e10vq

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gv2mj3F5WR840pCQP5Ba/bp94NKLmleTtucDcukWN/n2z0PxQGKWTK1mlQVlQYzD tAHhs+6atMY1/v4RhV1Uvw== 0000950135-09-003723.txt : 20090507 0000950135-09-003723.hdr.sgml : 20090507 20090507173008 ACCESSION NUMBER: 0000950135-09-003723 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20090331 FILED AS OF DATE: 20090507 DATE AS OF CHANGE: 20090507 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wright Express CORP CENTRAL INDEX KEY: 0001309108 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTOMOTIVE REPAIR, SERVICES & PARKING [7500] IRS NUMBER: 010526993 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-32426 FILM NUMBER: 09806881 BUSINESS ADDRESS: STREET 1: 97 DARLING AVENUE CITY: SOUTH PORTLAND STATE: ME ZIP: 04106 BUSINESS PHONE: (207) 773-8171 MAIL ADDRESS: STREET 1: 97 DARLING AVENUE CITY: SOUTH PORTLAND STATE: ME ZIP: 04106 10-Q 1 b75212wee10vq.htm WRIGHT EXPRESS CORPORATION e10vq

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended March 31, 2009


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

For the transition period from to

Commission file number: 001-32426

WRIGHT EXPRESS CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		01-0526993

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

97 Darling Avenue,
South Portland, Maine		04106

(Address of principal executive offices)		(Zip Code)

(207) 773-8171

(Registrant’s telephone number, including area code)

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

Yes þ No o

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

Yes o No o

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

Large accelerated filer þ

Accelerated filer o

Non-accelerated filer o
(Do not check if a smaller reporting company)

Smaller reporting company o

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

Yes o No þ

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


Class		Outstanding at May 4, 2009

Common Stock, $0.01 par value per share		38,355,449 shares

TABLE OF CONTENTS


		Page

PART I-FINANCIAL INFORMATION

Item 1. Financial Statements.		- 3 -

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		- 13 -

Item 3. Quantitative and Qualitative Disclosures About Market Risk.		- 19 -

Item 4. Controls and Procedures.		- 19 -

PART II-OTHER INFORMATION

Item 1. Legal Proceedings.		- 20 -

Item 1A. Risk Factors.		- 20 -

Item 6. Exhibits.		- 21 -

SIGNATURE		- 22 -
Ex-10.1 Amended and Restated Short Term Incentive Program
EX-10.2 Wright Express Corporation Amended and Restated Long Term Incentive Program.
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

FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for statements that are forward-looking and are not statements of historical facts. This Quarterly Report contains forward-looking statements. Any statements that are not statements of historical facts may be deemed to be forward-looking statements. When used in this Quarterly Report, the words “may,” “will,” “could,” “anticipate,” “plan,” “continue,” “project,” “intend,” “estimate,” “believe,” “expect” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words. Forward-looking statements relate to our future plans, objectives, expectations and intentions and are not historical facts and accordingly involve known and unknown risks and uncertainties and other factors that may cause the actual results or performance to be materially different from future results or performance expressed or implied by these forward-looking statements. The following factors, among others, could cause actual results to differ materially from those contained in forward-looking statements made in this Quarterly Report, in press releases and in oral statements made by our authorized officers: fuel price volatility; our failure to maintain or renew key agreements; failure to expand our technological capabilities and service offerings as rapidly as our competitors; the actions of regulatory bodies, including bank regulators; the uncertainties of litigation;the effects of general economics on fueling patterns and the commercial activity of fleets, as well as other risks and uncertainties identified in Item 1A of our Annual Report for the year ended December 31, 2008, filed on Form 10-K with the Securities and Exchange Commission on February 27, 2009. Our forward-looking statements and these factors do not reflect the potential future impact of any alliance, merger, acquisition or disposition. The forward-looking statements speak only as of the date of the initial filing of this Quarterly Report and undue reliance should not be placed on these statements. We disclaim any obligation to update any forward-looking statements as a result of new information, future events or otherwise.

- 2 -

PART I

Item 1. Financial Statements.

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


	March 31,			December 31,
	2009			2008
	(unaudited)

Assets
Cash and cash equivalents	$	22,888		$	183,117
Accounts receivable (less reserve for credit losses of $10,002 in 2009 and $18,435 in 2008)		698,600			702,225
Income taxes receivable		2,178			7,903
Available-for-sale securities		12,306			12,533
Fuel price derivatives, at fair value		42,823			49,294
Property, equipment and capitalized software (net of accumulated depreciation of $61,739 in 2009 and $57,814 in 2008)		44,771			44,864
Deferred income taxes, net		238,488			239,957
Goodwill		315,230			315,230
Other intangible assets, net		38,642			39,922
Other assets		18,744			16,810


Total assets	$	1,434,670		$	1,611,855


Liabilities and Stockholders’ Equity
Accounts payable	$	290,719		$	249,067
Accrued expenses		28,425			34,931
Deposits		350,855			540,146
Revolving line-of-credit facility		136,600			170,600
Other liabilities		1,355			3,083
Amounts due to Avis under tax receivable agreement		309,936			309,366
Preferred stock; 10,000 shares authorized:
Series A non-voting convertible, redeemable preferred stock; 0.1 shares issued and outstanding		10,000			10,000


Total liabilities		1,127,890			1,317,193

Commitments and contingencies (Note 7)

Stockholders’ Equity
Common stock $0.01 par value; 175,000 shares authorized, 41,075 in 2009 and 40,966 in 2008 shares issued; 38,352 in 2009 and 38,244 in 2008 shares outstanding		411			410
Additional paid-in capital		100,766			100,359
Retained earnings		283,456			272,479
Other comprehensive loss, net of tax:
Net unrealized gain (loss) on available-for-sale securities		4			(53	)
Net unrealized loss on interest rate swaps		(1,036	)		(1,736	)
Net foreign currency translation adjustment		(79	)		(55	)


Accumulated other comprehensive loss		(1,111	)		(1,844	)

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


Total stockholders’ equity		306,780			294,662


Total liabilities and stockholders’ equity	$	1,434,670		$	1,611,855

See notes to condensed consolidated financial statements.

- 3 -

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


	Three months ended
	March 31,
	2009			2008

Service Revenues
Payment processing revenue	$	44,992		$	70,611
Transaction processing revenue		4,298			3,980
Account servicing revenue		8,959			7,422
Finance fees		7,064			7,651
Other		2,799			2,725


Total service revenues		68,112			92,389

Product Revenues
Hardware and equipment sales		1,064			557


Total revenues		69,176			92,946

Expenses
Salary and other personnel		17,853			17,118
Service fees		6,182			4,846
Provision for credit losses		4,235			10,396
Technology leasing and support		2,160			2,172
Occupancy and equipment		2,388			1,852
Depreciation and amortization		5,245			4,491
Operating interest expense		4,816			8,808
Cost of hardware and equipment sold		993			505
Other		5,980			5,690


Total operating expenses		49,852			55,878


Operating income		19,324			37,068

Financing interest expense		(2,020	)		(3,101	)
Net realized and unrealized gains (losses) on fuel price derivatives		653			(10,574	)
Increase in amount due to Avis under tax receivable agreement		(570	)		—


Income before income taxes		17,387			23,393

Provision for income taxes		6,410			8,865


Net income		10,977			14,528

Changes in available-for-sale securities, net of tax effect of $32 in 2009 and $28 in 2008		57			52
Changes in interest rate swaps, net of tax effect of $406 in 2009 and $(656) in 2008		700			(1,182	)
Foreign currency translation		(24	)		(10	)


Comprehensive income	$	11,710		$	13,388


Earnings per share:
Basic	$	0.29		$	0.37
Diluted	$	0.28		$	0.36

Weighted average common shares outstanding:
Basic		38,339			39,312
Diluted		39,177			40,275

See notes to condensed consolidated financial statements.

- 4 -

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


	Three months ended
	March 31,
	2009			2008

Cash flows from operating activities
Net income	$	10,977		$	14,528
Adjustments to reconcile net income to net cash provided by operating activities:
Fair value change of fuel price derivatives		6,471			3,575
Stock-based compensation		1,364			1,408
Depreciation and amortization		5,400			4,550
Deferred taxes		1,031			4,723
Provision for credit losses		4,235			10,396
Loss on disposal of property and equipment		—			58
Impairment of internal-use software		421			—
Changes in operating assets and liabilities, net of effects of acquisition:
Accounts receivable		(606	)		(151,189	)
Other assets		(2,091	)		110
Accounts payable		41,649			125,433
Accrued expenses		(5,405	)		(6,179	)
Income taxes		5,195			3,110
Other liabilities		(1,723	)		(968	)
Amounts due to Avis under tax receivable agreement		570			—


Net cash provided by operating activities		67,488			9,555

Cash flows from investing activities
Purchases of property and equipment		(4,293	)		(4,256	)
Reinvestment of dividends on available-for-sale securities		(40	)		(42	)
Maturities of available-for-sale securities		356			337
Acquisition, net of cash acquired		—			(31,520	)


Net cash used for investing activities		(3,977	)		(35,481	)

Cash flows from financing activities
Repurchase of shares to satisfy tax withholdings		(418	)		(1,271	)
Proceeds from stock option exercises		—			294
Net decrease in deposits		(189,291	)		(65,227	)
Net increase in borrowed federal funds		—			88,003
Net change in revolving line-of-credit facility		(34,000	)		47,600
Purchase of shares of treasury stock		—			(29,345	)


Net cash (used for) provided by financing activities		(223,709	)		40,054

Effect of exchange rate changes on cash and cash equivalents		(31	)		(10	)


Net change in cash and cash equivalents		(160,229	)		14,118
Cash and cash equivalents, beginning of period		183,117			43,019


Cash and cash equivalents, end of period	$	22,888		$	57,137


Supplemental cash flow information
Interest paid	$	9,751		$	10,111
Income taxes paid	$	182		$	1,137

See notes to condensed consolidated financial statements.

- 5 -

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

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all information and notes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to consolidated financial statements included in the Annual Report on Form 10-K of Wright Express Corporation for the year ended December 31, 2008. When used in these notes, the term “Company” means Wright Express Corporation and all entities included in the consolidated financial statements. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 2009, are not necessarily indicative of the results that may be expected for any future quarter or the year ending December 31, 2009.

2. Acquisitions

In February 2008, the Company acquired certain assets and assumed certain liabilities of Pacific Pride Services, Inc. The allocation of purchase price relative to this acquisition was finalized in the first quarter of 2009. No adjustments to the allocation have been made since December 31, 2008.

The allocation of purchase price relative to this acquisition was finalized in the first quarter of 2009. No adjustments to the allocation have been made since December 31, 2008. In August 2008, the Company acquired certain assets of Financial Automation Limited and established Wright Express New Zealand (“Wright Express New Zealand”) to operate the business of Financial Automation Limited. Financial Automation Limited provides fuel card processing software solutions to oil companies in geographic markets outside the United States. The Company has allocated the purchase price of the acquisition based upon the fair values of the assets acquired. In connection with the fair valuing of the assets acquired, management performed assessments of intangible assets using customary valuation procedures and techniques. The purchase price and related allocations for this acquisition have not been finalized.

No pro forma information has been included in these financial statements as the results of operations of Pacific Pride and Financial Automation Limited for the three months ended March 31, 2009 and 2008, are immaterial to the Company’s revenues, net income and earnings per share.

3. Other Intangible Assets

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



	Net Carrying							Net Carrying
	Amount,							Amount,
	December 31,							March 31,
	2008		Acquisitions		Amortization			2009

Definite-lived intangible assets
Software	$	15,085	$	—	$	(380	)	$	14,705
Non-compete agreement		17		—		(17	)		—
Customer relationships		20,267		—		(875	)		19,392
Trade name		88		—		(8	)		80

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

Total	$	39,922	$	—	$	(1,280	)	$	38,642

The Company expects amortization expense related to the definite-lived intangible assets above as follows: $3,790 for April 1, 2009 through December 31, 2009; $5,431 for 2010; $4,710 for 2011; $4,075 for 2012; $3,459 for 2013; and $2,481 for 2014.

- 6 -

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

Other intangible assets consist of the following:



	March 31, 2009							December 31, 2008
	Gross							Gross
	Carrying		Accumulated			Net Carrying		Carrying		Accumulated			Net Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount

Definite-lived intangible assets
Software	$	16,300	$	(1,595	)	$	14,705	$	16,300	$	(1,215	)	$	15,085
Non-compete agreement		100		(100	)		—		100		(83	)		17
Customer relationships		24,900		(5,508	)		19,392		24,900		(4,633	)		20,267
Trade name		100		(20	)		80		100		(12	)		88


	$	41,400	$	(7,223	)		34,177	$	41,400	$	(5,943	)		35,457


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


Total						$	38,642						$	39,922

4. Earnings per Common Share

The following is a reconciliation of the income and share data used in the basic and diluted earnings per share computations for the three months ended March 31, 2009 and 2008:



	Three months ended
	March 31,
	2009		2008

Income available for common stockholders — Basic	$	10,977	$	14,528
Convertible, redeemable preferred stock dividend		82		154


Income available for common stockholders — Diluted	$	11,059	$	14,682


Weighted average common shares outstanding — Basic		38,339		39,312
Unvested restricted stock units		383		471
Stock options		11		48
Convertible, redeemable preferred stock		444		444


Weighted average common shares outstanding — Diluted		39,177		40,275

5. Derivative Instruments

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

- 7 -

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

SFAS No. 133 requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the statement of financial position. In accordance with SFAS No. 133, the Company designates interest rate swap arrangements as cash flow hedges of the forecasted interest payments on a portion of its variable-rate credit agreement. The Company’s fuel price derivative instruments do not qualify for hedge accounting treatment under SFAS No. 133, and therefore, no such hedging designation has been made.

Cash Flow Hedges

For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. As of March 31, 2009, the Company had the following outstanding interest rate swap arrangements that were entered into to hedge forecasted interest payments:



	Weighted-			Aggregate
	Average			Notional
	Base Rate			Amount

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


Total				$	105,000

Derivatives Not Designated as Hedging Instruments

For derivative instruments that are not designated as hedging instruments, the gain or loss on the derivative is recognized in current earnings. As of March 31, 2009, the Company had the following put and call option contracts which settle on a monthly basis:



	Aggregate
	Notional
	Amount
	(gallons)

Fuel price derivative instruments – unleaded fuel
Option contracts settling April 2009 – September 2010		36,377

Fuel price derivative instruments – diesel
Option contracts settling April 2009 – September 2010		16,343


Total fuel price derivative instruments		52,720


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

- 8 -

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

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

Asset Derivatives

Liability Derivatives

March 31, 2009

December 31, 2008

March 31, 2009

December 31, 2008

Balance

Sheet

Fair

Sheet

Fair

Sheet

Fair

Sheet

Fair

Location

Value

Location

Value

Location

Value

Location

Value

Derivatives designated as hedging instruments under Statement 133

Interest rate contracts

Other assets

—

Other assets

—

Accrued expenses

1,636

Accrued expenses

2,742

Derivatives not designated as hedging instruments under Statement 133

Commodity contracts

Fuel price derivatives, at fair value

42,823

Fuel price derivatives, at fair value

49,294

Fuel price derivatives, at fair value

—

Fuel price derivatives, at fair value

—

Total derivatives

42,823

49,294

1,636

2,742

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

Amount of Gain

or (Loss)

Reclassified

Amount of Gain or

from

(Loss) Recognized in

Accumulated

Income on Derivative

Amount of Gain or

OCI into

Location of Gain or

(Ineffective Portion

(Loss) Recognized in

Income

(Loss) Recognized in

and Amount

OCI on Derivative

Location of Gain or

(Effective

Income on Derivative

Excluded from

Derivatives in

(Effective Portion) ^(a)

(Loss) Reclassified

Portion)

(Ineffective Portion

Effectiveness Testing)

Statement 133 Cash

Three months ended

from Accumulated

Three months ended

and Amount Excluded

Three months ended

Flow Hedging

March 31,

OCI into Income

March 31,

from Effectiveness

March 31,

Relationships

2009

2008

(Effective Portion)

2009

2008

Testing) ^(b)

2009

2008

Interest rate contracts

700

(1,182

)

Financing interest expense

(1,233

)

(304

)

Financing interest expense

—

Amount of Gain or

(Loss) Recognized in

Derivatives Not

Income on Derivative

Designated as

Location of Gain or

Three months ended

Hedging Instruments

(Loss) Recognized in

March 31,

under Statement 133

Income on Derivative

2009

2008

Commodity contracts

Net realized and unrealized gains (losses) on fuel price derivatives

653

(10,574

)


^(a)		The amount of gain or (loss) recognized in OCI on the Company’s interest rate swap arrangements has been recorded net of tax impacts of $406 in 2009 and $(656) in 2008.

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

- 9 -

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

6. Fair Value

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

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

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

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

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

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



			Fair Value Measurements
			at Reporting Date Using
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
	March 31,		Assets		Inputs		Inputs
	2009		(Level 1)		(Level 2)		(Level 3)

Assets:

Mortgage-backed securities	$	4,014	$	—	$	4,014	$	—
Asset-backed securities		3,791		—		3,791		—
Municipal bonds		387		—		387		—
Equity securities		4,114		4,114		—		—


Total available-for-sale securities	$	12,306	$	4,114	$	8,192	$	—


Executive deferred compensation plan trust ^(a)	$	1,285	$	1,285	$	—	$	—


Fuel price derivatives – diesel	$	12,112	$	—	$	—	$	12,112
Fuel price derivatives – unleaded fuel		30,711		—		30,711		—


Total fuel price derivatives	$	42,823	$	—	$	30,711	$	12,112


Liabilities:

July 2007 interest rate swap arrangements with a base rate of 5.20% and an aggregate notional amount of $80,000	$	1,188	$	—	$	1,188	$	—
August 2007 interest rate swap arrangement with a base rate of 4.73% and a notional amount of $25,000		448		—		448		—


Total interest rate swap arrangements ^(b)	$	1,636	$	—	$	1,636	$	—


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

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

- 10 -

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

The following table presents a reconciliation of the beginning and ending balances for assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2009:



	Fuel Price
	Derivatives –
	Diesel

Beginning balance	$	9,960
Total gains or (losses) — realized/unrealized
Included in earnings ^(a)		2,152
Included in other comprehensive income		—
Purchases, issuances and settlements		—
Transfers in/(out) of Level 3		—


Ending balance	$	12,112


The amount of total gains/(losses) for the period included in earnings attributable to the change in unrealized gains/(losses) relating to assets still held at March 31, 2009 ^(a)	$	3,048


^(a)		Gains and losses (realized and unrealized) included in earnings for the three months ended March 31, 2009, are reported in net realized and unrealized losses on fuel price derivatives on the condensed consolidated statements of income.

7. Commitments and Contingencies

Litigation

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

8. Segment Information

The Company operates in two reportable segments, fleet and MasterCard. The fleet segment provides customers with payment and transaction processing services specifically designed for the needs of vehicle fleet customers. The MasterCard segment provides customers with a payment processing solution for their corporate purchasing and transaction monitoring needs. The Company’s chief decision maker evaluates the operating results of the Company’s reportable segments based upon revenues and “adjusted net income,” which is defined by the Company as net income adjusted for fair value changes of fuel price derivatives, the amortization of acquired intangible assets, asset impairment charges to our internally developed software and non-cash adjustments related to the tax receivable agreement. These adjustments are reflected net of the tax impact.

- 11 -

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

The following table presents the Company’s reportable segment results for the three months ended March 31, 2009 and 2008:


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

Three months ended March 31, 2009
Fleet	$	62,539	$	4,206	$	3,891	$	9,659	$	15,879
MasterCard		6,637		610		74		218		373


Total	$	69,176	$	4,816	$	3,965	$	9,877	$	16,252


Three months ended March 31, 2008
Fleet	$	86,998	$	8,086	$	3,416	$	10,118	$	16,872
MasterCard		5,948		722		205		321		527


Total	$	92,946	$	8,808	$	3,621	$	10,439	$	17,399

The following table reconciles adjusted net income to net income:


	Three months ended
	March 31,
	2009			2008

Adjusted net income	$	16,252		$	17,399
Unrealized losses on fuel price derivatives		(6,471	)		(3,575	)
Amortization of acquired intangible assets		(1,280	)		(870	)
Asset impairment charge		(421	)		—
Non-cash adjustments related to the tax receivable agreement		(570	)		—
Tax impact of the above transactions		3,467			1,574


Net income	$	10,977		$	14,528

- 12 -

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

We intend for this discussion to provide the reader with information that will assist you in understanding our financial statements, the changes in key items in those financial statements from year to year, and the primary factors that accounted for those changes, as well as how certain accounting estimates affect our financial statements. The discussion also provides information about the financial results of the two segments of our business to provide a better understanding of how those segments and their results affect our financial condition and results of operations as a whole. This discussion should be read in conjunction with our audited financial statements as of December 31, 2008, the notes accompanying those financial statements and management’s discussion and analysis as contained in our Annual Report on Form 10-K filed with the SEC on February 27, 2009 and in conjunction with the unaudited condensed consolidated financial statements and notes in Item 1 of Part I this report.

Overview

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

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

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

Summary

Below are selected items from the first quarter of 2009:

	•		Average number of vehicles serviced increased 6 percent from the first quarter of 2008 to approximately 4.7 million.

	•		Total fleet transactions processed declined 2 percent from the first quarter of 2008 to 63.3 million. Payment processing transactions decreased 7 percent to 49.3 million, while transaction processing transactions increased 21 percent to 14.0 million.

	•		Average expenditure per payment processing transaction decreased 38 percent to $40.78 from $65.49 for the same period last year. This decrease was driven by lower average retail fuel prices. The average fuel price per gallon during the three months ended March 31, 2009, was $2.00, a 39 percent decrease over the same period last year.

	•		Realized gains on our fuel price derivatives were $7.1 million compared to realized losses of $7.0 million for the first quarter of 2008.

	•		Credit losses in the fleet segment were $3.4 million for the three months ended March 31, 2009, versus $9.8 million for the three months ended March 31, 2008.

	•		Total MasterCard purchase volume grew $123 million to $649 million for the three months ended March 31, 2009, an increase of 23 percent over the same period last year.

	•		Our operating interest expense, which includes interest accruing on deposits and borrowed federal funds, decreased to $4.8 million during the three months ended March 31, 2009, from $8.8 million during the three months ended March 31, 2008.

- 13 -

Results of Operations

Fleet

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



(in thousands, except per transaction and per gallon data)	Three months ended
	March 31,						Increase (decrease)
	2009			2008			Amount			Percent

Service Revenues
Payment processing revenue	$	38,988		$	65,075		$	(26,087	)		(40	)%
Transaction processing revenue		4,298			3,980			318			8	%
Account servicing revenue		8,945			7,404			1,541			21	%
Finance fees		6,984			7,580			(596	)		(8	)%
Other		2,260			2,402			(142	)		(6	)%


Total service revenues		61,475			86,441			(24,966	)		(29	)%

Product Revenues
Hardware and equipment sales		1,064			557			507			91	%


Total revenues		62,539			86,998			(24,459	)		(28	)%

Total operating expenses		43,806			50,778			(6,972	)		(14	)%


Operating income		18,733			36,220			(17,487	)		(48	)%

Financing interest expense		(2,020	)		(3,101	)		1,081			35	%
Net realized and unrealized losses on derivative instruments		653			(10,574	)		11,227			106	%
Increase in amount due to Avis under tax receivable agreement		(570	)		—			(570	)		NM


Income before taxes		16,796			22,545			(5,749	)		(26	)%
Provision for income taxes		6,192			8,544			(2,352	)		(28	)%

Net income	$	10,604		$	14,001		$	(3,397	)		(24	)%


Key operating statistics
Payment processing revenue:
Payment processing transactions		49,297			53,225			(3,928	)		(7	)%
Average expenditure per payment processing transaction	$	40.78		$	65.49		$	(24.71	)		(38	)%
Average price per gallon of fuel	$	2.00		$	3.26		$	(1.26	)		(39	)%

Transaction processing revenue:
Transaction processing transactions		13,991			11,577			2,414			21	%

Account servicing revenue:
Average number of vehicles serviced ^(a)		4,718			4,453			265			6	%


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

NM		Not meaningful

Payment processing revenue decreased $26.1 million for the three months ended March 31, 2009, compared to the same period last year. The decrease was primarily due to a 39 percent decrease in the average price per gallon of fuel and a 7 percent decrease in payment processing transactions over the first quarter of the prior year. Our net payment processing rate increased 7 basis points from the first quarter of 2008 which offset the decrease to payment processing revenues by $1.3 million. During 2008, we had renegotiated agreements with several of our merchants to change our pricing with them to include a fixed fee component and a percentage fee component. The new payment processing pricing reduces the impact fuel price volatility has on our payment processing revenues. We benefited from this change during the first quarter of 2009, as lower fuel prices drove our net payment processing rate up due to the fixed component of the transaction fees. Rebates, as a percentage of fueling dollars paid to large fleets and leasing companies, were higher during the first quarter of 2009 compared to the same period in the prior year due to renegotiated rates with several of our partners and the addition of the General Services Administration fleets.

- 14 -

Transaction processing revenue increased $0.3 million for the three months ended March 31, 2009, compared to the same period in 2008. The increase in revenue, as well as the increase in transaction processing transactions, is due to the acquisition of Pacific Pride during February 2008.

Account servicing revenue increased $1.5 million from the first quarter of 2008. This increase is due both to our WEXSmart^TMtelematics program and expansion into international markets which was precipitated by our August 2008 acquisition of Financial Automation Limited.

Our finance fees have decreased $0.6 million for the three months ended March 31, 2009, over the same period in the prior year. The decrease in late fees is related to the decrease in the average price per gallon of fuel, offset by a change in the calculation of late fees implemented at the end of 2008, which increased the late fees charged to delinquent customers to encourage timely payments.

The following table compares selected expense line items within our Fleet segment for the three months ended March 31:



(in thousands)	2009		2008		Increase (decrease)

Expense
Provision for credit losses	$	3,356	$	9,827		(66	)%
Operating interest expense	$	4,206	$	8,087		(48	)%
Salary and other personnel	$	17,183	$	16,334		5	%
Depreciation and amortization	$	5,171	$	4,286		21	%

Provision for credit losses was $3.4 million in the three months ended March 31, 2009, compared to $9.8 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 17 basis points of Fuel Expenditures for the three months ended March 31, 2009, compared to 28 basis points of Fuel Expenditures for the same period last year. We use a roll rate methodology to calculate the amount necessary for our ending receivable reserve balance. This methodology takes into account total receivable balances, recent charge off experience and the dollars that are delinquent to calculate the total reserve. In addition, management undertakes detail evaluation of the receivable balances to further ensure overall reserve adequacy. The expense we recognized in the quarter is the amount necessary to bring the reserve to its required level after charge offs. Lower accounts receivable balances in 2009 have resulted in a decrease to credit losses of approximately $4.7 million for the three months ended March 31, 2009, as compared to the same period in the prior year. Higher charge-offs during the three months ended March 31, 2009, increased credit losses by $1.4 million as compared to the same period in the prior year. The remaining difference is due to increased collection activity and improved aging of the accounts receivable.

Operating interest expense decreased $3.9 million for the three months ended March 31, 2009, compared to the same period in 2008. Approximately $2.1 million of the decrease in operating interest expense is primarily due to our total average operating debt balance, which consists of our deposits and borrowed federal funds, decreasing to $427 million for the first quarter of this year as compared to $592 million for the first quarter of 2008. The remaining decrease is due to lower interest rates. For the first quarter of 2009, the average interest rate on our certificates of deposit and borrowed federal funds was 3.9 percent. For the first quarter of 2008, this average interest rate was 5.0 percent. The interest rates we pay on certificates of deposit have been declining for the past several quarters, and we expect to continue to benefit from low interest rates in 2009. Rates on new certificates of deposit are currently as low as 70 basis points for three month certificates of deposit. These low rates will average into our overall rate as we issue new certificates of deposit.

Salary and other personnel expenses increased $0.8 million for the three months ended March 31, 2009, as compared to the same period last year. This increase was primarily due to additional expense recognized during the current quarter for our annual incentive program which is based on financial performance.

Depreciation and amortization expenses increased $0.9 million for the three months ended March 31, 2009, as compared to the same period in 2008. Approximately $0.4 million of the increase is amortization related to our acquisitions, and the remainder is additional depreciation as we place new assets into service.

- 15 -

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. Activity related to the changes in fair value and settlements of these instruments and the changes in average fuel prices in relation to the underlying strike price of the instruments is shown in the following table:




	Three months ended March 31,
	2009			2008

Fuel price derivatives, at fair value, beginning of period	$	49,294		$	(41,598	)
Net change in fair value		653			(10,574	)
Cash (receipts) payments on settlement		(7,124	)		6,999


Fuel price derivatives, at fair value, end of period	$	42,823		$	(45,173	)


Collar range:
Floor	$	2.58		$	2.53
Ceiling	$	2.64		$	2.60

Average fuel price, beginning of period	$	1.97		$	3.15
Average fuel price, end of period	$	2.01		$	3.45

Fuel prices remained stable during the first quarter of 2009. The fair value of the fuel price derivative instruments held at March 31, 2009, accordingly, remained relatively consistent with their fair values at December 31, 2008. The average fuel price moved closer to the floor of the collar by approximately $0.04 from the beginning of the quarter to the end of the quarter. In comparison, fuel prices were fairly volatile during the first quarter of 2008. The average fuel price and the end of the period moved from $0.55 above the ceiling of the collar at the beginning of the period to $0.85 above the ceiling at March 31, 2008, resulting in a significant change in the fair value of the instruments.

We did not enter into any additional derivative instruments during the first quarter of 2009. For the full year of 2009, our weighted average floor is $2.79 and our weighted average ceiling is $2.84. Based on the current price of fuel, we expect to receive significant cash gains from our hedging program in 2009.

We expect that our fuel price derivatives program will continue to be important to our business model going forward, and we intend to purchase derivatives in the future. However, we have reduced some of our exposure to fuel price volatility because of the fixed fee component of our new pricing arrangements.

- 16 -

MasterCard

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



(in thousands)	Three months ended
	March 31,				Increase (decrease)
	2009		2008		Amount			Percent

Revenues
Payment processing revenue	$	6,004	$	5,536	$	468			8	%
Account servicing revenue		14		18		(4	)		(22	)%
Finance fees		80		71		9			13	%
Other		539		323		216			67	%


Total revenues		6,637		5,948		689			12	%

Total operating expenses		6,046		5,100		946			19	%


Operating income		591		848		(257	)		(30	)%
Provision for income taxes		218		321		(103	)		(32	)%

Net income	$	373	$	527	$	(154	)		(29	)%


Key operating statistics
Payment processing revenue:
MasterCard purchase volume	$	649,048	$	525,699	$	123,349			23	%

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

Credit loss was $0.3 million higher during the first quarter of 2009 as compared to the same period in the prior year primarily due to a bankruptcy that occurred during the first quarter of 2009.

Liquidity, Capital Resources and Cash Flows

Our primary source of liquidity is management operating cash, which we define as cash from operations adjusted for changes in deposits and borrowed federal funds. Management operating cash is not a measure in accordance with generally accepted accounting principles (“GAAP”). During the first quarter of 2009, we used approximately $121.8 million in management operating cash as compared to approximately $32.3 million of management operating cash generated in the first quarter of 2008.

In addition to the $121.8 million of management operating cash we used during the first quarter of 2009, we also paid down $34 million on our revolving credit facility. The significant decrease in management operating cash is due to the maturities of a significant amount of our certificates of deposit that we had previously issued. The rapid decline in fuel prices during the fourth quarter of 2008 led to decreasing accounts receivable balances with which maturing certificates of deposit could not keep pace.

- 17 -

Management Operating Cash

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

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



	Three months ended
	March 31,
	2009			2008

Net cash provided by operating activities	$	67,488		$	9,565
Net decrease in deposits		(189,291	)		(65,227	)
Net increase in borrowed federal funds		—			88,003


Change in management operating cash	$	(121,803	)	$	32,341

Our bank subsidiary, Wright Express Financial Services Corporation (“FSC”), utilizes certificates of deposit to finance our accounts receivable. FSC issued certificates of deposit in various maturities ranging between three months and three years and with fixed interest rates ranging from 0.70 percent to 5.45 percent as of March 31, 2009. Our weighted average interest rates on operating debt will be lower as a significant amount of our higher rate certificates of deposit have matured during the first quarter of 2009. As of March 31, 2009, we had approximately $342 million of deposits outstanding. Certificates of deposit are subject to regulatory capital requirements.

FSC also utilizes federal funds lines of credit to supplement the financing of our accounts receivable. There were no amounts outstanding on our federal funds lines of credit as of March 31, 2009.

Short-term Liquidity

We continue to have access for short-term borrowings to fund our accounts receivable. Our cash balance dropped approximately $160 million mainly due to over $200 million of certificates of deposit maturing during the first quarter. As a result of the drop in average outstanding operating debt, we expect our operating interest expense will begin to decline in the second quarter of 2009. However, we expect to maintain our current bias towards liquidity for the near term. We issue our certificates of deposit in anticipation of accounts receivable; accordingly, our certificate of deposit activity in 2009 has been less than that experienced in 2008 because of the current price stability of gassline and diesel fuel.

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

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

Long-term Liquidity

We have approximately three years left on our revolving credit facility. We are currently paying a rate of LIBOR plus 58 basis points, which is better than the market rates at March 31, 2009. We had approximately $313 million available to us under this agreement as of March 31, 2009. We paid down $34 million in financing debt during the first quarter and ended the period with a balance outstanding of $136.6 million.

In 2008 our use of cash was fairly equally distributed between paying down debt, share repurchases, acquisitions and internal reinvestment. We will maintain our policy of considering alliances, mergers or acquisitions that can accelerate our overall growth and/or enhance our strategic position.

- 18 -

Off-balance Sheet Arrangements

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

Purchase of Treasury Shares

The following table presents stock repurchase program activity:



(in thousands)	Three months ended March 31,
	2009				2008
	Shares		Cost		Shares		Cost

Treasury stock purchased		—	$	—		963.1	$	29,344

Critical Accounting Policies and Estimates

We have no material changes to our critical accounting policies and estimates discussed in our Annual Report on Form 10-K for the year ended December 31, 2008.

Recently Adopted Accounting Standards

See Note 1 to the condensed consolidated financial statements of this report for further details of recently adopted accounting standards.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We have no material changes to the disclosure on this matter made in our Annual Report on Form 10-K for the year ended December 31, 2008.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The principal executive officer and principal financial officer of Wright Express Corporation evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. “Disclosure controls and procedures” are controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports that it files or submits under the Securities Exchange Act of 1934, within the time periods specified in the SEC’s rules and forms, is recorded, processed, summarized and reported, and is accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on their evaluation, the principal executive officer and principal financial officer of Wright Express Corporation concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2009.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2009, our most recently completed fiscal quarter, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

- 19 -

PART II

Item 1. Legal Proceedings.

As of the date of this filing, we are not involved in any material legal proceedings. We also were not involved in any material legal proceedings that were terminated during the first quarter of 2009. However, from time to time, we are subject to other legal proceedings and claims in the ordinary course of business, none of which we believe are likely to have a material adverse effect on our financial position, results of operations or cash flows.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2008, which could materially affect our business, financial condition or future results. The risks described in this report and in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

- 20 -

Item 6. Exhibits.


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

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

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

*	10.1	Wright Express Corporation Amended and Restated Short Term Incentive Program.**

*	10.2	Wright Express Corporation Amended and Restated Long Term Incentive Program.

	10.3	Amended and Restated Wright Express Corporation 2005 Equity and Incentive Plan (incorporated by reference to Exhibit No. 10.1 to our Current Report on Form 8-K filed with the SEC on January 7, 2009, File No. 001-32426).

	10.4	Wright Express Corporation Amended and Restated Non-Employee Directors Deferred Compensation Plan (incorporated by reference to Exhibit No. 10.2 to our Current Report on Form 8-K filed with the SEC on January 7, 2009, File No. 001-32426).

	10.5	Amended and Restated Wright Express Corporation Executive Deferred Compensation Plan (incorporated by reference to Exhibit No. 10.3 to our Current Report on Form 8-K filed with the SEC on January 7, 2009, File No. 001-32426).

	10.6	Amended and Restated Wright Express Corporation Severance Pay Plan for Officers (incorporated by reference to Exhibit No. 10.4 to our Current Report on Form 8-K filed with the SEC on January 7, 2009, File No. 001-32426).

	10.7	Employment Agreement for Michael Dubyak (incorporated by reference to Exhibit No. 10.5 to our Current Report on Form 8-K filed with the SEC on January 7, 2009, File No. 001-32426).

	10.8	Form of Employment Agreement for David Maxsimic and Melissa Smith (incorporated by reference to Exhibit No. 10.6 to our Current Report on Form 8-K filed with the SEC on January 7, 2009, File No. 001-32426).

	10.9	Form of Employment Agreement for Robert Cornett, Hilary Rapkin and Jamie Morin (incorporated by reference to Exhibit No. 10.7 to our Current Report on Form 8-K filed with the SEC on January 7, 2009, File No. 001-32426).

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

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

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

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


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

**		Portions of exhibit 10.1 have been omitted pursuant to a request for confidential treatment.

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SIGNATURE

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


	WRIGHT EXPRESS CORPORATION
May 7, 2009	By:	/s/ Melissa D. Smith
		Melissa D. Smith
		CFO and Executive Vice President, Finance and Operations (principal financial officer)

- 22 -

EXHIBIT INDEX


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

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

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

*	10.1	Wright Express Corporation Amended and Restated Short Term Incentive Program.**

*	10.2	Wright Express Corporation Amended and Restated Long Term Incentive Program.

	10.3	Amended and Restated Wright Express Corporation 2005 Equity and Incentive Plan (incorporated by reference to Exhibit No. 10.1 to our Current Report on Form 8-K filed with the SEC on January 7, 2009, File No. 001-32426).

	10.4	Wright Express Corporation Amended and Restated Non-Employee Directors Deferred Compensation Plan (incorporated by reference to Exhibit No. 10.2 to our Current Report on Form 8-K filed with the SEC on January 7, 2009, File No. 001-32426).

	10.5	Amended and Restated Wright Express Corporation Executive Deferred Compensation Plan (incorporated by reference to Exhibit No. 10.3 to our Current Report on Form 8-K filed with the SEC on January 7, 2009, File No. 001-32426).

	10.6	Amended and Restated Wright Express Corporation Severance Pay Plan for Officers (incorporated by reference to Exhibit No. 10.4 to our Current Report on Form 8-K filed with the SEC on January 7, 2009, File No. 001-32426).

	10.7	Employment Agreement for Michael Dubyak (incorporated by reference to Exhibit No. 10.5 to our Current Report on Form 8-K filed with the SEC on January 7, 2009, File No. 001-32426).

	10.8	Form of Employment Agreement for David Maxsimic and Melissa Smith (incorporated by reference to Exhibit No. 10.6 to our Current Report on Form 8-K filed with the SEC on January 7, 2009, File No. 001-32426).

	10.9	Form of Employment Agreement for Robert Cornett, Hilary Rapkin and Jamie Morin (incorporated by reference to Exhibit No. 10.7 to our Current Report on Form 8-K filed with the SEC on January 7, 2009, File No. 001-32426).

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

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

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

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


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

**		Portions of exhibit 10.1 have been omitted pursuant to a request for confidential treatment.

- 23 -

EX-10.1 2 b75212weexv10w1.htm EX-10.1 AMENDED AND RESTATED SHORT TERM INCENTIVE PROGRAM exv10w1

Exhibit 10.1

[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 and/or Wright Express Financial Services Corporation.

2.3 Eligible Earnings means total gross pay for the applicable Plan Year, First Half-Year Period, or Second Half-Year Period (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. Under no circumstances shall the same earnings be applicable for more than one period covered by the Plan or included from a period in which the employee was not a Participant in accordance with section 2.6.

2.4 Effective Date means January 1, 2009.

2.5 MBO means management by objectives.

2.6 Participant means an eligible employee who participates in the Program for a Plan Year, First Half-Year Period or Second Half-Year Period 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.

Page 1 of 10

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

2.8 First Half-Year Period means the six-month period beginning on January 1^st and ending on June 30^th of the Plan Year.

2.9 Second Half-Year Period means the six-month period beginning on July 1^st and ending on December 31^st of the Plan Year.

2.10 Program means this Wright Express Corporation Short-Term Incentive Program, as amended from time to time, including the provisions of any Appendix, which are 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 payout under a subsidiary bonus program, a commission plan, or a high performance pay plan of the Company; and

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

(c) The employee is generally considered a manager, director, vice president, senior vice president, executive vice president, or chief executive officer within the Company’s human resources information system; and

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

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

(a) The employee is not eligible for payout under a subsidiary bonus program, a commission plan, or a high performance pay plan of the Company; and

(b) Except as provided in Section 3.2, the employee is actively employed on the bonus payment date for the applicable half year; and

(c) The employee is generally categorized as an individual contributor or a team leader within the Company’s human resources information system; and

(d) The employee commences employment on or before May 1 of the Plan Year.

Page 2 of 10

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

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

(e) The employee is not eligible for payout under a subsidiary bonus program, a commission plan, or a high performance pay plan of the Company; and

(f) Except as provided in Section 3.2, the employee is actively employed on the bonus payment date for the applicable half year; and

(g) The employee is generally categorized as an individual contributor or a team leader within the Company’s human resources information system; and

(h) The employee commences employment on or before November 1 of the Plan Year.

3.2 Special Rules

(a) A Participant who dies or becomes totally disabled during a Plan Year, First Half-Year Period, or Second Half-Year Period (as determined under the Company’s Long-Term Disability program) may receive a pro-rated bonus for the applicable year or half-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, First Half-Year Period, or Second Half-Year Period due to an approved leave of absence may receive a bonus for the applicable year or half-year based on his or her Eligible Earnings during the period of the Participant’s active employment upon his or her return to active employment by the Company.

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

ARTICLE 4- 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

Page 3 of 10

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

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 or Second Half-Year Period may be adjusted 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, or Executive Vice President as applicable, and the Company’s Chairman 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 or half-year. In this regard, neither the CEO nor any other executive officer is to be considered as an “associate.”

The performance measures applicable to a Plan Year, First Half-Year Period, or Second Half-Year Period 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 or half-year, by no later than March 31 of the following year.

5.2 Position Changes

“Position changes” include promotions, demotions, and transfers between positions and/or departments. All calculations shall be made based on each Participant’s applicable Eligible Earnings and the Participant’s position and STIP percentage at the end of the applicable performance period. If a position change results in a Participant moving from eligibility for Full-Year participation to eligibility for Half-Year participation after the First Half-Year has been measured and paid out, the Eligible Earnings for the entire year will be utilized in calculating the Participant’s Second Half-Year payout.

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 Board of Directors, which may delegate administrative responsibility in whole or in part to the Chairman 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

Page 4 of 10

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

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 Chairman 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 Chairman 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 Chairman 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.

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.

Page 5 of 10

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

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 10th day of March, 2009.


WRIGHT EXPRESS CORPORATION
By:	/s/ Robert C. Cornett
	Robert C. Cornett
Its:	Senior Vice President, Human Resources

Date: March 10, 2009

Page 6 of 10

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

APPENDIX I
2009 STIP FACTORS

STIP Weightings for Plan Year Calculations and Payout


				Strategic or
	Adj Net			Operational
	Income			MBO
SVP and Above		60	%		40	%
Vice Presidents, Directors and Managers		60	%		40	%
Team Leaders and Associates		100	%		N/A

Payout Levels

In 2009, 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		25	%
Threshold/Target		62.5	%
Target		100	%
Target/Max		150	%
Max		200	%

Note: Payout levels must be fully achieved for payout. Payout levels of the corporate metric payout levels are incrementalized. Certain other objectively measurable MBOs will also be incrementalized. All other MBOs are paid at the lowest performance result level achieved unless identified as an incrementalized MBO. If actual performance for strategic or operational MBOs falls between target and target/max, which is the midpoint between target and max, payout is at target. If performance falls between target/max and maximum levels, payout is at target/max

MBOs

Corporate MBOs:


	Threshold	Target	Maximum
Performance Goal	Performance	Performance	Performance
Adj Net Income Full-Year¹	$ [**]m	$ [**]m	$ [**]m
Adj Net Income First Half-Year²	$[**]m	$[**]m	$[**]m
Adj Net Income Second Half-Year³	Set by 8/31/09	Set by 8/31/09	Set by 8/31/09


¹		Adjusted Net Income Full Year means Adjusted Net Income as reported in the Corporation’s Form 8-K filing reporting the Corporation’s results for the 4th Quarter of 2009 and may be

Page 7 of 10

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


		adjusted to exclude the following items (if any): losses from discontinued operations, the cumulative effects 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 or state tax rates, extraordinary items of loss or expense, and any other unusual or nonrecurring items of loss or expense, including restructuring charges. The Compensation Committee may exercise discretion to include all or part of an item of loss or expense.

²		Adjusted Net Income First Half-Year means Adjusted Net Income as reported in the Corporation’s Form 8-K filing reporting the Corporation’s results for the 2^nd Quarter of 2009 and may be adjusted to exclude the following items (if any): losses from discontinued operations, the cumulative effects 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 or state tax rates, extraordinary items of loss or expense, and any other unusual or nonrecurring items of loss or expense, including restructuring charges. The Compensation Committee may exercise discretion to include all or part of an item of loss or expense.

Executive Officer Strategic MBOs: CEO, EVPs, and SVPs generally share the following strategic MBOs for 2009:

MBO:


Performance Goal	Threshold Performance	Target Performance	Maximum Performance
PPG¹ Adjusted Revenue²	$[**]m	$[**]m	$[**]m
Diversified Pre-Tax ANI	$[**]m	$[**]m	$[**]m

Diversified ANI


		2009 Budget
Strategic Initiatives		(millions)
[**]		[**]
[**]		[**]
[**]		[**]
[**]		[**]
[**]		[**]
[**]		[**]
[**]	$	[**]
Total	$	[**]


¹		PPG: Price Per Gallon

²		PPG Adjusted Revenue is reported 2009 Revenue adjusted for the difference between reported 2009 PPG and Board-approved budgeted 2009 PPG.

Vice President MBOs: Each Vice President generally has 1-2 MBOs, which may include a targeted strategic or operational MBO.

Page 8 of 10

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

Manager MBOs: Each Manager or Director generally has 1-2 MBOs. Manager MBOs will generally mirror the MBOs assigned to their VP, however, in some cases managers may be assigned a targeted strategic or operational MBO.

STIP Weightings for First Half-Year Period Calculations and Payout


	Adj Net Income
Associates and Team Leaders		100	%

Payout Levels for First Half-Year Period

In 2009, 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		25	%
Threshold/Target		62.5	%
Target		100	%
Target/Max		100	%
Max		100	%

Note: Payout levels of the corporate metric payout levels will be incrementalized.

Payout Levels for Second Half-Year Period

In 2009, 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		25	%
Threshold/Target		62.5	%
Target		100	%
Target/Max		150	%
Max		200	%

Note: Payout levels of the corporate metric payout levels will be incrementalized.

Special Provision for Payout of First Half-Year Periods where Actual Performance Exceeds Target

In the case of a First Half-Year Period where the actual performance exceeds Target, payout will be capped at Target. The Chairman, President, and Chief Executive Officer may exercise discretion to modify First Half-Year Period and Second Half-Year Period payouts based on Company performance or other factors.

Page 9 of 10

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

Sales Leadership Incentive Plans:

Individuals in certain, specified jobs within the leadership positions of the sales function will have additional incentive opportunity under this program. These additional incentive opportunities are as follows:

2009 EVP, Sales and Marketing and SVP, Corporate Payment Solutions Incentive Plan


						2009
				2009		MasterCard
2009 New	New Funded			MasterCard		New Business
Funded	Gallons			New Business		Profitability			Overall Plan
Gallons	Performance			Profitability		Performance			Performance	EVP, Sales		SVP, Sales
(75%)	Level			(25%)		Level			Level	Payout		Payout
[**]		100	%	$	[**]		100	%	Miss	$	—	$	—
[**]		110	%	$	[**]		115	%	Threshold	$	50,000	$	25,000
[**]		120	%	$	[**]		125	%	Target	$	100,000	$	50,000
[**]		125	%	$	[**]		135	%	Target/Max	$	150,000	$	75,000
[**]		130	%	$	[**]		140	%	Max	$	200,000	$	100,000

No payout below Threshold level in the plan

Payout for performance between levels above threshold will be incrementalized

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

Page 10 of 10

EX-10.2 3 b75212weexv10w2.htm EX-10.2 WRIGHT EXPRESS CORPORATION AMENDED AND RESTATED LONG TERM INCENTIVE PROGRAM. exv10w2

Exhibit 10.2

2009 Long Term Incentive Program

Award Date:

March 5, 2009

Unit Allocation Ratio:

•		50% of total individual grant is granted as Restricted Stock Units

•		50% of total individual grant is granted as Non-Qualified Stock Options using strike price as of March 5, 2009

Vesting Schedule:

The award vests at a rate of one third each year over 3 years.

Example:

Grant Received:

	•		Award Value: $30,000

	•		Ratio of RSUs/Options in Award: 50/50

	•		Award Date: March 5, 2009

	•		WEX Stock Price on March 5, 2009: $13.60

	•		Total RSUs in award: 1000 (50% of total grant based on WEX stock price of $13.60)

	•		Total Options in award: 1000 (50% of total grant based on WEX stock price of $13.60)

Vesting Schedule:

•

First vesting event: March 5, 2010

	o		RSUs vesting: 333 (one third of total RSUs granted)

	o		Options vesting: 333 (one third of total Options granted)

•

Second vesting event: March 5, 2011

	o		RSUs vesting: 333 (one third of total RSUs granted)

	o		Options vesting: 333 (one third of total Options granted)

•

Third vesting event: March 5, 2012

	o		RSUs vesting: 334 (one third of total RSUs granted)

	o		Options vesting: 334 (one third of total Options granted)

EX-31.1 4 b75212weexv31w1.htm EX-31.1 SECTION 302 CERTIFICATION OF CEO exv31w1

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

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 7, 2009


/s/ Michael E. Dubyak
Michael E. Dubyak
President and Chief Executive Officer

EX-31.2 5 b75212weexv31w2.htm EX-31.2 SECTION 302 CERTIFICATION OF CFO exv31w2

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

	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 7, 2009


/s/ Melissa D. Smith
Melissa D. Smith
CFO and Executive Vice President, Finance and Operations

EX-32.1 6 b75212weexv32w1.htm EX-32.1 SECTION 906 CERTIFICATION OF CEO exv32w1

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 May 6, 2009 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 7, 2009

EX-32.2 7 b75212weexv32w2.htm EX-32.2 SECTION 906 CERTIFICATION OF CFO exv32w2

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, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Melissa D. Smith, CFO and Executive Vice President, Finance and Operations 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
CFO and Executive Vice President, Finance and Operations
May 7, 2009

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