantor hereunder shall be delivered as set forth below:

As applicable, Apollo Investment Fund VI, L.P., Apollo
Overseas Partners VI, L.P., Apollo Overseas Partners
(Delaware) VI, L.P., Apollo Overseas Partners
(Delaware 892) VI, L.P. or Apollo Overseas Partners
(Germany) VI, L.P.
c/o Apollo Capital Management VI, LLC
9 West 57 ^th Street
New York, New York 10019
Attn: John Suydam
Fax: +1 212 515 3251

or to such other address or facsimile number as such Guarantor shall have notified the Company in a written notice delivered to the Company in accordance with the Agreement. All notices to the Company hereunder shall be delivered as set forth in the Agreement.

12. GOVERNING LAW . This Guarantee shall be governed and construed in accordance with the laws of the State of New York applicable to contracts executed in and to be performed in that State. All actions arising out of or relating to this Guarantee shall be heard and determined exclusively in the state or federal courts of the United States of America located in New York, New York. The parties hereto hereby

-6-

(a) submit to the exclusive jurisdiction of the state or federal courts of the United States of America located in New York, New York for the purpose of any action arising out of or relating to this Guarantee brought by any party hereto, and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named court, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Guarantee or the transactions contemplated hereby may not be enforced in or by the above-named court.

13. WAIVER OF JURY TRIAL . EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTEE OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

14. COUNTERPARTS . This Guarantee may be executed and delivered (including by facsimile and other electronic transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same instrument.

SIGNATURE PAGE FOLLOWS

-7-

IN WITNESS WHEREOF, the Guarantors and the Company have caused this Guarantee to be executed and delivered as of the date first written above by its officer thereunto duly authorized.


APOLLO INVESTMENT FUND VI, L.P.
By:	Apollo Advisors VI, L.P.,
	its general partner


By:	Apollo Capital Management VI, LLC,
	its general partner


By:	/s/ John J. Suydam
	Name:	John J. Suydam
	Title:	Vice President

APOLLO OVERSEAS PARTNERS (DELAWARE) VI, L.P.
By:	Apollo Advisors VI, L.P.,
	its general partner


By:	Apollo Capital Management VI, LLC,
	its general partner


By:	/s/ John J. Suydam
	Name:	John J. Suydam
	Title:	Vice President

APOLLO OVERSEAS PARTNERS (DELAWARE 892) VI, L.P.
By:	Apollo Advisors VI, L.P.,
	its general partner


By:	Apollo Capital Management VI, LLC,
	its general partner


By:	/s/ John J. Suydam
	Name:	John J. Suydam
	Title:	Vice President

-8-


APOLLO OVERSEAS PARTNERS VI, L.P.
By:	Apollo Advisors VI, L.P.,
	its managing general partner


By:	Apollo Capital Management VI, LLC,
	its managing partner


By:	/s/ John J. Suydam
	Name:	John J. Suydam
	Title:	Vice President

APOLLO OVERSEAS PARTNERS (GERMANY) VI, L.P.
By:	Apollo Advisors VI, L.P.,
	its managing general partner


By:	Apollo Capital Management VI, LLC,
	its managing partner


By:	/s/ John J. Suydam
	Name:	John J. Suydam
	Title:	Vice President

Accepted and Agreed to:


WRIGHT EXPRESS CORPORATION
By:		/s/ Melissa D. Smith
		Name: Melissa D. Smith
		Title: CFO

-9-

Exhibit 10.4

EXECUTION COPY

AMENDMENT TO CREDIT AGREEMENT

This Amendment to Credit Agreement, dated as of June 26, 2009 (this “ Amendment ”), is delivered in connection with that certain Credit Agreement, dated as of May 22, 2007 (as amended from time to time, the “ Credit Agreement ”), among WRIGHT EXPRESS CORPORATION, a Delaware corporation (the “ Borrower ”), each lender from time to time party thereto (collectively, the “ Lenders ” and individually, a “ Lender ”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (in its capacity as administrative agent, the “ Administrative Agent ”). Capitalized terms not defined herein shall have the meanings given to such terms in the Credit Agreement.

RECITALS

WHEREAS, the Borrower, the Lenders, the Administrative Agent and each of the other parties thereto are parties to the Credit Agreement; and

WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders amend the Credit Agreement to allow the Borrower to make certain payments under the Tax Receivable Agreement; and

WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement to allow certain payments relating to the Tax Receivable Agreement, and the Lenders are willing to amend the Credit Agreement on the terms, and subject to the conditions, set forth herein;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1. Amendments . The Credit Agreement is hereby amended as follows:

(a) Section 1.01 of the Credit Agreement is hereby amended by adding the following defined term in appropriate alphabetical order:

“ Permitted Tax Receivable Agreement Prepayment ” means any prepayment made under the Tax Receivable Agreement; provided , that (a) such prepayment is made at a discount to the present value of all or a portion of the Borrower’s remaining obligations under the Tax Receivable Agreement, calculated in a manner reasonably satisfactory to the Administrative Agent, (b) such prepayment satisfies in full all or the applicable portion of the Borrower’s remaining obligations under the Tax Receivable Agreement, other than contingent indemnification obligations under the Tax Receivable Agreement for which no claim has been asserted, (c) such prepayment is made on or before September 30, 2009, (d) the terms and conditions of such prepayment are otherwise reasonably satisfactory to the Administrative Agent, and (e) both before and after giving effect to such prepayment, no Event of Default shall have occurred and be continuing, including, on a Pro Forma Basis, under Section 7.11 .

(b) Section 2.09(b) of the Credit Agreement is hereby amended by adding the following clause (iii) after clause (ii) thereof:

“(iii) The Borrower shall pay to each Lender executing the Amendment to Credit Agreement, dated as of June 26, 2009, a fee equal to 0.25% of such Lender’s Commitment on such date. A portion of such fee equal to 0.05% of each Lender’s Commitment shall be due and

payable on the effective date of such amendment, and the balance of such fee shall be payable on the first date on which the Borrower makes a Permitted Tax Receivable Agreement Prepayment. Such fees shall be fully earned when due and shall not be refundable for any reason whatsoever.”

(c) Section 7.14 of the Credit Agreement is hereby amended (i) by inserting the following text immediately after the word “Lenders” in clause (i) thereof:

“(and for the avoidance of doubt, agreements effecting Permitted Tax Receivable Agreement Prepayments that have been approved by the Administrative Agent, acting reasonably, are not materially disadvantageous to the Lenders)”

and (ii) by inserting the following text immediately after the word “Agreement” at the end of clause (ii) thereof:

“, other than Permitted Tax Receivable Agreement Prepayments”

Section 2. Representations and Warranties . The Borrower represents and warrants as follows:

(a) Before and after giving effect to this Amendment, all representations and warranties of the Loan Parties set forth in the Loan Documents are true and correct in all material respects on and as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to an earlier date).

(b) After giving effect to this Amendment, the Loan Parties are in compliance with all of the terms and provisions set forth in the Loan Documents on their part to be observed or performed thereunder.

(c) Both before and after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.

(d) Both before and after Borrower makes any Permitted Tax Receivable Agreement Prepayment, no Default or Event of Default shall have occurred and be continuing.

Section 3. Conditions . The effectiveness of this Amendment is conditioned upon the satisfaction of each of the following conditions precedent:

(a) Execution of Amendment . The Administrative Agent shall have received from each of the Borrower, the Administrative Agent and the Required Lenders either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Amendment.

(b) Corporate Matters . Appropriate corporate resolutions, if necessary, and such other certificates, instruments and documents as the Administrative Agent may reasonably request for the purpose of implementing or effectuating the provisions of the Credit Agreement, as hereby amended, or this Amendment.

(c) Fee . The Borrower shall have paid to the Lenders entitled to the same the fee due on the effective date hereof under Section 2.09(b)(iii) of the Credit Agreement, as amended hereby and to Bank of America the fees payable on the date hereof pursuant to the separate agreement between the Borrower and Bank of America.

-2-

(d) Other Documents . The Administrative Agent shall have received such other documents and instruments as the Administrative Agent may reasonably require.

Section 4. General .

(a) Except to the extent specifically amended, consented or waived hereby, the Credit Agreement, the Loan Documents and all related documents shall remain in full force and effect. Whenever the terms or sections amended hereby shall be referred to in the Credit Agreement, Loan Documents or such other documents (whether directly or by incorporation into other defined terms), such terms or sections shall be deemed to refer to those terms or sections as amended by this Amendment.

(b) This Amendment may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, but all counterparts shall together constitute one instrument.

(c) This Amendment shall be governed by the laws of the State of New York and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

(d) The Credit Parties agree to pay all reasonable expenses, including reasonable legal fees and disbursements incurred by the Administrative Agent in connection with this Amendment and the transactions contemplated hereby.

(e) This Amendment shall be considered a Loan Document for all purposes.

[Signature Pages Follow.]

-3-

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the date first written above.


WRIGHT EXPRESS CORPORATION
By:	/s/ Melissa D. Smith
	Name:	Melissa D. Smith
	Title:	Chief Financial Officer