10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended		March 31, 2007
		OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from			to
	Commission file number		001-32426

WRIGHT EXPRESS CORPORATION

(Exact name of Registrant as specified in its charter)

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

97 Darling Avenue
South Portland, ME 04106

(Address of principal executive office)

(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 such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days.
Yes þ     No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act.
(Check one):

Large accelerated filer   þ Accelerated filer   o Non-accelerated filer   o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o     No þ

There were 39,936,725 shares of common stock $0.01 par value outstanding as of April 26, 2007.

WRIGHT EXPRESS CORPORATION
FORM 10-Q

TABLE OF CONTENTS

		Page Number
	PART I: FINANCIAL INFORMATION
Item 1.	Financial Statements.		3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		13
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.		21
Item 4.	Controls and Procedures.		22
	PART II: OTHER INFORMATION
Item 1.	Legal Proceedings.		23
Item 1A.	Risk Factors.		23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		24
Item 3.	Defaults Upon Senior Securities.		24
Item 4.	Submission of Matters to a Vote of Security Holders.		24
Item 5.	Other Information.		24
Item 6.	Exhibits.		25
	SIGNATURES		26
EX-10.3 WRIGHT EXPRESS CORPORATION AMENDED AND RESTATED SHORT TERM INCENTIVE PLAN
EX-10.4 LONG TERM INCENTIVE PLAN
EX-31.1 SECTION 302 CERTIFICATION OF CEO
EX-31.2 SECTION 302 CERTIFICATION OF CFO
EX-32.1 SECTION 906 CERTIFICATION OF CEO
EX-32.2 SECTION 906 CERTIFICATION OF CFO

Page 2 of 27

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements.

WRIGHT EXPRESS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

	March 31, 2007			December 31,
	(unaudited)			2006
Assets
Cash and cash equivalents	$	20,108		$	35,060
Accounts receivable (less reserve for credit losses of $10,125 in 2007 and $9,749 in 2006)		911,785			802,165
Available-for-sale securities		7,766			8,023
Property, equipment and capitalized software, net		43,506			39,970
Deferred income taxes, net		371,654			377,276
Intangible assets		2,421			2,421
Goodwill		272,861			272,861
Other assets		13,663			13,239
Total assets	$	1,643,764		$	1,551,015
Liabilities and Stockholders’ Equity
Accounts payable	$	353,359		$	297,102
Accrued expenses		18,877			26,065
Income taxes payable		—			813
Deposits		387,801			394,699
Borrowed federal funds		94,244			65,396
Revolving line-of-credit facility		45,000			20,000
Term loan, net		119,115			129,760
Derivative instruments, at fair value		15,115			4,524
Other liabilities		4,633			1,170
Amounts due to Avis under tax receivable agreement		416,743			418,359
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		1,464,887			1,367,888
Commitments and contingencies (Note 6)
Stockholders’ Equity
Common stock $0.01 par value; 175,000 shares authorized, 40,557 in 2007 and 40,430 in 2006 issued		406			404
Additional paid-in capital		91,059			89,325
Retained earnings		101,599			93,262
Other comprehensive income, net of tax:
Net unrealized loss on available-for-sale securities		(90	)		(98	)
Net unrealized gain on interest rate swaps		61			234
Accumulated other comprehensive income		(29	)		136
Less treasury stock at cost, 489 shares in 2007 and no shares in 2006		(14,158	)		—
Total stockholders’ equity		178,877			183,127
Total liabilities and stockholders’ equity	$	1,643,764		$	1,551,015

See notes to condensed consolidated financial statements.

Page 3 of 27

WRIGHT EXPRESS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(in thousands, except per share data)

(unaudited)

	Three months ended
	March 31,
	2007			2006
Revenues
Payment processing revenue	$	54,194		$	46,956
Transaction processing revenue		3,475			4,210
Account servicing revenue		6,180			5,915
Finance fees		5,566			5,238
Other		2,407			2,319
Total revenues		71,822			64,638
Expenses
Salary and other personnel		16,129			14,354
Service fees		3,671			3,040
Provision for credit losses		6,263			3,918
Technology leasing and support		2,340			1,863
Occupancy and equipment		1,594			1,592
Depreciation and amortization		3,302			2,514
Operating interest expense		6,921			4,607
Other		4,699			3,843
Total operating expenses		44,919			35,731
Operating income		26,903			28,907
Financing interest expense		(3,130	)		(3,728	)
Net realized and unrealized losses on derivative instruments		(10,690	)		(7,478	)
Income before income taxes		13,083			17,701
Provision for income taxes		4,746			6,351
Net income		8,337			11,350
Change in net unrealized loss on available-for-sale securities, net of tax effect of $5 in 2007 and $(41) in 2006		8			(63	)
Change in net unrealized gain on interest rate swaps, net of tax effect of $(120) in 2007 and $86 in 2006		(173	)		68
Comprehensive income	$	8,172		$	11,355
Earnings per share:
Basic	$	0.21		$	0.28
Diluted	$	0.20		$	0.28
Weighted average common shares outstanding:
Basic		40,347			40,245
Diluted		41,069			40,983

See notes to condensed consolidated financial statements.

Page 4 of 27

WRIGHT EXPRESS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Three months ended
	March 31,
	2007			2006
Cash flows from operating activities
Net income	$	8,337		$	11,350
Adjustments to reconcile net income to net cash (used for) provided by operating activities:
Change in net unrealized loss on derivative instruments		10,591			1,426
Stock-based compensation		1,001			707
Depreciation and amortization		3,742			2,804
Deferred taxes		5,737			5,556
Provision for credit losses		6,263			3,918
Loss on disposal and impairment of property and equipment		—			5
Changes in operating assets and liabilities:
Accounts receivable		(115,883	)		(78,612	)
Other assets		(150	)		351
Accounts payable		56,257			69,317
Accrued expenses		(7,251	)		(4,759	)
Income taxes		(1,465	)		—
Other liabilities		623			873
Amounts due to Avis		(1,616	)		—
Net cash (used for) provided by operating activities		(33,814	)		12,936
Cash flows from investing activities
Purchases of property and equipment		(3,998	)		(2,655	)
Purchases of available-for-sale securities		(35	)		(33	)
Maturities of available-for-sale securities		305			14,623
Net cash (used for) provided by investing activities		(3,728	)		11,935
Cash flows from financing activities
Excess tax benefits from equity instrument share-based payment arrangements		843			162
Payments in lieu of issuing shares of common stock		(809	)		(682	)
Proceeds from stock option exercises		764			483
Net decrease in deposits		(6,898	)		(53,896	)
Net increase in borrowed federal funds		28,848			9,677
Net borrowings (repayments) on revolving line of credit		25,000			(1,000	)
Repayments on term loan		(11,000	)		(5,500	)
Purchase of shares of treasury stock		(14,158	)		—
Net cash provided by (used for) financing activities		22,590			(50,756	)
Net change in cash and cash equivalents		(14,952	)		(25,885	)
Cash and cash equivalents, beginning of period		35,060			44,994
Cash and cash equivalents, end of period	$	20,108		$	19,109
Supplemental cash flow information:
Interest paid	$	9,636		$	8,584
Income taxes (received) paid	$	(368	)	$	380
Significant non-cash transactions:
Capitalized software licensing agreement	$	2,840		$	—

See notes to condensed consolidated financial statements.

Page 5 of 27

WRIGHT EXPRESS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data)

(unaudited)

1. Nature of Business and Basis of Presentation

     Wright Express Corporation (“we,” “our,” “us,” the “Company” or “Wright Express”) is a leading provider of payment processing and information management services to the vehicle fleet industry. We utilize our wholly owned bank subsidiary, Wright Express Financial Services Corporation (“FSC”), a Utah-chartered industrial bank that is regulated, supervised and regularly examined by the Utah Department of Financial Institutions and the Federal Deposit Insurance Corporation (“FDIC”) to facilitate and manage transactions for vehicle fleets through our proprietary closed network of major oil companies, fuel retailers and vehicle maintenance providers.

     The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements and should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2006, filed with the SEC on February 28, 2007.

     In the opinion of our management, the accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and reflect all adjustments of a normal recurring nature considered necessary to present fairly results of the interim periods presented. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. All adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of financial position, results of operations and cash flows at the dates and for the periods presented have been included. The results of operations of any interim period are not necessarily indicative of the results of operations for the full year or any future interim period.

     On July 13, 2006, the FASB issued Interpretation No. (“FIN”) 48, Accounting for Uncertainty in Income Taxes — An Interpretation of FASB Statement No. 109. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 109, Accounting for Income Taxes, and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under FIN 48, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50 percent likelihood of being sustained. Additionally, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

     We adopted the provisions of FIN 48 on January 1, 2007. We did not recognize any material liability for unrecognized tax benefits in conjunction with our FIN 48 implementation. However, as we accrue for such liabilities when they arise, we will recognize interest and penalties associated with uncertain tax positions as part of our income tax provision.

Page 6 of 27

WRIGHT EXPRESS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

2. Goodwill and Other Intangible Assets

     Other intangible assets have been included in other assets on the condensed consolidated balance sheets. Intangible assets consisted of:

	March 31,		December 31,
	2007		2006
Unamortized Intangible Assets
Goodwill
Fleet	$	263,148	$	263,148
MasterCard		9,713		9,713
Total	$	272,861	$	272,861
Trademark
Fleet	$	2,339	$	2,339
MasterCard		82		82
Total	$	2,421	$	2,421

     At March 31, 2007 and December 31, 2006, Wright Express had no amortizable intangible assets.

3. Deposits and Borrowed Federal Funds

     The following table presents information about deposits:

	March 31,			December 31,
	2007			2006
Certificates of deposits with maturities within 1 year	$	316,491		$	294,313
Certificates of deposits with maturities greater than 1 year and less than 5 years		66,076			95,340
Non-interest bearing deposits		5,234			5,046
Total	$	387,801		$	394,699
Weighted average cost of funds on certificates of deposit		5.28	%		5.24	%

     The following table presents the average interest rates for deposits and borrowed federal funds:

	Three months ended March 31,
	2007			2006
Average interest rate:
Deposits		5.27	%		4.25	%
Borrowed federal funds		5.46	%		4.66	%

Page 7 of 27

WRIGHT EXPRESS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

     We had federal funds lines of credit of $115,000 at March 31, 2007, and $130,000 at December 31, 2006. The average rate on the outstanding lines of credit was 5.59 percent at March 31, 2007, and 5.41 percent at December 31, 2006.

4. Derivative Instruments

     We use derivative instruments as part of our overall strategy to manage our exposure to fluctuations in fuel prices and to reduce the impact of interest rate volatility. As a matter of policy, we do not use derivatives for trading or speculative purposes. All derivatives are recorded at fair value on the condensed consolidated balance sheets in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. Gains or losses related to fuel price derivative instruments are recognized currently in earnings, as they do not qualify for hedge accounting treatment. The instruments are presented on the condensed consolidated balance sheets as Derivative instruments, at fair value. Our interest rate derivatives are designated as cash flow hedges in accordance with SFAS No. 133 and, accordingly, the change in fair value associated with the effective portion of these derivative instruments that qualify for hedge accounting treatment under SFAS No. 133 is recorded as a component of other comprehensive income and the ineffective portion, if any, is reported currently in earnings. Amounts included in other comprehensive income are reclassified into earnings in the same period during which the hedged item affects earnings. These instruments are presented as either other assets or other liabilities on the condensed consolidated balance sheets.

  Fuel Price Derivatives

     We use derivative instruments to manage the impact of volatility in fuel prices. We enter into put and call option contracts (“Options”) based on the wholesale price of unleaded gasoline and retail price of diesel fuel, which expire on a monthly basis through March 2009. The Options are intended to lock in a range of prices during any given quarter on a portion of our forecasted earnings subject to fuel price variations. Our fuel price risk management program is designed to purchase derivative instruments to manage our fuel price-related earnings exposure. We plan to continue locking in a significant portion of our fuel price related earnings exposure every quarter on a rolling basis.

     The following table summarizes the changes in fair value of the Options which have been recorded in net realized and unrealized losses on derivative instruments on the condensed consolidated statements of income and comprehensive income.

	Three months ended
	March 31,
	2007			2006
Realized losses	$	(99	)	$	(6,052	)
Unrealized losses		(10,591	)		(1,426	)
Net realized and unrealized losses on derivative instruments	$	(10,690	)	$	(7,478	)

     Management intends to hold the Options until their scheduled expirations.

Page 8 of 27

WRIGHT EXPRESS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

  Interest Rate Swaps

     In April 2005, the Company entered into interest rate swap arrangements (the “Swaps”) with two counterparties. The Swaps were designed as cash flow hedges intended to reduce a portion of the variability of the future interest payments on the Company’s variable rate debt instruments. The fair value of the Swaps is recorded as other assets. The following table presents information about the Swaps:

Weighted average fixed base rate		3.85	%
Aggregate notional amount of the Swaps:
For the period October 24, 2005 through April 23, 2006	$	120,000
For the period April 24, 2006 through October 22, 2006	$	100,000
For the period October 23, 2006 through April 23, 2007	$	80,000

     The following table summarizes the changes in the fair value of the Swaps.

	Three months ended
	March 31,
	2007			2006
Realized gains (a)	$	297		$	202
Unrealized (losses) gains, net of tax impact of $(120) in 2007 and $86 in 2006 (b)	$	(173	)	$	68

(a)	Realized gains on the Swaps have been recorded in financing interest expense on the condensed consolidated statements of income and comprehensive income.
(b)	Unrealized gains and losses on the Swaps, net of the tax impact, have been recorded in accumulated other comprehensive income on the condensed consolidated balance sheets. No ineffectiveness was reclassified into earnings during the periods shown in the table.

5. Earnings per Share

     Diluted earnings per common share are calculated using weighted-average shares outstanding, less weighted-average shares reacquired during the period, adjusted for the dilutive effect of shares issuable upon the assumed conversion of our convertible, redeemable preferred stock and common stock equivalents, which consist of outstanding stock options and unvested restricted stock units. The interest expense on convertible, redeemable preferred stock is added back to net income when the related common stock equivalents are included in computing diluted earnings per common share.

Page 9 of 27

WRIGHT EXPRESS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

     Income available for common stockholders used to calculate earnings per share is as follows:

	Three months ended
	March 31,
	2007		2006
Income available for common stockholders — Basic	$	8,337	$	11,350
Convertible, redeemable preferred stock (a)		—		—
Income available for common stockholders — Diluted	$	8,337	$	11,350

^(a) Amounts were anti-dilutive for both periods.

     Weighted average common shares outstanding used to calculate earnings per share is as follows:

	Three months ended
	March 31,
	2007		2006
Weighted average common shares outstanding — Basic		40,347		40,245
Unvested restricted stock units		572		533
Stock options		150		205
Convertible, redeemable preferred stock (a)		—		—
Weighted average common shares outstanding — Diluted		41,069		40,983
The following were not included in Weighted average common shares outstanding — Diluted because they are anti-dilutive:
Unvested restricted stock units		—		—
Stock options		—		—
Convertible, redeemable preferred stock		444		444
Total		444		444

^(a) Amounts were anti-dilutive for both periods.

6. Commitments and Contingencies

  Litigation

     We are not involved in any material legal proceedings. 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.

7. Segment Information

     Operating segments are defined by SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision maker is our Chief Executive Officer. The operating

Page 10 of 27

WRIGHT EXPRESS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(in thousands, except per share data)

(unaudited)

segments are reviewed separately because each operating segment represents a strategic business unit that generally offers different products and serves different markets.

     Our chief decision maker evaluates the operating results of our reportable segments based upon revenues and “adjusted net income,” which is defined by the Company as net income adjusted for fair value changes of derivative instruments.

     We operate in two reportable segments, fleet and MasterCard. The fleet operating segment provides customers with payment and transaction processing services specifically designed for the needs of vehicle fleet customers. This segment also provides information management services to these fleet customers. The fleet operating segment derives its revenue primarily from three marketing channels — direct, co-branded and private label. The MasterCard operating segment provides customers with a payment processing solution for their corporate purchasing and transaction monitoring needs. Revenue in this segment is derived from two product lines — corporate charge cards and rotating accounts. The different MasterCard products are used by businesses to facilitate purchases of products and utilize the Company’s information management capabilities.

     The accounting policies of the operating segments are generally the same as those described in the summary of significant accounting policies in Note 1, “Summary of Significant Accounting Policies,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

     Financing interest expense and net realized and unrealized losses on derivative instruments are not allocated to the MasterCard segment in the computation of segment results for internal evaluation purposes. Total assets are also not allocated to the segments.

     The following table presents our operating segment results for the three months ended March 31, 2007 and 2006:

			Operating		Depreciation
			Interest		and		Provision for		Adjusted Net
	Total Revenues		Expense		Amortization		Income Taxes		Income
Three months ended March 31, 2007
Fleet	$	66,889	$	6,322	$	3,144	$	8,573	$	14,263
MasterCard		4,933		599		158		304		534
Total	$	71,822	$	6,921	$	3,302	$	8,877	$	14,797
Three months ended March 31, 2006
Fleet	$	61,087	$	4,329	$	2,477	$	6,658	$	11,902
MasterCard		3,551		278		37		203		364
Total	$	64,638	$	4,607	$	2,514	$	6,861	$	12,266

Page 11 of 27

WRIGHT EXPRESS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (concluded)

(in thousands, except per share data)

(unaudited)

     The following table reconciles adjusted net income to net income:

	Three months ended
	March 31,
	2007			2006
Adjusted net income	$	14,797		$	12,266
Unrealized losses on derivative instruments		(10,591	)		(1,426	)
Tax impact of unrealized losses		4,131			510
Net income	$	8,337		$	11,350

Page 12 of 27

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, 2006, the notes accompanying those financial statements as contained in our Annual Report on Form 10-K filed with the SEC on February 28, 2007 and in conjunction with the unaudited condensed consolidated financial statements and notes in Item 1 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 operating 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 services to these fleet customers.

• MasterCard — The MasterCard operating 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

• Total payment processing fuel transactions for the first quarter increased 16.3 percent from the same period last year to 50.6 million. The increase was primarily driven by the conversion of ExxonMobil from a transaction processing program to a payment processing program in December 2006. Without the impact of the conversion, payment processing fuel transactions increased 5.4 percent from the same period last year to 45.8 million.

• The fuel price per gallon for payment processing transactions during the first quarter of 2007 was $2.43. This was consistent with the same period a year ago. The collar on our fuel derivatives had a floor of $2.29 and a ceiling of $2.36 for the first quarter of this year compared to a floor of $1.88 and a ceiling of $1.95 for the first quarter of 2006. As a result of the higher floor and ceiling on the derivative instruments, the realized losses were $0.1 million in the first quarter of 2007 compared to the realized losses of $6.1 million in 2006.

• Credit losses in the fleet operating segment were $5.8 million for the first quarter of 2007 versus $3.6 million for the first quarter of 2006. The conversion of ExxonMobil to a payment processing program contributed $1.2 million to credit loss expense. The additional credit loss expense is linked to higher net accounts receivable as a result of this conversion. The remaining increase was driven by higher charge-offs in our other fleet portfolios. The higher charge-offs correlate to historically high fuel prices in June, July and August of 2006.

• Total MasterCard purchase volume grew to $116 million for the quarter ended March 31, 2007, an increase of 43 percent over last year. Growth was primarily driven by spend on the rotating purchase card product which helps companies manage spending.

• Our average interest rate for operating debt, which includes deposits and federal funds, increased from 4.3 percent in the first quarter of 2006 to 5.3 percent in 2007.

• Our effective tax rate was 36.3 percent for the first quarter of 2007 and 35.9 percent for the same period last year. Quarterly and yearly fluctuations in the effective tax rate are primarily due to the impact of realized and unrealized gains and losses on our fuel price derivatives on the allocation of our taxable income between states.

Page 13 of 27

• On February 7, 2007, the Board of Directors approved a share repurchase program authorizing the purchase of up to $75 million of our common stock over the next 24 months. The program will be funded primarily through the Company’s future cash flows. Share repurchases will be made on the open market and may be commenced or suspended at any time. Management, based on its evaluation of market and economic conditions and other factors, will determine the timing and number of shares repurchased. During the quarter, we repurchased approximately 0.5 million shares at an average price of $28.97.

Results of Operations

Fleet

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

(in millions, except per transaction and per gallon data)

	Three months
	ended March 31,				Increase (decrease)
	2007		2006		Amount			Percent
Revenues
Payment processing revenue	$	49.6	$	43.6	$	6.0			14	%
Transaction processing revenue		3.5		4.2		(0.7	)		(17	)%
Account servicing revenue		6.2		5.9		0.3			5	%
Finance fees		5.5		5.2		0.3			6	%
Other		2.1		2.1		—			—	%
Total revenues		66.9		61.0		5.9			10	%
Total operating expenses		40.9		32.7		8.2			25	%
Operating income		26.0		28.3		(2.3	)		(8	)%
Financing interest expense		3.1		3.7		(0.6	)		(16	)%
Realized and unrealized loss on derivatives		10.7		7.5		3.2			43	%
Income before taxes		12.2		17.1		(4.9	)		(29	)%
Provision for income taxes		4.4		6.1		(1.7	)		(28	)%
Net income	$	7.8	$	11.0	$	(3.2	)		(29	)%
Key operating statistics
Payment processing revenue:
Payment processing transactions		50.6		43.5		7.1			16	%
Average expenditure per payment processing transaction	$	49.32	$	48.63	$	0.69			1	%
Average price per gallon of fuel	$	2.43	$	2.41	$	0.02			1	%
Transaction processing revenue:
Transaction processing transactions		9.4		14.6		(5.2	)		(36	)%
Account servicing revenue:
Average number of vehicles serviced		4.3		4.3		—			—	%

     Payment processing revenue increased $6.0 million for the first quarter of 2007 compared to 2006. This increase is primarily due to a 16 percent increase in the number of payment processing transactions, of which 11 percent is due to the December 2006 conversion of the ExxonMobil portfolio to a payment processing program. The remaining increase in transactions is a result of additional transaction growth within our existing customers coupled with smaller portfolio conversions from transaction processing programs to payment processing programs in 2006.

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     Transaction processing revenue decreased $0.7 million for the first quarter of 2007 compared to the first quarter of 2006. The decrease in revenue is primarily due to a decrease in transaction processing transactions. These transactions decreased primarily due to the conversion of the ExxonMobil portfolio from a transaction processing program to a payment processing program.

     Operating expenses increased from the first quarter of 2006 to the first quarter of 2007 as follows:

• Credit losses were $5.8 million in the first quarter of 2007 compared to $3.6 million for the same period last year. 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 23.3 basis points of Fuel Expenditures for the first quarter compared to 16.1 basis points of Fuel Expenditures for the same period last year. The change in our credit loss expense is related to the conversion of the ExxonMobil portfolio to a payment processing program and an increase in charge-offs. The ExxonMobil portfolio consists primarily of small fleets, which experienced higher loss rates than our other portfolios during the first quarter of 2007. The increase in charge-offs reflects uncollected amounts related to higher accounts receivable balances. These balances were the result of a high average price per gallon of fuel during the months of June, July and August of 2006.

• Operating interest expense increased $2.0 million compared to the first quarter of 2006, as we borrowed additional operating debt to finance increased receivables arising from our payment processing transactions. The increase in our interest expense results from an increase in weighted average interest rates to 5.3 percent in the first quarter of 2007 from 4.3 percent in same period last year. Our average operating debt balance for the first quarter of this year totaled $442.3 million as compared to our average operating debt balance of $333.8 million for the first quarter of 2006. The average operating debt balance increased to fund the $86.8 million purchase of the ExxonMobil portfolio in late December of 2006 and an increase in the number of transactions processed in the first quarter of 2007 over the first quarter of 2006. Changes in interest rates may create volatility in our operating interest expense.

• Salary and other personnel expenses increased $1.6 million for the first quarter of 2007 compared to the same period last year. Throughout 2006 and during the first quarter of 2007, we added costs primarily in the sales and information technology areas to support growth in our existing business and facilitate new product offerings. Headcount additions included 19 new sales professionals, of which nine are dedicated to the ExxonMobil program.

• Depreciation and amortization expenses increased $0.7 million for the first quarter of 2007 as compared to the first quarter of 2006. This increase is due to the addition of capital assets as we enhance our product features and functionality.

     Financing interest expense is related primarily to the corporate credit facility that we entered into in February 2005 and secondarily to the preferred stock that we issued as part of our initial public offering. Interest expense for the first quarter of 2007 decreased $0.6 million over the same period last year. The primary reason for this decline is the average debt balance decreasing to $161.3 million for the first quarter of 2007 compared to $218.0 million for the first quarter of 2006. The outstanding balance on our corporate credit facility at March 31, 2007, was $45 million.

     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. Our derivative instruments do not qualify for hedge accounting under Statement of Financial Accounting Standards (“SFAS”) No. 133, Accounting for Derivative Instruments and Hedging Activities. Accordingly, gains and losses on our fuel price-sensitive derivative instruments affect our net income. We recognized unrealized losses of $10.6 million in first quarter of 2007 compared to unrealized losses of $1.4 million in 2006. We recognized realized losses of $0.1 million in the first quarter of 2007 compared to $6.1 million for the same period last year. The collar on our fuel derivatives had a floor of $2.29 and a ceiling of $2.36 for the first quarter of this year compared to a floor of $1.88 and a ceiling of   $1.95 for the first quarter of 2006. The average fuel price for the first quarter of 2007 was $2.43 as compared to $2.41 for the first quarter of 2006.

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MasterCard

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

(in millions)

	Three months
	ended March 31,				Increase (decrease)
	2007		2006		Amount		Percent
Revenues
Payment processing revenue	$	4.6	$	3.4	$	1.2		35	%
Other		0.3		0.2		0.1		50	%
Total revenue		4.9		3.6		1.3		36	%
Total operating expenses		4.1		3.0		1.1		37	%
Income before taxes		0.8		0.6		0.2		33	%
Provision for income taxes		0.3		0.2		0.1		50	%
Net income	$	0.5	$	0.4	$	0.1		25	%
Key operating statistics
Payment processing revenue:
MasterCard purchase volume	$	385.2	$	269.4	$	115.8		43	%

     Payment processing revenue and the related operating expenses increased due to higher MasterCard purchase volume, primarily driven by new business in our rotating card and purchasing card programs.

Liquidity, Capital Resources and Cash Flows

     The following table summarizes our financial position at March 31, 2007 compared to December 31, 2006:

(in millions)

	March 31,		December 31,		Change
	2007		2006		Amount			Percent
Assets
Cash and cash equivalents	$	20.1	$	35.1	$	(15.0	)		(43	)%
Accounts receivable, net		911.8		802.2		109.6			14	%
Deferred income taxes, net		371.7		377.3		(5.6	)		(1	)%
All other assets		340.2		336.4		3.8			1	%
Total assets	$	1,643.8	$	1,551.0	$	92.8			6	%
Liabilities and stockholders’ equity
Accounts payable, deposits and borrowed federal funds	$	835.4	$	757.2	$	78.2			10	%
Borrowings under credit agreement, net		164.1		149.8		14.3			10	%
Amounts due to Avis under tax receivable agreement		416.7		418.4		(1.7	)		—	%
All other liabilities		48.7		42.5		6.2			15	%
Total liabilities		1,464.9		1,367.9		97.0			7	%
Stockholders’ equity		178.9		183.1		(4.2	)		(2	)%
Total liabilities and stockholders’ equity	$	1,643.8	$	1,551.0	$	92.8			6	%

     Our results for the first quarter of 2007 used approximately $15 million of cash. This decrease consisted of $34 million used for operations and $4 million used for investing offset by $23 million provided by financing

Page 16 of 27

activities. In comparison, we used approximately $26 million of cash during the first quarter of 2006. This change in cash included cash from operations of $13 million and cash from investing activities of $12 million offset by financing activities using cash of $51 million.

     Significant cash flow differences between the first quarter of 2007 as compared to the first quarter of 2006 include:

• Operating cash of $116 million used to fund receivable balances for 2007 compared to $79 million of the same period a year ago — an additional usage of $37 million. Net accounts receivable have increased primarily as a result of the conversion of the ExxonMobil portfolio to a payment processing program.

• Investing cash included maturities of available-for-sale securities of $15 million during the first quarter of 2006. Maturities during the first quarter of 2007 were less than $0.5 million.

• Deposits and borrowed federal funds provided $22 million in 2007 compared to a use of $44 million during the same period a year ago — a change in cash of $66 million. During the first quarter of 2007, cash provided by deposits, federal funds and accounts payable were used to fund our accounts receivable.

• The revolving line of credit and term loan provided $14 million of cash in 2007 and used cash of $7 million in 2006.

• We used $14 million as part of the new share repurchase program during the first quarter of 2007.

     For the three months ended March 31, 2007, we used approximately $4 million for capital expenditures. Our capital expenditures are primarily to enhance product features and functionality and to acquire information systems and equipment. Capital expenditures were consistent with the same period a year ago. In addition, we entered into an agreement for approximately $3 million for a software license which we capitalized. This license was financed over 3 years.

     We utilize certificates of deposit to finance the accounts receivable of our bank subsidiary, FSC. FSC issues certificates of deposit in denominations of $100,000 in various maturities ranging between three months and three years and with effective annual fixed rates ranging from 4.45% to 5.45%. As of March 31, 2007, we had approximately $383 million of certificates of deposit outstanding. Certificate of deposit borrowings are subject to regulatory capital requirements. We also utilize federal funds lines of credit to supplement the financing of the accounts receivable of our bank subsidiary.

     In addition, we have a revolving line-of-credit facility agreement (“Revolver”) that provides a total available line-of-credit of $130 million. At March 31, 2007 we had outstanding borrowings on the Revolver of $45 million. We anticipate refinancing our current credit facility during 2007.

     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 that limit the Company’s ability to pay dividends, sell or transfer all or substantially all of our property or assets, incur more indebtedness or make guarantees, grant or incur liens on our assets, make investments, loans, advances or acquisitions, engage in mergers, consolidations, liquidations or dissolutions, enter into sales or leasebacks and change our accounting policies or reporting practices. FSC is not subject to certain of these restrictions. The Company was in compliance with all material covenants and restrictions at March 31, 2007.

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

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   Purchase of Treasury Shares

     The following table presents stock repurchase program activity from February 12, 2007, through March 30, 2007:

(in thousands)	Three months ended
	March 31, 2007
	Shares		Cost
Treasury stock purchased		488.7	$	14,158

Application of Critical Accounting Policies and Estimates

     Many accounting estimates and assumptions involved in the application of accounting principles generally accepted in the United States of America have a material impact on reported financial condition and operating performance and on the comparability of such reported information over different reporting periods. We base our estimates and judgments on historical experience and on various other factors that we believe are reasonable under the circumstances. Actual results may differ from these estimates. On an ongoing basis, we evaluate our estimates and judgments that we believe are most important to the portrayal of our financial condition and results of operations. We regard an accounting estimate or assumption underlying our financial statements to be most important to the portrayal of our financial condition and results of operations and therefore a “critical accounting estimate” where:

• The nature of the estimate or assumption is material due to the level of subjectivity and judgment necessary to account for a highly uncertain matter or the susceptibility of such matter to change; and

• The impact of the estimate and assumption on our financial condition or operating performance is material.

   Reserve for Credit Losses

     Our reserve for credit losses is an estimate of the amounts currently recorded in gross accounts receivable that will ultimately not be collected. The reserve reduces our accounts receivable balances as reported in our financial statements to their net realizable value. Management estimates these reserves based on assumptions and other considerations, including a review of accounts receivable balances which become past due, past loss experience, customer payment patterns, current economic conditions, known fraud activity in the portfolio and industry averages.

     Management utilizes a model to calculate the level of the reserve for credit losses which includes such factors as:

• a six-month rolling average of actual charge-off experience;

• amounts currently due;

• the age of the balances;

• estimated bankruptcy rates; and,

• the absolute dollar value of the accounts receivable portfolio.

     In addition to the model, management uses their judgment to ensure that the reserve for credit losses that is established is reasonable and appropriate.

     Management believes that the assumptions and other considerations it uses to estimate the reserve for credit losses are appropriate. Management has been materially accurate in past assumptions. However, if actual experience differs from the assumptions and other considerations used in estimating the reserves, the resulting change could have a material adverse effect on our consolidated results of operations, and in certain situations could have a material adverse effect on our financial condition.

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   Income Taxes

     In calculating our effective tax rate, we apportion income among the various state taxing jurisdictions based upon where we do business. On an ongoing basis, we evaluate the judgments and estimates underlying our calculation of the effective tax rates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the effective tax rate. Changes in the location of taxable income or loss can result in significant changes in the effective tax rate. Materially different results in the amount and timing of our actual results for any period could occur if our management made different judgments or utilized different estimates.

     We make judgments regarding the realizability of our deferred tax assets. In accordance with SFAS No. 109, Accounting for Income Taxes, the carrying value of net deferred tax assets is based on the belief that it is more likely than not that we will generate sufficient future taxable income in certain jurisdictions to realize these deferred tax assets after consideration of all available positive and negative evidence. Future realization of the tax benefit of existing deductible temporary differences or carry forwards ultimately depends on the existence of sufficient taxable income of the appropriate character within the carry back and carry forward period available under the tax law. Future reversals of existing taxable temporary differences, projections of future taxable income excluding reversing temporary differences and carry forwards, taxable income in prior carry back years, and prudent and feasible tax planning strategies that would, if necessary, be implemented to preserve the deferred tax asset, may be considered to identify possible sources of taxable income. At March 31, 2007, we had net deferred tax assets of approximately $371.6 million of which the significant components relate to goodwill deductible for income tax purposes and state net operating losses in tax jurisdictions which require non-consolidated tax returns. Management has determined that the likelihood of realization of the deferred tax asset has met the “more likely than not” criteria established by SFAS No. 109. Thus, no valuation allowances have been established. If future taxable income differs from management’s estimate, allowances may be required and may impact our future net income.

     On July 13, 2006, the FASB issued Interpretation No. (“FIN”) 48, Accounting for Uncertainty in Income Taxes — An Interpretation of FASB Statement No. 109. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance with SFAS No. 109 and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under FIN 48, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50 percent likelihood of being sustained. Additionally, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

     We adopted the provisions of FIN 48 on January 1, 2007. We did not recognize any material liability for unrecognized tax benefits in conjunction with our FIN 48 implementation. However, as we accrue for such liabilities when they arise, we will recognize interest and penalties associated with uncertain tax positions as part of our income tax provision.

Page 19 of 27

Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995

     The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain statements that are forward-looking and are not statements of historical facts. 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. These 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 the performance by us to be materially different from future results or performance expressed or implied by such 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:

• Our revenues are largely dependent on fuel prices, which are prone to significant volatility.

• Our derivative instruments may expose us to the risk of financial loss if we determine it necessary to unwind our position prior to the expiration of the contract.

• Our failure to respond to competitive pressures with reduced fees or increased levels of capabilities and services.

• Major oil companies who have not traditionally provided universally accepted transaction processing may issue competing products and information management services specifically tailored to their fleet customers.

• Our failure to maintain or renew key agreements could adversely affect the number of fleet customer relationships we maintain or the number of locations that accept our payment processing services. In this regard, our top five strategic relationships are two of the largest North American oil companies and three of the largest domestic fleet management companies.

• A decrease in demand for fuel as a result of a general downturn in the economic conditions in the United States or an increase in popularity of automobiles powered by alternative fuel sources, such as “hybrid” vehicle technology.

• Our failure to expand our technological capabilities and service offerings as rapidly as our competitors.

• Our failure to adequately assess and monitor credit risks of our customers could result in a significant increase in our bad debt expense.

• The actions of regulatory bodies, including bank regulators.

• Acts of terrorism, war, or civil disturbance.

• A decline in general economic conditions.

• Our ability to achieve earnings forecasts, which are generated based on projected volumes. There can be no assurance that we will achieve the projected level of fuel and service transactions.

• The uncertainties of litigation, as well as other risks and uncertainties detailed from time to time in our Company’s Securities and Exchange Commission filings, including the risk factors included in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2006, and updated risk factors in Part II, Item 1A in this Quarterly Report on Form 10-Q.

     The forward-looking statements speak only as of the date of this quarterly report and undue reliance should not be placed on these statements.

Changes in Accounting Policies and Recently Issued Accounting Pronouncements

     During the three months ended March 31, 2007, there were no changes to accounting policies that had or are expected to have a material effect on our financial position or results of operations. There have been no recently issued accounting pronouncements that have not already been discussed in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2007.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

     The following Quantitative and Qualitative Disclosures about Market Risk should be read in conjunction with our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2007.

Commodity Price Risk

     The following table reflects the estimated quarterly effect of changes in the price of gas, without the effect of our fuel price derivative instruments:

(in thousands, except per gallon data)
Change in price per gallon	$	(0.30	)	$	(0.20	)	$	(0.10	)	$	0.10	$	0.20	$	0.30
Effect on:
Revenue	$	(6,291	)	$	(4,194	)	$	(2,097	)	$	2,097	$	4,194	$	6,291
Expenses		(1,258	)		(839	)		(419	)		419		839		1,258
Operating income	$	(5,033	)	$	(3,355	)	$	(1,678	)	$	1,678	$	3,355	$	5,033

     We use derivative instruments to manage the impact of volatility in fuel prices to our cash flows. The table above does not reflect the impact of these derivatives on our pre-tax income, as management cannot predict the changes in market value of these instruments. These market value changes are unrealized and have no cash impact but must be reported as unrealized gains and losses in our operating results.

     We enter into put and call option contracts (“Options”) based on the wholesale price of unleaded gasoline and retail price of diesel fuel. These contracts expire on a monthly basis according to the schedule below. The Options are intended to lock in a range of prices during any given quarter on a portion of our forecasted earnings subject to fuel price variations. Our fuel price risk management program is designed to purchase derivative instruments to manage the Company’s fuel price-related earnings exposure. We plan to continue locking in about 90 percent of our earnings exposure every quarter, on a rolling basis. The following table presents information about the Options as of March 31, 2007:

			Weighted Average Price (b)
	Percentage (a)		Floor		Ceiling
For the period April 1, 2007 through June 30, 2007		90%	$	2.29	$	2.36
For the period July 1, 2007 through September 30, 2007		90%	$	2.32	$	2.39
For the period October 1, 2007 through December 31, 2007		90%	$	2.41	$	2.48
For the period January 1, 2008 through March 31, 2008		90%	$	2.53	$	2.60
For the period April 1, 2008 through June 30, 2008		90%	$	2.59	$	2.65
For the period July 1, 2008 through September 30, 2008		90%	$	2.53	$	2.59
For the period October 1, 2008 through December 31, 2008		60%	$	2.48	$	2.53
For the period January 1, 2009 through March 31, 2009		30%	$	2.48	$	2.54

(a)	Represents the percentage of the Company’s forecasted earnings subject to fuel price variations to which the Options pertain.
(b)	Weighted average price is the Company’s estimate of the retail price equivalent of the underlying strike price of the Options.

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     The Options limit the impact fuel price fluctuations have on our cash flows. The Options that we have entered into:

• Create a floor price that results in cash receipts to us when the price goes below the floor price.

• Create a ceiling price that results in cash payments by us when the price goes above the ceiling price.

• Result in no cash settlement when prices are between the floor and ceiling prices.

     Our fuel price derivatives for gasoline are based on a wholesale index; our fuel price derivatives for diesel fuel are based on a retail index. We earn our payment processing revenues based on retail fuel prices. Differences between the indices and the actual retail prices may create a mismatch, which may result in an increase or decrease to our realized gains and losses.

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 our 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, is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, 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 officers and principal financial officers of Wright Express Corporation concluded that the company’s disclosure controls and procedures were effective at the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting

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

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PART II: OTHER INFORMATION

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 first quarter of 2007.

Item 1A. Risk Factors.

     Except as provided below, there has not been a material change to the risk factors disclosed in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006. The following risk factors have been updated to reflect a change in Utah law allowing control of up to 10 percent of the common stock of the Company instead of the 5 percent threshold as previously reported.

Risks Relating to Our Common Stock

   If any entity controls 10 percent or more of our common stock and such entity has caused a violation of applicable banking laws by its failure to obtain any required approvals prior to acquiring that common stock, we have the power to restrict such entity’s ability to vote shares held by it.

     As owners of a Utah industrial bank, we are subject to banking regulations that require any entity that controls 10 percent or more of our common stock to obtain the prior approval of the Utah banking authorities and the federal banking regulators. A failure to comply with these requirements could result in sanctions, including the loss of our Utah industrial bank charter. Our certificate of incorporation requires that if any stockholder fails to provide us with satisfactory evidence that any required approvals have been obtained, we may, or will if required by state or federal regulators, restrict such stockholder’s ability to vote such shares with respect to any matter subject to a vote of our stockholders.

   Provisions in our charter documents, Delaware law and applicable banking law may delay or prevent our acquisition by a third party.

     Our certificate of incorporation, by-laws and our rights plan contain several provisions that may make it more difficult for a third party to acquire control of us without the approval of our board of directors. These provisions include, among other things, a classified board of directors, the elimination of stockholder action by written consent, advance notice for raising business or making nominations at meetings of stockholders, and “blank check” preferred stock. Blank check preferred stock enables our board of directors, without stockholder approval, to designate and issue additional series of preferred stock with such special dividend, liquidation, conversion, voting or other rights, including the right to issue convertible securities with no limitations on conversion, and rights to dividends and proceeds in a liquidation that are senior to the common stock, as our board of directors may determine. These provisions may make it more difficult or expensive for a third party to acquire a majority of our outstanding voting common stock. We also are subject to certain provisions of Delaware law, which could delay, deter or prevent us from entering into an acquisition, including Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in a business combination with an interested stockholder unless specific conditions are met. These provisions also may delay, prevent or deter a merger, acquisition, tender offer, proxy contest or other transaction that might otherwise result in our stockholders receiving a premium over the market price for their common stock.

     In addition, because we own a Utah industrial bank, any purchaser of our common stock who would own 10 percent or more of our common stock after such purchase would be required to obtain the prior consent of Utah banking authorities and the federal banking authorities prior to consummating any such acquisition. These regulatory requirements may preclude or delay the purchase of a relatively large ownership stake by certain potential investors.

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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 March 31, 2007:

							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 (1)		Programs (1)
January 1 — January 31, 2007		—		—		—	$	75,000,000
February 1 — February 28, 2007		265,100	$	28.80		265,100	$	67,366,120
March 1 — March 31, 2007		223,645	$	29.17		223,645	$	60,841,798
Total		488,745	$	28.97		488,745

⁽¹⁾ 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. 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.

Item 3. Defaults upon Senior Securities.

     None.

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

     None.

Item 5. Other Information.

     None.

Page 24 of 27

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 of Wright Express Corporation (incorporated by reference to Exhibit No. 3.1 to our current report on Form 8-K filed with the SEC on March 9, 2006, File No. 001-32426).
	10.1	Form of confirmation evidencing purchases and sales of Nymex Unleaded Regular Gasoline put options and call options by Wright Express Corporation from J. Aron & Company (incorporated by reference to Exhibit No. 10.18 to our quarterly report on Form 10-Q filed with the SEC on October 27, 2005, File No. 001-32426).
	10.2	Form of confirmation evidencing purchases and sales of Diesel put options and call options by Wright Express Corporation from J. Aron & Company (incorporated by reference to Exhibit No. 10.19 to our quarterly report on Form 10-Q filed with the SEC on October 27, 2005, File No. 001-32426).
*	10.3	Wright Express Corporation Amended and Restated Short Term Incentive Program.**
*	10.4	Wright Express Corporation Long Term Incentive Program.**
	10.5	Second Amendment to the Credit Agreement by and among Wright Express Corporation, as Borrower, and the Lenders named therein and JPMorgan Chase Bank, as Administrative Agent (incorporated by reference to Exhibit No. 10.3 to our current report on Form 8-K filed with the SEC on March 12, 2007, 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.

*	Filed herewith
**	Portions of Exhibits 10.3 and 10.4 have been omitted pursuant to a request for confidential treatment

Page 25 of 27

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
Date: May 2, 2007	By:	/s/ Melissa D. Smith
		Melissa D. Smith
		Senior Vice President and Chief Financial Officer (Principal Financial Officer)

Page 26 of 27

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 of Wright Express Corporation (incorporated by reference to Exhibit No. 3.1 to our current report on Form 8-K filed with the SEC on March 9, 2006, File No. 001-32426).
	10.1	Form of confirmation evidencing purchases and sales of Nymex Unleaded Regular Gasoline put options and call options by Wright Express Corporation from J. Aron & Company (incorporated by reference to Exhibit No. 10.18 to our quarterly report on Form 10-Q filed with the SEC on October 27, 2005, File No. 001-32426).
	10.2	Form of confirmation evidencing purchases and sales of Diesel put options and call options by Wright Express Corporation from J. Aron & Company (incorporated by reference to Exhibit No. 10.19 to our quarterly report on Form 10-Q filed with the SEC on October 27, 2005, File No. 001-32426).
*	10.3	Wright Express Corporation Amended and Restated Short Term Incentive Program.**
*	10.4	Wright Express Corporation Long Term Incentive Program.**
	10.5	Second Amendment to the Credit Agreement by and among Wright Express Corporation, as Borrower, and the Lenders named therein and JPMorgan Chase Bank, as Administrative Agent (incorporated by reference to Exhibit No. 10.3 to our current report on Form 8-K filed with the SEC on March 12, 2007, 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.

*	Filed herewith
**	Portions of Exhibits 10.3 and 10.4 have been omitted pursuant to a request for confidential treatment

Page 27 of 27

EX-10.3

                                                                    EXHIBIT 10.3

 [NOTE: CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES
              AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.]

                              AMENDED AND RESTATED

                           WRIGHT EXPRESS CORPORATION
                          SHORT-TERM INCENTIVE PROGRAM

ARTICLE 1- PURPOSE OF PROGRAM

Wright Express Corporation has adopted this Short-Term Incentive Program
("STIP") to attract and retain high-performing employees; to provide incentives
for eligible employees to achieve specified company, department and/or
individual performance goals; and to reward such employees for the achievement
of specified goals on an annual basis. The Short-Term Incentive Program is
intended to qualify as performance-based compensation under Section 162(m) of
the Internal Revenue Code.

ARTICLE 2- DEFINITIONS

Wherever used in this document, the following terms have the meanings set forth
below.

2.1 APPENDIX means an Appendix to this Program document containing targets,
payment metrics, and other terms of the Program (or modifications thereof)
applicable to a specific Plan Year. The Appendices shall be considered part of
the Program document.

2.2 COMPANY means Wright Express Corporation.

2.3 ELIGIBLE EARNINGS means total gross pay for the applicable Plan Year (or the
portion thereof during which the Participant is actively employed and eligible
to participate in the STIP), including, salary or wages classified by the
Company as regular; paid time off (PTO), whether planned or unplanned; holiday;
bereavement; jury duty; retroactive pay; overtime pay; shift differential;
language differential; and excluding, salary or wages classified by the Company
as disability pay, commission/incentive pay, and bonuses.

2.4 EFFECTIVE DATE means January 1, 2007.

2.5 MBO means management by objectives.

2.6 PARTICIPANT means an eligible employee who participates in the Program for a
Plan Year in accordance with Article 3.

2.7 PLAN YEAR means the fiscal year of the Company; as of the Effective Date,
the Plan Year is the calendar year.

2.8 PROGRAM means this Wright Express Corporation Short-Term Incentive Program,
as amended from time to time, including the provisions of any Appendix, which
are


                                                                     Page 1 of 9



                                                                    EXHIBIT 10.3

 [NOTE: CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES
              AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.]

incorporated herein.

ARTICLE 3- PARTICIPATION

3.1 ELIGIBLE EMPLOYEES

Each full-time regular or part-time regular employee of the Company who meets
the following requirements shall be a Participant for a Plan Year:

          (a) The employee is not eligible for any other commission or incentive
     variable pay plan of the Company.

          (b) The employee commences employment on or before November 1 of the
     applicable year; and

          (c) Except as provided in Section 3.2, the employee is actively
     employed on the bonus payment date for the applicable year.

3.2 SPECIAL RULES

          (a) A Participant who dies or becomes totally disabled during a Plan
     Year (as determined under the Company's Long-Term Disability program) may
     receive a pro-rated bonus for the applicable year based on his or her
     Eligible Earnings during the period of the Participant's active employment.
     Any bonus payable to a deceased Participant shall be paid to his or her
     personal representative.

          (b) A Participant who is not actively employed on the bonus payment
     date for a Plan Year due to an approved leave of absence may receive a
     pro-rated bonus for the applicable year based on his or her Eligible
     Earnings during the period of the Participant's active employment.

          (c) A Participant who shall be the subject of a Performance
     Improvement Plan at the time payments are made under Section 5.1 of the
     Program with respect to any Plan Year shall not be eligible to receive a
     payment under the Program for such Plan Year until he or she has
     successfully met the requirements of the Performance Improvement Plan.

ARTICLE 4- ANNUAL INCENTIVES

The Corporate and Executive Officer MBOs for each Plan Year shall be approved by
the Compensation Committee of the Company's Board of Directors, or its delegate.

An Individual Effectiveness Factor ("IEF") shall be assigned to an employee
classified as an "associate" based on criteria established by the Company. The
IEF for each associate shall be initially established at 1.00. An associate's
IEF for a Plan Year may be adjusted


                                                                     Page 2 of 9



                                                                    EXHIBIT 10.3

 [NOTE: CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES
              AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.]

down, but not below 0.80, or up, but not above 1.20, by action of his or her
supervisor with the approval of his or her division Senior Vice President and
the Company's President and Chief Executive Officer. However, the foregoing
adjustments (in the aggregate) must not increase the total amount payable under
the Program for the given year.

The performance measures applicable to a Plan Year shall be set out in the
Appendix.

ARTICLE 5- PAYMENTS

5.1 TIME AND FORM

Bonuses shall be calculated and paid in a single payment for the applicable
year, by no later than March 31 of the following year.

5.2 POSITION CHANGES

"Position changes" for a Plan Year include promotions, demotions, and transfers
between positions and/or departments.

          (a) For a non-Management Participant who is STIP eligible for the
     entire year, the amount of the Participant's bonus is calculated based on
     his or her position on December 31 of the applicable year.

          (b) For a non-Management Participant who is an eligible employee for a
     portion of the year and an ineligible employee for a portion of the year,
     the amount of the Participant's bonus is calculated based on pro-ration for
     the portion of the year in which he or she was an eligible employee.

          (c) For a Participant who is, at any point during the year, a Manager,
     Director, Vice President, Senior Vice President, or the President and Chief
     Executive Officer, the amount of the Participant's bonus is calculated
     based on the period of time in each STIP eligible position and the
     associate's STIP target percentage for each position during the applicable
     year.

5.3 TAXES

All federal, state or local taxes that the Program Administrator determines are
required to be withheld from any payments made under the Program shall be
withheld.

ARTICLE 6- ADMINISTRATION

6.1 PROGRAM ADMINISTRATOR

The Program shall be administered by the Compensation Committee of the Company's


                                                                     Page 3 of 9



                                                                    EXHIBIT 10.3

 [NOTE: CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES
              AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.]

Board of Directors, which may delegate administrative responsibility in whole or
in part to the President and Chief Executive Officer and/or the Senior Vice
President, Human Resources ("Administrators"), subject to any requirements for
review and approval that may be established by the Compensation Committee. In
all areas not specifically reserved for such review and approval, the decisions
of the applicable Administrator shall be binding on the Company and each
eligible employee under Article 3. Notwithstanding the foregoing, the
Compensation Committee may not modify MBOs or other performance criteria during
a Plan Year so as to increase the payment to a Section 162(m) Participant (as
defined below) or exercise its discretion to increase the amount of incentive
pay that would otherwise be due a Section 162(m) Participant upon attainment of
a performance goal.

6.2 CLAIMS

Claims regarding payments under the Program shall be directed to a Participant's
direct supervisor and/or the Company's Compensation Department. Any claim
regarding the amount of any bonus payment hereunder shall be made within 30 days
of the date of such payment, or shall be forfeited.

ARTICLE 7- AMENDMENT AND TERMINATION

The Company reserves the right to terminate, amend, modify and/or restate this
Program, in whole or in part, at will at any time, with or without advance
notice.

ARTICLE 8- MISCELLANEOUS

8.1 PAYMENT ADJUSTMENTS AND SPECIAL CIRCUMSTANCES

The Compensation Committee shall have the authority to adjust payments under the
Program (upward or downward) at its discretion. Subject to the approval of the
Compensation Committee, the President and Chief Executive Officer and the Senior
Vice President, Human Resources, acting together, shall have the power to adjust
payments under the Program (upward or downward) as and to the extent appropriate
to achieve the stated goals and purposes of the Program and may approve
exceptions to the Program under special circumstances, to avoid undue hardship
with respect to a Participant. Notwithstanding the foregoing, neither the
Compensation Committee, the President and CEO, the Senior Vice President, Human
Resources, nor any other person may increase or accelerate the payment due to
any Section 162(m) Participant with respect to any Plan Year. The term "Section
162(m) Participant" shall mean the President and CEO and each of the four
highest paid officers of the Company (other than the President and CEO) on the
last day of the taxable year, for purposes of the executive compensation
disclosure rules under the Securities Exchange Act of 1934.


                                                                     Page 4 of 9



                                                                    EXHIBIT 10.3

 [NOTE: CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES
              AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.]

8.2 INFORMATION

The Program Administrators shall be responsible for ensuring effective
communication of the Program to eligible employees. Copies of the Program shall
be available to all Participants. All modifications and changes to the Program
shall be appropriately documented and communicated to Participants.

8.3 NO GUARANTEE OF PAYMENT

The Company does not guarantee payment of any bonus amounts hereunder, except to
the extent that payment is required by applicable law.

8.4 LIMITATION OF EMPLOYEES' RIGHTS

Nothing contained in the Program shall confer upon any person a right to be
employed or to continue in the employ of the Employer, or interfere in any way
with the right of the Employer to terminate the employment of a Participant at
any time, with or without cause.

IN WITNESS WHEREOF, Wright Express Corporation has caused this document to be
executed by its duly authorized officer this 30th day of March, 2007.

WRIGHT EXPRESS CORPORATION


By: /s/ Robert C. Cornett
    ---------------------------------
    Robert C. Cornett
Its: Senior Vice President, Human
     Resources

Date: March 30, 2007


                                                                     Page 5 of 9



                                                                    EXHIBIT 10.3

 [NOTE: CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES
              AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.]

                                   APPENDIX I
                                2007 STIP FACTORS

STIP WEIGHTINGS



                                 WEX Corporate MBOs
                          --------------------------------   Exec Shared, VP
                          Adj Net Income   PPG Adj Revenue      & Mgr MBOs
                          --------------   ---------------   ---------------
                                                    
CEO/SVPs                        60%              20%               20%
Vice Presidents                 60%              20%               20%
Managers                        50%              20%               30%
Individual Contributors         50%              20%               30%


PPG: Price Per Gallon

PAYOUT LEVELS

In 2007, the Company must achieve at least threshold results for Adjusted Net
Income in order to pay out any portion of the Short Term Incentive Program.



Performance Results   Payout %
- -------------------   --------
                   
     Threshold           50%
       Target           100%
        Max             200%


MBOS

Corporate MBOs



                         Threshold       Target
  Performance Goal      Performance   Performance   Maximum Performance
  ----------------      -----------   -----------   -------------------
                                           
  Adj Net Income(1)        $[**]         $[**]             $[**]
PPG(2) Adj Revenue(3)      $[**]         $[**]             $[**]


(1)  NOTE: Adjusted Net Income means Adjusted Net Income for the year ended
     December 31, 2007 as reported in the Corporation's Form 8-K filing
     reporting the Corporation's results for the 4th Quarter of 2007, adjusted
     to exclude the following items (if any):

          -    losses from discontinued operations;

          -    the cumulative effect of changes in Generally Accepted Accounting
               Principles;

          -    any one-time charge or dilution resulting from any acquisition or
               divestiture;

          -    the effect of changes to our effective federal tax rates;

          -    extraordinary items of loss or expense;

          -    and any other unusual or nonrecurring items of loss or expense,
               including restructuring charges.

     Notwithstanding the foregoing, the Compensation Committee may exercise
     discretion to include all or part of an item of loss or expense or to
     exclude all or part of an item of gain or income that the Compensation


                                                                     Page 6 of 9



                                                                    EXHIBIT 10.3

 [NOTE: CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES
              AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.]

     Committee believes was not attributable to or does not accurately reflect
     the current and continuing performance of the Corporation.

(2)  PPG: Price Per Gallon

(3)  PPG Adjusted Revenue is reported 2007 Revenue adjusted for the difference
     between reported 2007 PPG and Board-approved budgeted 2007 PPG.

Executive Officer MBOs

CEO and SVPs share the following MBOs:



WEIGHT          PERFORMANCE GOAL             THRESHOLD PERFORMANCE            TARGET PERFORMANCE             MAXIMUM PERFORMANCE
- ------   ------------------------------   --------------------------   -------------------------------   --------------------------
                                                                                             
  10%    By January 31, 2008, the Board   $[**] MILLION REVENUE PLAN   $[**] MILLION REVENUE PLAN        $[**] MILLION REVENUE PLAN
         of Directors will evaluate the
           Executive Team on progress     -    2.5 rating on           -    3.0 rating on evaluation     -    4.0 Rating on
           towards achievement of the          evaluation criteria          criteria AND                      evaluation criteria
              [**] Strategic Growth            AND                                                            AND
                  Initiatives.                                         -    Achievement of 2007 Target
                                          -    Achievement of 2007          strategic revenue goals      -    Achievement of 2007
                                               Threshold strategic                                            Maximum strategic
                                               revenue goals                                                  revenue goals

  10%           Operational Scale              Cost per transaction         Cost per transaction              Cost per transaction
                                               of $[**]                     of $[**]                          of $[**]




STRATEGIC INITIATIVES   [**] REVENUE GOAL
- ---------------------   -----------------
                     
[**]                          $[**]m
[**]                          $[**]m
[**]                          $[**]m
[**]                          $[**]m
[**]                           TBD
[**]                           TBD


EVALUATION CRITERIA

- -    Strategic initiative business plans are well developed and provide a
     clear pathway for achievement of [**] revenue and income targets.

- -    Appropriate resources (people, financial, technology) have been
     assigned and committed to execute on each business plan.

- -    Effective and timely communication is provided to the board
     regarding progress against each initiative.

- -    At least one initiative shows strong potential to achieve greater
     than $[**] million in revenue by [**].

RATING SCALE

1 = Does not meet board expectations

2 = Partially meets board expectations

3 = Meets board expectations

4 = Exceeds board expectations

5 = Exceeds board expectations by a wide margin


                                                                     Page 7 of 9



                                                                    EXHIBIT 10.3

 [NOTE: CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES
              AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.]

                          2007 STRATEGIC REVENUE GOALS



                              THRESHOLD
   PERFORMANCE GOAL          PERFORMANCE        TARGET PERFORMANCE   MAXIMUM PERFORMANCE
- ----------------------   -------------------   -------------------   -------------------
2007 Strategic Revenue   $[**]m revenue from   $[**]m revenue from   $[**]m revenue from
      Achievement           sources below         sources below         sources below
- ----------------------   -------------------   -------------------   -------------------
                                                            
[**]                            $[**]                 $[**]                  $[**]
[**]                            $[**]                 $[**]                  $[**]
[**]                            $[**]                 $[**]                  $[**]
[**]                            $[**]                 $[**]                  $[**]
[**]                            $[**]                 $[**]                  $[**]
[**]                            $[**]                 $[**]                  $[**]
[**]                            $[**]                 $[**]                  $[**]
TOTAL                           $[**]                 $[**]                  $[**]


SVP Sales Additional Incentive

                      2007 SVP, Sales Special Incentive



                               Company        Special Incentive
PPG Adj Revenue $(,000)   Performance Level   Performance Level   SVP, Sales Payout
- -----------------------   -----------------   -----------------   -----------------
                                                         
         $[**]                  [**]%                Miss              $      0
         $[**]                  [**]%             Threshold            $ 50,000
                                [**]%
         $[**]                  [**]%               Target             $100,000
                                [**]%
         $[**]                  [**]%             Target/Max           $150,000
         $[**]                  [**]%                Max               $200,000


No payout below Threshold level

Payout for performance between levels above threshold will be incrementalized

If results exceed maximum of special incentive, CEO can recommend higher payout
for approval

Vice President MBOs

Each Vice President generally has [**] MBOs. [**] of which will be an
organizational shared MBO. For 2007, these organizational shared MBOs generally
include a strategic revenue goal and a goal for organizational scale.


                                                                     Page 8 of 9



                                                                    EXHIBIT 10.3

 [NOTE: CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES
              AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.]

Department MBOs

Each Manager generally has [**] MBOs shared by all STIP-eligible members of
their department. Generally, [**] of these MBOs will mirror the organizational
shared MBO assigned to their VP.


                                                                     Page 9 of 9

EX-10.4

                                                                    EXHIBIT 10.4

 [NOTE: CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES
              AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.]

                        2007 LONG TERM INCENTIVE PROGRAM

AWARD DATE:

March 30, 2007

UNIT ALLOCATION RATIO:



                 RATIO OF RSUS/PSUS
 JOB CATEGORY       BY JOB LEVEL
 ------------    ------------------
              
CEO                    PSU only
SVP                     50/50
VP                      50/50
Sr Mgr                  70/30
Manager/IC (1)          70/30
New Hire Pool          RSU only


(1)  IC represents Individual Contributors who may be identified by SVP to
     receive grant

RSUs = Restricted Stock Units

PSUs = Performance Stock Units

VESTING SCHEDULE:

The award vests at a rate of 25% each year over 4 years.

PERFORMANCE-BASED RESTRICTED STOCK UNIT CALCULATIONS:

The number of PSUs received under this Long Term Incentive Program is based on
the following:

                                 2007 PSU METRIC



        METRIC         THRESHOLD   TARGET   MAXIMUM
        ------         ---------   ------   -------
                                   
Adjusted Net Income*     $[**]      $[**]    $[**]


*    as defined in the Amended and Restated Short-Term Incentive Program

                               2007 PAYOUT LEVELS



  2007 ADJUSTED     SHARES GRANTED AS A PERCENT
NET INCOME RESULT       OF PSU TARGET AWARD
- -----------------   ---------------------------
                 
Threshold                        50%
Target                          100%
Maximum                         200%


*    shares granted are ratable between the three payout levels

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Michael E. Dubyak, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Wright Express Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 2, 2007

/s/ Michael E. Dubyak  

Michael E. Dubyak 

President and Chief Executive Officer 

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Melissa D. Smith, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Wright Express Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 2, 2007

/s/ Melissa D. Smith  

Melissa D. Smith 

Senior Vice President, Finance and Chief Financial Officer 

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Wright Express Corporation (the “Company”) on Form 10-Q for the period ending March 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael E. Dubyak, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Michael E. Dubyak  

Michael E. Dubyak 

President and Chief Executive Officer 

May 2, 2007 

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Wright Express Corporation (the “Company”) on Form 10-Q for the period ending March 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Melissa D. Smith, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Melissa D. Smith  

Melissa D. Smith 

Senior Vice President, Finance and Chief Financial Officer 

May 2, 2007