As Filed With The Securities And Exchange Commission On November 22, 2004January 18, 2005

Registration No. 333-            333-120679

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 2

to

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

WRIGHT EXPRESS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

97 Darling Avenue

South Portland, Maine 04106

(207) 773-8171

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Hilary A. Rapkin, Esq.

Vice President and General Counsel

Wright Express Corporation

97 Darling Avenue

South Portland, Maine 04106

(207) 773-8171

(Names, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

With Copies To:

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:    As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨

CALCULATION OF REGISTRATION FEE

(1) Includes shares subject to the underwriters’ over-allotment option.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o).

(3) Rights initially will trade together with the common stock. The value attributable to the rights, if any, is reflected in the market price of the common stock.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We and the selling stockholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we and the selling stockholder are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated November 22, 2004January 18, 2005

Preliminary Prospectus

            shares

Common stock

This is an initial public offering of shares of common stock of Wright Express Corporation. Cendant Corporation, the sole stockholder of Wright Express, is offering              shares.shares and is selling its entire ownership interest in Wright Express in connection with this offering. Wright Express will not receive any proceeds from the sale of the shares being offered hereby, unless the underwriters exercise their option to purchase additional shares. Prior to this offering, there has been no public market for the common stock. The estimated initial public offering price is between $             and $             per share.

We intend to list our common stock on the New York Stock Exchange under the symbol WXS.

Wright Express has granted the underwriters an option for a period of 30 days to purchase up to              additional shares of common stock to cover any over-allotments.

Investing in our common stock involves a high degree of risk. See “Risk factors” beginning on page 12.13.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Banc of America Securities LLC

Citigroup

Deutsche Bank Securities

Goldman, Sachs & Co.

Lehman Brothers

UBS Investment Bank

Wachovia Securities

                    , 20042005

Table of contents

Prospectus summary

This summary highlights information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including the section entitled “Risk factors” and our financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless otherwise indicated, the terms “Wright Express,” the “Company,” “we,” “us” and “our” refer to Wright Express Corporation together with its subsidiaries as of the date of this offering.

Wright Express

We are a leading provider of payment processing and information management services to the U.S. commercial and government vehicle fleet industry. We provide fleets using our services with detailed transaction data, analysis tools and purchase control capabilities. We capture transaction data at more than 180,000 fuel and vehicle maintenance locations, including over 90% of the nation’s retail fuel locations and 40,00041,000 vehicle maintenance locations. We market our services directly to businesses and government agencies with vehicle fleets, as well as through 87 strategic relationships with fleet management companies, automotive manufacturers, fuel retailers and other companies.

We collect a broad array of transaction information at the point of sale, including the amount of the expenditure, the identification of the driver and vehicle, the odometer reading, the identity of the fuel or vehicle maintenance provider and the items purchased. This data is captured through our network, which consists of fuel and maintenance locations utilizing our proprietary software. Our network is one of the largest of its kind, and we refer to it as a “closed” network because it is only accessible through the use of our fleet charge cards. Data collected through our network, together with our purchase controls, allows us to provide fleets with comprehensive information and analysis tools to effectively manage their vehicle fleets and control costs.

We maintain long-standing relationships with our customers and strategic relationships whose ongoing fuel requirements provide us with a recurring transaction base upon which we continue to grow our business. We currently process transactions for over 270,000280,000 commercial and government vehicle fleets with more than 3.8approximately 3.9 million vehicles. During the five-year period ended December 31, 2003,2004, the number of transactions we processed for fleets grew at a compound annual rate of 16%13% to 189.1205.8 million, while the aggregate dollar value of those transactions grew at a compound annual rate of 26%24% to $5.7$7.4 billion.

Our revenues are primarily affected by the number and dollar value of the transactions we process through our network. Depending on the nature of the products and services we provide to fleets, we earn payment processing revenue, transaction processing revenue and account servicing revenue.

•  Payment processing revenue is generated from transactions in which we process and make payments to fuel or maintenance providers on behalf of fleets. A majority of payment processing revenue is based on a percentage of the aggregate dollar amount of purchases made by fleet customers at fuel and vehicle maintenance locations on our

network. We typically collect the total purchase price from the fleet within one month of the billing date.

•  Transaction processing revenue is typically generated from fixed fees we charge to some of our strategic relationships for each transaction we process and for which we generally do not make payment to fuel and maintenance providers on behalf of fleets.

•  Account servicing revenue is generated from recurring monthly account servicing fees paid by fleet customers and strategic relationships and is based on the number of vehicles for which we provide services.

In 2003, our revenues and net income were $156.9 million and $34.6 million, respectively, which represent five-year compound annual growth rates of 22% and 55%, respectively. For the nine months ended September 30, 2004, our revenues and net income were $138.7 million and $37.0 million, respectively.

We market our payment processing and information management services across multiple channels by utilizing both our own sales force and the sales forces of companies with which we have strategic relationships. The table below sets forth, as of September 30,December 31, 2004, information about the fleets and vehicles we service by marketing channel:

We also offer a corporate MasterCard charge card product, primarily to businesses outside of the fleet vehicle industry. In 2003,2004, we processed 5.6$717.4 million of corporate MasterCard transactions totaling $570.9 million.purchase volume. Over the three-year period ended December 31, 2003, the number of transactions we processed and2004, the aggregate purchase volume of our MasterCard product grew at a compound annual ratesrate of 15% and 47%, respectively.32%. Our MasterCard business customers generally pay their balance within one month from the billing date.

Competitive strengths

We believe the following competitive strengths distinguish us in our industry:

•  leading industry position;

•  broad “go-to-market” approach across our marketing channels;

•  proprietary closed network of over 180,000 fuel and vehicle maintenance locations;

•  comprehensive information services, purchase controls and technology capabilities;

•  highly scalable business model;

•  superior customer service; and

•  experienced senior management team.

Our growth strategies

We intend to pursue the following growth strategies:

•  Enhance our leadership position. We plan to enhance our industry position as a leading provider of payment processing and information management services to commercial and government fleets in the United States by continuing to deliver superior services to our customers. We will continue to refine our customer acquisitioncustomers and retention efforts based on the information we collect in our proprietary database as well as continueby continuing to establish new strategic relationships.

•  Increase our penetration of the small fleet segment.category. We plan to increase our penetration into the small fleet segment,category, which is comprised of fleets with fewer than 25 vehicles. We believe the small fleet segmentcategory is large and under-penetrated by payment processing and information management services similar to ours. We plan to target small fleets through our affiliations with local fuel distributors who market our services to their small fleet customers. In addition, we plan to tailor our product offerings to the preferences of small fleets, such as by providing loyalty-based programs. We believe these product offerings will help us attract new small fleet customers while retaining existing small fleet customers and increasing their usage of our services. Finally, we will continue to focus on this segment through our sales force and by working with the sales forces of the companies with which we maintain strategic relationships.distributors.

•  Expand our product and service offerings.We believe there are significant opportunities for us to expand our product and service offerings into other industry segments.by:

•  Our revenue from vehicle maintenance transactions has not been significant historically. We plan to expandexpanding the Wright Express Service Network, which is the vehicle maintenance portion of our proprietary closed network, by increasing the number of vehicle maintenance providers that participate in our network. We also plan to extend the program to additional customers of our strategic relationships and encourage the use of this program by our existing customers.network;

•  We believe we can better penetrate thefurther penetrating heavy truck segment and achieve a higher share of fuel and vehicle maintenance expenditures by increasing our marketing efforts to heavy truck fleets.

•  We have expanded, and intend to continue to expand, our product and service offerings to include otheradding additional fueling sites, such as truckstops and private locations, as well as mobile fueling. This allows us to offer total fuel management services to fleets with diversified fueling needs.fueling; and

•  We plan to market our fleet payment processing and information management services internationally by working with our existing strategic relationships and forming new strategic relationships with companies abroad.expanding internationally.

•  Utilize our technology to continue to improve our information management services and reporting capabilities. We have invested, and will continue to invest, in updating our technology infrastructure in order to:

•  enhance our ability to capture additional data and enable fleets to have more control over purchases at the point of sale;

•  increase the speed and the degree of customization of the reporting we provide to our customers;

•  enhance e-commerce capabilities to allow for online payments; and

•  increase the scalability of our technology platform to help us better address the different data needs of customers and strategic relationships;relationships and

•  broaden our capability to provide our services internationally.

•  Broaden our MasterCard product. We believe we can offer a differentiated charge card product to businesses in other industries that can utilize our information management services. In addition, we consider our corporate MasterCard charge card to be a beneficial supplement to our core product offering for fleets that need to make non-vehicle related purchases. We also plan to expand our MasterCard charge card product to increase our transaction processing volume in areas such as commercial travel and entertainment and purchasing.

Our liquidity sources

We fund our operating requirements primarily through cash flow generated from our operations and the issuance of certificates of deposit, money market accounts, customer deposits and borrowed federal funds through our bank subsidiary. As discussed below in “—New indebtedness,Concurrent financing transactions,” concurrently with the closing of this offering, we intend to enter into a new revolving credit facility with a syndicate of financial institutions that will provide for borrowings of up to $100.0 million, of which we expect $50.0 million will be borrowed at closing to fund a portion of the special dividend that we intend to pay to Cendant in connection with this offering.

Concurrent financing transactions

Concurrently with the closing of this offering, we intend to enter into a new credit agreement with a syndicate of financial institutions, including affiliates of certain underwriters of this offering, consisting of a $five-year $220.0 million term loan and a five-year revolving credit facility that will provide for borrowings of up to $$100.0 million. The term loan and the revolving credit facility will bear interest at floating rates tied to either the Prime Rate or LIBOR. We expect to use all of the net proceeds from the term loan and approximately $50.0 million of borrowings under our revolving credit facility to fund part of the cash portion of the special dividend to be paid to Cendant. The new credit agreement will contain restrictions on our operating flexibility and our ability to pay dividends to our stockholders. In addition, prior to the closing of the offering, we intend to issue          shares of non-voting convertible preferred stock, with an aggregate liquidation preference of approximately $8.0 million to Cendant, which will be sold by Cendant to an unaffiliated institutional investor concurrently with the closing of this offering. We will not receive any of the proceeds from such sale by Cendant.

The closing of this offering, the entry into the new credit agreement and the sale of the non-voting convertible preferred stock by Cendant are all mutually conditioned upon one another, and no such transaction will be completed unless all of such transactions are completed.

Risk factors

An investment in our common stock is subject to a number of risks and uncertainties. Before investing in our common stock, you should carefully consider the following, as well as the more detailed discussion of risk factors and other information included in this prospectus:

•  the majority of our revenues and net income directly correlates to the dollar amount of fuel purchased by our customers, and, as a result, volatility in fuel prices could have an adverse effect on our results of operations;

•  we face significant competition and pricing pressure from existing competitors in our industry and may face increased competition from large financial institutions and major oil companies;

•  since we will likely have variable-rate indebtedness under our new credit facilityagreement and we finance customer transactions with operating debt, rising interest rates would reduce our net income;

•  as an independent public company, we will incur increased costs;

•  we will rely on Cendant to provide transitional services to us and may not be able to replace those services at the same cost;

•  we may incur significant liability to Cendant pursuant to the indemnification provisions of the transitional agreement; and

•  immediately prior to the completion of this offering, we will declare a special dividend to Cendant in an amount of $             million (consisting of $             million of cash and cancellation of a receivable from Cendant of $             million).not expected to exceed $325.0 million. The cash portion of the special dividend will be funded from the net proceeds of a $             million term loanborrowings under our new credit agreement and excess cash on hand. The special dividend will benefit only Cendant and not you as a stockholder following this offering.

Relationship with Cendant

Wright Express, which began operations in 1983, was acquired in February 1996 by an entity that subsequently merged into HFS Incorporated to form Cendant in December 1997. In June 1999, Wright Express was sold to Avis Group Holdings, Inc., which was acquired by Cendant in March 2001. Between June 1999 and March 2001, Cendant beneficially owned approximately 20% of Avis’s common stock and was Avis’s largest stockholder. Accordingly, Cendant has played a significant role in the management and growth of Wright Express since 1997. See “Business—Our history.”

Cendant is selling its entire ownership interest in us in connection with this offering. We will not receive any proceeds from this offering unless the underwriters’ option to purchase additional shares is exercised. Assuming this offering is completed at the midpoint of the offering price range set forth on the cover page of this prospectus, Cendant anticipates that it will receive approximately $             billion in connection with the disposition of its ownership interest in us. This amount consists of approximately $             million in net proceeds from the sale of shares of common stock offered by Cendant in this offering, approximately $8.0 million in proceeds from the concurrent sale of non-voting convertible preferred stock and a special dividend to Cendant

of approximately $310.3 million. The special dividend, which will be declared immediately prior to the completion of this offering, will consist of the cancellation of a receivable due from Cendant of approximately $16.3 million and approximately $294.0 million in cash. $270.0 million of the cash portion of the special dividend will be funded through borrowings under a new credit agreement that we intend to enter into concurrently with the closing of this offering, and approximately $24.0 million will be funded from excess cash on hand. The actual amount of the special dividend may be different than the amount stated above depending upon the balance of the receivable due from Cendant at the time the special dividend is declared. The special dividend is not expected to exceed $325.0 million.

Concurrently with the closing of this offering, we will enter into a transitional agreement with Cendant to provide for an orderly transition to being an independent public company and to govern continuing business arrangements between us and Cendant. Under the transitional agreement, Cendant will agree to provide us with various services that are important to our business.

These services will include, among others:

•  human resources, employee benefits and payroll;

•  tax support and internal audit services; and

•  telecommunications and information technology.

We estimate that we will incur costs of approximately $$0.5 million for transitional services infor the 12 monthfirst 12-month period following the closing of this offering. These costs are comparable to the costs we have incurred for similar services provided by Cendant prior to this offering. The transitional agreement will also provide that we will indemnify Cendant and its affiliates for potential losses related to the operation of our business prior to this offering and for other matters.

We expect to enter into a tax receivable agreement with Cendant in connection with this offering and related transactions. We expect that, as a result of these transactions, future income taxes that we might otherwise be required to pay to various tax authorities will be reduced as a result of an increase in the tax basis of our tangible and intangible assets. Pursuant to the tax receivable agreement, we will be required to pay to Cendant 85% of the amounts by which our income taxes are actually reduced, subject to repayment provisions if it is determined that these tax savings should not have been available to us. While the actual amount and timing of any payments under the tax receivable agreement will vary depending upon a number of factors, such payments could be substantial. See “Certain relationships and related-party transactions—Tax receivable agreement.”

New indebtedness

Concurrently with the closing of this offering, we intend to enter into a new credit facility with a syndicate of financial institutions, including affiliates of several of the underwriters of this offering, consisting of a         -year $             million term loan and a         -year revolving credit facility, which will provide for borrowings of up to $             million. The term loan and the revolving credit facility will bear interest at floating rates tied to either the Prime rate or LIBOR. We expect to use all of the net proceeds from the term loan to fund part of the cash portion of the special dividend to be paid to Cendant. The new credit facility may contain restrictions on our operating flexibility and our ability to pay dividends to our stockholders.

Corporate information

Throughout this prospectus, we refer to Wright Express Corporation, a Delaware corporation formed in November 2004, as the “Issuer.” Currently,The Issuer was formed as a holding company for the businesspurpose of effecting this offering, and at all times prior to the completion of this offering, the Issuer will be a wholly owned subsidiary of Cendant with no material assets, liabilities or independent operations. Wright Express that is described throughout this prospectus is conducted by Wright Express LLC and its consolidated subsidiaries and Wright Express Solutions and Technologies, LLC. LLC

are wholly owned subsidiaries of Cendant that currently own and manage all of the operations described in this prospectus. Wright Express LLC began operations in 1983 as a Maine corporation and was acquired in February 1996 by an entity that subsequently merged into HFS Incorporated to form Cendant in December 1997. In June 1999, Wright Express was sold to Avis Group Holdings, Inc., which was acquired by Cendant in March 2001.

Prior to the consummationcompletion of this offering, the assets of Wright Express Solutions and Technologies, LLC will become a subsidiary ofbe transferred to Wright Express LLC andLLC. Wright Express LLC will be contributed to the Issuer and subsequently merged with and into Wright Express Holding Corporation, a wholly owned subsidiary of the Issuer. Wright Express Holding Corporation will be the surviving corporation of this merger. As of the closing of this offering, our only material asset will be 100% of the equity in Wright Express Holding Corporation, which will be our principal operating subsidiary and which will own all of the operations currently conducted by Wright Express LLC and Wright Express Solutions and Technologies, LLC.

Our principal executive offices are located at 97 Darling Avenue, South Portland, Maine 04106. Our Internet website address is http://www.wrightexpress.com. Information accessible on our website is not, and should not be considered, part of this prospectus.

Wright Express^®, WEX^®, WEXOnline^® and WEXIndex^® are trademarks of ours.

The offering

Unless otherwise indicated, information throughout this prospectus excludes:

•  The exercise by the underwriters of their option to purchase additional shares of our common stock. If the underwriters exercise their option to purchase additional shares in full, we will issue additional              shares of common stock;

•  Approximately              shares of common stock issuable at any time following the five- year anniversary of this offering upon conversion of              shares of non-voting convertible preferred stock that will be outstanding following completion of this offering; and

•  Approximately              shares of common stock (or approximately     % of the shares of common stock outstanding after this offering) consisting of:

•  approximately              shares of common stock issuable upon the exercise of unvested employeeunderlying restricted stock optionsunits to be granted on the date of pricing of this offering under our 2005 Equity and Incentive Plan;

•  approximately              shares of common stock underlying restricted stock units that will be issued upon completion of this offering under our 2005 Equity and Incentive Plan at an exercise price equal to the initial public offering price;in exchange for restricted stock units currently held by our executive officers and employees;

•  approximately              shares of common stock issuable upon the exercise or vesting of equity awardsvested employee stock options that will be issued upon completion of this offering under our 2005 Equity and Incentive Plan in exchange for vested Cendant equity awardsstock options currently held by our executive officers and employees;employees, at a weighted average exercise price of $        per share;

•  approximately                  shares of common stock issuable upon the exercise of vested employee stock options that will be issued upon completion of this offering under our 2005 Equity and Incentive Plan in exchange for unvested Cendant stock options currently held by our executive officers and employees, at a weighted average exercise price of $        per share; and

•  approximately              additional shares of common stock reserved for future grants under our 2005 Equity and Incentive Plan, our 401(k) plan and our employee stock purchase plan.

Following the closing ofThroughout this offering, our officersprospectus, share numbers and various employees will, at their option amounts to be issued shares of our common stock or equity awards based on our common stock in exchange for Cendant restricted stock units and options are based on the midpoint of the initial public offering price range set forth on the cover page of this prospectus and the average closing price of Cendant’s common stock options then held by them. Thisprice over a recent three trading day period. The actual amounts will change based on our stock price and Cendant’s stock price for the three trading days following the date of the final prospectus. Actual amounts outstanding may also be reduced to the extent our executive officers and employees elect not to exchange will be effected in a manner to be determinedtheir vested Cendant options prior to the closingpricing of this offering but which will, in any event, be based on a ratio that compares the value of our common stock to Cendant common stock.offering.

Summary combined financial information

The following tables contain summary combined financial data for Wright Express LLC and Wright Express Solutions and Technologies, LLC. Prior to completion of this offering, the assets of Wright Express Solutions and Technologies, LLC will be transferred to Wright Express LLC, and Wright Express LLC will be contributed to the Issuer and merged with and into Wright Express Holding Corporation, our wholly owned subsidiary. Wright Express Holding Corporation will have no material assets or operations prior to the merger with Wright Express LLC. These entities are under the common control of Cendant. As a result, the assets and liabilities of Wright Express LLC and Wright Express Solutions and Technologies, LLC will be recorded by the Issuer at their carrying values at the time of the contribution and merger. As of the closing of this offering, the equity interests of Wright Express Holding Corporation will constitute our sole material asset. You should read the summary combined financial data set forth below in conjunction with “Management’s discussion and analysis of financial condition and results of operations” and the financial statements and the related notes included elsewhere in this prospectus. We derived the financial data as of and for the years ended December 31, 2003 and 2002 from our audited financial statements included elsewhere in this prospectus. We derived the financial data as of September 30, 2004 and for the nine months ended September 30, 2004 and 2003 from the unaudited financial statements included elsewhere in this prospectus. Results for the interim periods are not necessarily indicative of results to be expected during the remainder of the fiscal year or for any future periods.

The following tables also contain summary pro forma as adjusted financial data for the Issuer. The summary pro forma as adjusted combined statement of income data for the nine months ended September 30, 2004 and the summary combined balance sheet data as of September 30, 2004 are unaudited and have been derived from the historical combined financial statements of Wright Express LLC and Wright Express Solutions and Technologies, LLC adjusted to give effect to the following:

•  the contribution of Wright Express LLC to the Issuer and the merger of Wright Express LLC with and into Wright Express Holding Corporation;Corporation, including the issuance by the Issuer of          shares of common stock and          shares of non-voting convertible preferred stock to a wholly owned subsidiary of Cendant as consideration for such contribution;

•  a special dividend to Cendant in the amount of $approximately $310.3 million including(consisting of approximately $294.0 million of cash and the cancellation of an intercompanya receivable andfrom Cendant of approximately $16.3 million);

•  the borrowing by us of $$270.0 million under a new term loan, and the use of excess cash on hand,credit agreement to fund the casha portion of the special dividend;

•  incremental costs associatedapproximately              shares of common stock issuable upon the exercise or vesting of equity awards that will be issued in connection with being an independentthis offering under our 2005 Equity and Incentive Plan;

•  incremental public company costs and differences in costs resulting from our separation from Cendant and related transactions; and

•  the issuance of          shares of common stock pursuant to          and the issuance of          shares to our executive officers and other employees under our 2005 Equity and Incentive Plan, as discussed elsewhere in this prospectus.a tax receivable agreement into which we will enter with Cendant.

		As of September 30, 2004							As of December 31, 2003
(in thousands)		Pro forma as adjusted				Actual
Selected balance sheet data
Cash and cash equivalents		$	24,974			$	28,974		$	22,134
Accounts receivable, net			454,133				454,133			302,317
Total assets			680,601				778,102			583,610
Accounts payable			211,648				211,648			125,666
Deposits and borrowed federal funds			221,772				197,772			115,784
New indebtedness			270,000				—			—
Series A non-voting convertible preferred stock(2)			8,000				—			—
Member’s/stockholders’ equity			(42,952	)			275,350			258,332

(1) Net income marginTotal MasterCard purchase volume reflects the aggregate dollar value of MasterCard purchase transactions processed by us on behalf of our customers.

(2) As the Series A non-voting convertible preferred stock is defined as net income divided by total revenues.subject to mandatory redemption ten years from the date of issuance, it has been classified outside of stockholders’ equity.

		As of September 30, 2004						As of December 31, 2003
(in thousands)		Pro forma as adjusted			Actual
Selected balance sheet data
Cash and cash equivalents		$			$	28,974		$	22,134
Accounts receivable, net						454,133			302,317
Total assets						778,102			583,610
Accounts payable						211,648			125,666
Deposits and borrowed federal funds						197,772			115,784
Long-term debt						—			—
Member’s/stockholders’ equity						275,350			258,332

Risk factors

You should carefully consider the following risks and all the information set forth in this prospectus before investing in our common stock. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition or results of operations.

Risks relating to our company

The majority of our revenues and net income directly correlates to the dollar amount of fuel purchased by our customers, and, as a result, volatility in fuel prices could have an adverse effect on our results of operations.

In 2003, approximately 61% of our total revenues was attributable to fees paid to us by fuel and vehicle maintenance providers based on a negotiated percentage of the purchase price paid by our customers. Our customers primarily purchase fuel. Accordingly, our revenues and profitability are largely dependent on fuel prices, which are prone to significant volatility. For example, we estimate that during 2003, a ten cent decline in average fuel prices below average actual prices would have resulted in approximately a $5.4 million decline in 2003 revenue and a $2.9 million decline in 2003 net income. Although we have benefited from historically high fuel prices during 2003 and the nine months ended September 30, 2004, a significant decline in the price of fuel in future periods could have a material adverse effect on our results of operations.

Fuel prices are dependent on several factors, all of which are beyond our control. These factors include, among others:

•  supply and demand for oil and gas, and expectations regarding supply and demand;

•  actions by the Organization of Petroleum Exporting Countries (OPEC), Russia, Mexico or Mexico;other major oil producing nations;

•  political conditions in other oil-producing and gas-producing countries, including insurgency, terrorism or war;

•  refinery capacity;

•  weather;

•  the prices of foreign exports and the availability of alternate fuel sources;

•  general worldwide economic conditions; and

•  governmental regulations and tariffs.

Our industry has become increasingly competitive, which makes it more difficult for us to maintain profit margins at historical levels.

We face increased levels of competition in each segmentcategory of the overall industry from several companies that seek to offer competing capabilities and services. Historically, we have primarily been able to provide customers with a unique spectrum of services and capabilities and, therefore, we have not considered price to be the exclusive or even the primary basis on which we compete. As our competitors have continued to develop their service offerings, it has become increasingly more difficult for us to compete solely on the basis of superior capabilities or service. In some areas of our business, we have been forced to respond to competitive pressures by

reducing our fees. For example, over the past few years we have experienced a steady decline in account servicing revenue as a percentage of total revenues. Account servicing revenue is the

revenue we earn from establishing and maintaining customer accounts. We have also experienced a small decline in the percentage of the dollar amount that we retain from transactions we process, which percentage we negotiate with fuel and vehicle maintenance providers. If these trends continue and if competition intensifies, our profitability may be adversely impacted.

While we have traditionally offered our services to all segmentscategories of the fleet industry, with particular emphasis on mid-sized and large commercial fleets, some of our competitors have successfully garnered significant share in particular segmentscategories of the overall industry. For example, we believe U.S. Bank Voyager Fleet Systems, Inc. has the largest share among the government fleet segmentcategory of the industry and Comdata Corporation has a significant share of the heavy truck segment.category. To the extent that our competitors are regarded as leaders in specific segments,categories, they may have an advantage over us as we attempt to further penetrate these segments.categories.

We also face increased competition from our competitors servicing the fleet industry in our efforts to forge relationships with companies that can afford us access to their fleet customers. This heightened level of competition makes it more difficult for us to enter into new relationships and renew existing relationships on the same terms.

We may face competition from large financial institutions which have not traditionally focused on our business.

Large financial institutions have not traditionally focused on providing fleets with products and services similar to ours, but they may do so in the future. Potential competitors, such as financial institutions that can issue Visa and MasterCard products and American Express credit and charge cards, may have substantially greater financial resources and brand name recognition than we have. Although these companies offer products and services with similar features to ours, they do not currently offer fleets the level of information management, security and purchasing control that we provide through our proprietary closed network. These companies may either develop applications that allow them to offer products with similar features to ours or enter into strategic alliances or other relationships. Large financial institutions may have pre-existing financial and other business relationships with companies with which we have strategic relationships. These companies could potentially bundle fleet services similar to those that we offer with a larger array of financial services. If these companies were to focus on providing these services to fleets, we could face significant competition and our ability to maintain and attract customers could be diminished.

Major oil companies may provide service offerings targeted toward their fleet customers, which may compete with our services.

Major oil companies have not traditionally provided universally-accepted transaction processing and information management services specifically tailored to their fleet customers. Rather, oil companies have entered into strategic relationships with us and other companies to provide these services, typically for a fee equal to a small percentage of the dollar amount of purchases or a fixed fee made by the small fleet customer at the oil company’s locations. To the extent major oil companies were to develop and promote universally-accepted fleet transaction services similar to ours, they could potentially offer fleets using their transaction services better fuel pricing at their locations than would be available to our customers, which would diminish the attractiveness of our offerings.

Our business and results of operations are dependent on several key strategic relationships, the loss of which could adversely affect our combined results of operations.

Revenue we received from services we provided to our top five strategic relationships accounted for approximately 27% of our revenues in 2003. Included in our top five strategic relationships are two of the largest North American oil companies and three of the largest domestic fleet management companies. For our co-branded and private label relationships, the ultimate fleet customer maintains a primary relationship with the fleet management company, automobile manufacturer or fuel retailer with which we have contracted to provide our services. In these situations, the fleet customer isThese fleets are often unaware of our role in providing services to it,them, and we are not in primary control of the relationship with the fleet customer. Accordingly, we are highly dependent on maintaining our strategic relationships and our business and results of operations may be prone to greater volatility and uncertainty than would be the case if we had direct relationships with all of the fleets for which we provided services.

Likewise, our proprietary closed network depends on ourwe also have agreements with the major oil companies and fuel retailers whose locations accept our payment processing services. Through these agreements, we are able to include their locations in our proprietary closed network. If the termination of any of these agreements reduces the number of locations where our payment processing services are accepted, we could lose our competitive advantage and our business and results of operations could be adversely affected.

Decreased demand for fuel and other vehicle products and services could harm our business and results of operations.

Our results of operations are dependent on the number of transactions we process and the dollar value of those transactions. We believe that our transaction volume is correlated with general economic conditions in the United States. A downturn in the United States economy is generally characterized by reduced commercial activity and, consequently, reduced purchasing of fuel and other vehicle products and services.

In addition, demand for fuel and other vehicle products and services may be reduced by other factors that are beyond our control, such as the development by vehicle manufacturers and adoption by our fleet customers of vehicles with greater fuel efficiency or alternative non-liquified fuel sources.

Our ability to remain competitive depends on our rapid implementation of new technology and systems, and our failure to effectively implement new technology could jeopardize our position as a leader in our industry.

As a provider of information management and payment processing services, we must constantly adapt and respond to the technological advances offered by our competitors and the informational requirements of our customers, including those related to the Internet, in order to maintain and improve upon our competitive position. We may not be able to expand our technological capabilities and service offerings as rapidly as our competitors, which could jeopardize our position as a leader in our industry.

In addition, rapidMarch 2005, we intend to transition a large strategic relationship to our new technology platform and we expect to continue to transition our customers and strategic relationships to our new technology platform over time. As we commence widespread implementation of new technologies and transitioning of systems, such as our current program to update our new

technology infrastructure,platform, there is a risk that programming errors, hardware constraints or other problems may occur. Such problems could result in service outages or

delays, corruption or loss of important data and/or customer dissatisfaction. We may not be able to implement our new operating systems without encountering problems that could harm our business.

We are dependent on technology systems and electronic communications networks managed by third parties which could result in our inability to prevent service disruptions.

Our ability to process and authorize transactions electronically depends on our ability to electronically communicate with our fuel and vehicle maintenance providers through point-of-sale devices and electronic networks that are owned and operated by third parties. The electronic communications networks upon which we depend are often subject to disruptions of various magnitudes and durations. Any severe disruption of one or all of these networks could impair our ability to authorize transactions or collect information about such transactions, which, in turn, could harm our reputation for dependable service and adversely affect our results of operations. In addition, our ability to collect enhanced data relating to our customers’ purchases may be limited by the use of older point-of-sale devices by fuel and vehicle maintenance providers. To the extent that fuel and vehicle maintenance providers within our network are slow to adopt advanced point-of-sale devices, we may not be able to offer the services and capabilities our customers demand.

If we fail to adequately assess and monitor credit risks of our customers, we could experience a significant increase in bad debt expense.

We are subject to the credit risk of a majority of our customers, many of which are small to mid-sized businesses. We use various formulae and models to screen potential customers and establish appropriate credit limits, but these formulae and models cannot eliminate all potential bad credit risks and may not prevent us from approving applications that are fraudulently completed. Increases in average fuel prices can require us to periodically increase credit limits for a significant number of our customers. Moreover, businesses that are good credit risks at the time of application may become bad credit risks over time and we may fail to detect such change. In times of economic recession, the number of our customers who default on payments owed to us tends to increase. If we fail to adequately manage our credit risks, our bad debt expense could be significantly higher than it has been in the past.

We are subjectThe loss or suspension of our charter for our Utah industrial bank would be disruptive to extensive governmental regulationour operations and oversight, which may significantly restrict the manner in which we conduct our business.increase costs.

To facilitate our payment processing operations, we provide credit to our customers through our Utah industrial bank. In addition, ourOur bank regulatory status enables us to issue certificates of deposit, which provide us with a relatively flexibleaccept money market deposits and inexpensive source ofborrow federal funds. In 2003, average deposits and borrowings by our bank subsidiary were approximately $140.2 million. These funds were used to support our operations.payment processing operations, which require us to make payments to fuel and maintenance providers on behalf of fleets. Our bank subsidiary also enables us to operate under a uniform set of state lending laws. Our bank operations are subject to extensive state and federal regulation. We are currently licensed on the state level by the Utah Department of Financial Institutions and at the federal level by the Federal Deposit Insurance Corporation. Continued licensing and federal deposit insurance are subject to ongoing satisfaction of compliance and safety and soundness requirements. For example, our bank must be well capitalized and satisfy a range of additional

capital requirements. If we failwere to comply withlose our bank charter, we would either outsource our credit support activities or perform these requirements for any reason,activities through our lending activities andcorporate parent company which would subject us to the mannercredit laws of each individual state in which we borrow funds to support those activitiesconduct business. Any such change would be adversely affected.disruptive to our business and could result in significant incremental costs. Moreover, our bank’s ability to pay dividends is subject to regulatory constraints, which may affect our ability to pay dividends to our stockholders. In addition, changes in the bank regulatory environment, including the implementation of new or varying measures or interpretations by the state of Utah or the U.S. federal government, may significantly affect or restrict the manner in which we conduct our business in the future.

We may not be able to adequately protect the data we collect about our customers, which could subject us to liability and damage our reputation.

We collect and store data about our customers and their fleets, including bank account information and spending data. Our customers expect us to keep this information in our confidence. We may experience attempts by experienced programmers or “hackers” to penetrate our network security. A party who is able to penetrate our network security could misappropriate our proprietary information or cause interruptions in our WEXOnline^® web site. We may be required to expend significant capital and other resources to protect against the threat of such security breaches or to alleviate problems caused by such breaches. Moreover, any security breach or inadvertent transmission of information about our customers could expose us to liability and/or litigation and cause damage to our reputation.

In addition, when we fund customer transactions, we typically assume the risk of losses due to unauthorized or fraudulent use of our charge cards, which could be substantial. We do not maintain any insurance to protect us against any such losses.

Since we will likely have approximately $$270.0 million of variable-rate indebtedness under our new credit facilityagreement and we finance customer transactions with deposits and borrowed federal funds, rising interest rates would reduce our net income.

We will have approximately $$270.0 million of indebtedness outstanding following this offering under our new credit facilityagreement that will bear interest at rates that vary with changes in overall market interest rates for instruments of similar term. Market interest rates, which were at historical low levels in 2003, have been rising steadily over the past several months. For every 1.0%, or 100 basis point, increase in market interest rates following this offering, we would incur approximately $$2.7 million per year in incremental financing interest expense under our new credit facility.agreement.

We would also face increased borrowing costs to fund our payment processing operations during periods of higher interest rates. During 2003, there was an average of 15 days between the date we paid fuel and maintenance providers for purchases made by our customers and accounts and the date we collected payment from them. During 2003, we had an average accounts receivable balance in respect of these funding activities of $328.9 million. We generally support our funding activities through the issuance of certificates of deposit, escrow deposits in the form of money market deposits, customer deposits and borrowed federal funds through our bank subsidiary, in each case, with maturities of less than six months. Accordingly, our borrowing costs fluctuate in proportion to short term-interest rates prevailing in the market. Our operating interest expense was $4.2 million in 2003. However, for every 1.0%, or 100 basis point, increase in average market

interest rates, we would have incurred approximately $1.4 million in incremental operating interest expense in 2003.

To the extent we are unable to hedge or otherwise mitigate our exposure to rising interest rates in the future, our income before income taxes will be reduced by the amount of incremental interest expense.

We depend on key management and if we are unable to retain those employees, we could lose valuable strategic and customer relationships.

We believe that our future depends, in part, on the continued services of our senior management team, including Michael Dubyak, our president and chief executive officer, who has been with

Wright Express since 1986. Losing the services of Mr. Dubyak or other members of our senior management team could adversely affect our strategic and customer relationships and impede our ability to execute our growth strategies. We do not currently maintain key person life insurance policies with respect to our executive officers.

We intend to enter into a credit facilityagreement that may restrict our operating flexibility.

Concurrently with the closing of this offering, we intend to enter into a $new credit agreement that will consist of a $220.0 million term loan and a revolving credit facility whichthat will provide for borrowings of up to $$100.0 million. The governing documents relating to the credit facility and term loan mayagreement will contain restrictions on our ability to:to, among other things:

•  pay dividends to our stockholders;

•  sell or transfer any of our property or assets;

•  incur more indebtedness;

•  grant or incur liens on our assets;

•  make investments, loans, advances or acquisitions;

•  enter into leases, make guarantees or assume contingent obligations;

•  engage in mergers, consolidations, liquidations or consolidations; anddissolutions;

•  engage in transactions with our affiliates.affiliates;

•  enter into sales or leasebacks; and

•  change our accounting policies or reporting practices.

The restrictions contained in the governing documents relating to the credit facility and term loanagreement could hurt our ability to finance our future operations or capital needs or make acquisitions that may be in our best interest. In addition, our credit facilityagreement will require that we comply with several financial maintenance covenants. Specifically, our new credit agreement will contain financial covenants requiring us to maintain a maximum leverage ratio of              and to maintain a minimum fixed charge coverage ratio of             . Our ability to comply with these financial requirements and other restrictions may be affected by events beyond our control, and our inability to comply with them could result in a default under our credit facility.agreement. If a default occurs under our revolving credit facility or term loan,agreement, the lenders under the revolving credit facility or term loan could elect to declare all of the outstanding borrowings, as well as accrued interest and fees, to be due and payable and require us to apply all of our available cash to repay those borrowings. In addition, a default may result in higher rates of interest and the inability to obtain additional capital.

We have benefited from being a subsidiary of much larger entities and we may not be able to maintain our historical growth rate as an independent company.

Cendant has been our parent company since March 2001, prior2001. From June 1999 to whichMarch 2001, Avis Group Holdings, Inc., or Avis, was our ultimate parent company. From December 1997 to June 1999, we were a wholly owned subsidiary of Cendant and, from February 1996 to December 1997, we were a wholly owned subsidiary of an entity that subsequently merged with HFS Incorporated to form Cendant. Accordingly, all of our recent growth has occurred while we were a subsidiary of much larger entities. In the past, our ability to establish important business relationships has been facilitated by our affiliation with these respective parent companies. Our co-branded strategic relationship with PHH Vehicle Management Services, LLC was established while we and it were subsidiaries of Avis. In addition, as a subsidiary of Cendant, we entered into agreements with Jackson Hewitt Tax Service Inc., formerly a subsidiary of Cendant, and Cendant Travel Distribution Services, Inc. to provide MasterCard products. These business relationships have contributed to our historical growth. As an independent company, we may not be able to sustain the same level of growth in our business as we have experienced as a subsidiary of Cendant or Avis. See “Certain relationships and related-party transactions.”

We will rely on Cendant to provide transitional services to us and may not be able to replace those services at the same cost.

Simultaneously with the closing of this offering, we will enter into an agreement that will require Cendant to provide transitional services to us. The terms of the services to be provided under the transitional agreement vary depending on the specific service to be provided, with the majority of the terms expiring by .December 31, 2005. We may be unable to sustain these services at the same level as when we were controlled by Cendant. After the expiration of this agreement, we may not be able to replace these services in a timely manner or on terms and conditions, including cost, as those we have historically received from Cendant. This agreement will be entered into in the context of a parent-subsidiary relationship and will be negotiated in the context of this offering. Accordingly, this agreement may not reflect terms that would have resulted from arms-length negotiations with unaffiliated third parties. After this offering, we intend to transition such services to similar services to be provided by our internal resources, as well as to contract with unaffiliated third party providers for which we expect to incur higher costs.

We may incur significant liability to Cendant pursuant to the indemnification provisions of the transitional agreement.

The transitional agreement will provide that we will indemnify Cendant and its affiliates against potential losses based on, arising out of or resulting from:

•  any breach by us of the transitional agreement with Cendant;

•  claims by third parties relating to the ownership or the operation of our assets or properties and the operation or conduct of our business, whether in the past or future, including any litigation pending against Cendant at the time of closing, if any, with respect thereto;

•  any other activities we engage in;

•  tax sharing arrangements;

•  any third party claims relating to other acts or omissions arising out of performance of the transitional agreement, the sublease or the sublease assignment and assumption agreement whether in the past or future;

•  any guaranty, keepwell, net worth or financial condition maintenance agreement of or by Cendant provided to any parties with respect to any of our or our subsidiaries’ actual or contingent obligations;

•  liabilities under the Securities Act of 1933 related to this offering; and

•  other matters described in the transitional agreement.

We will be required to pay Cendant for most of the tax benefits we receive in connection with this offering and related transactions.

We expect that, as a result of this offering and related transactions, the tax basis of our tangible and intangible assets will be increased. The amount of this increase in tax basis will primarily be dependent upon the anticipated initial public offering price of our common stock. We further expect that this increase in tax basis will reduce the amount of tax that we might otherwise be required to pay in the future. We intend

to enter into a tax receivable agreement with Cendant that will provide for the payment by us to Cendant of 85% of the amount of cash savings, if any, in U.S. federal income tax and state income tax that we actually realize as a result of thisthe increase in the tax basis and of certain other tax benefits related to our entering into the tax receivable agreement,assets above their basis currently shown on our books, subject to repayment if it is determined that these savings should not have been available to us. We expect to make these payments to Cendant on a quarterly basis over the expected 15-year term of the agreement. While the actual amount and timing of payments under the tax receivable agreement will vary depending upon a number of factors, including the actual initial public offering price for our common stock and the effective tax rate during the amortization period, we expect that, as a result of the size of the increase in the tax basis of our tangible and intangible assets, during the amortization period for such increased tax basis, the payments that may be made to Cendant could be substantial. Based on the midpoint of the range of the initial offering price for our common stock and assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize the full tax benefit of the increased amortization of our assets, we anticipate that future payments to Cendant will be approximately $             million in the aggregate over the expected 15-year term of the tax receivable agreement.

Actions taken by us prior to the completion of this offering are intended to be in the best interest of Cendant and such actions may conflict with your interests.

Prior to the completion of this offering, we have operated as a wholly owned subsidiary of Cendant. The purpose of this offering, the borrowings under the term loan,our new credit agreement, the tax receivable agreement and the payment of the special dividend to Cendant, each as described in this prospectus, is to maximize the consideration to Cendant in connection with the disposition by Cendant of its entire ownership interest in us through this offering. This purpose is not aligned with the interests of our stockholders following this offering, and in evaluating the transactions and agreements with Cendant that are described in this prospectus, you should be aware that actions taken by us prior to the completion of this offering are intended to be in the best interest of Cendant and such actions may conflict with your interests.

Specifically, immediately prior to the completion of this offering, we will declare a special dividend to Cendant in an amount of $not expected to exceed $325.0 million (consisting of $approximately $294.0 million of cash and cancellation of a receivable from Cendant of $up to $31.0 million). We intend to borrow $$270.0 million under a term loanour new credit agreement and use excess cash on hand in order to fund the cash portion of the special dividend. The special dividend will benefit only Cendant and not you as a stockholder following this offering.

Risks related to our common stock

There may be a limited public market for our common stock, and our stock price may experience volatility.

An active trading market for our common stock may not develop as a result of this offering or be sustained in the future. In addition, the stock market has from time to time experienced extreme price and volume fluctuations that often have been unrelated to the operating performance of particular companies. Changes in earnings estimates by analysts and economic and other external factors may have a significant impact on the market price of our common stock. Fluctuations or decreases in the trading price of our common stock may adversely affect the liquidity of the trading market for our common stock and our ability to raise capital through future equity financing.

If any person or entity controls 5% or more of our common stock and such person has caused a violation of applicable banking laws by its failure to obtain any required approvals prior to acquiring such common stock, we will have broad powersthe power to remedydirect the vote on such violation.person’s shares.

As owners of a Utah industrial bank, we are subject to banking regulations that require any entity that controls 5% or more of our common stock to obtain the prior approval of Utah

banking authorities, and any person or entity who controls 10% or more of our common stock must obtain the prior approval of 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 will require that if any entity intendingstockholder fails to acquire 5%provide us with satisfactory evidence that any required approvals have been obtained, we may, or morewill if required by state or federal regulators, direct that such stockholder’s shares be voted on a pro rata basis in proportion with all other votes cast with respect to any matter subject to a vote of our common stock or any person or entity intending to acquire 10% or more of our common stock obtain the prior approval of Utah and/or federal banking authorities, as applicable. We will require satisfactory evidence of such approvals within 10 days of any such transaction. If any purchaser fails to comply with these provisions, we may, at our option, declare any such holding null and void or voidable and exercise various other remedies including mandatory redemption and forced sales of such person’s shares.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 will 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, as our board of directors may determine, including rights to dividends and proceeds in a liquidation that are senior to the common stock. These provisions may make it more difficult or expensive for a third party to acquire a majority of our outstanding voting common stock. We are also 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 5% or more of our common stock after such purchase would be required to obtain the prior consent of Utah banking authorities and any purchaser of our common stock who would own 10% or more of our common stock would be required to obtain the consent of 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.

Our stockholder rights plan could prevent you from receiving a premium over the market price for your shares of common stock from a potential acquirer.

Prior to the completion of this offering, our board of directors will approve the adoption of a stockholder rights plan, which will become effective upon completion of this offering. This plan will entitle our stockholders to acquire shares of our common stock at a price equal to 50% of the then current market value in limited circumstances when a third party acquires 15% or more of our outstanding common stock or announces its intent to commence a tender offer for at least

15% of our common stock, in each case, in a transaction that our board of directors does not approve. The existence of these rights would significantly increase the cost of acquiring control of our company without the support of our board of directors because, under these limited circumstances, all of our stockholders, other than the person or group that caused the rights to become exercisable, would become entitled to purchase shares of our common stock at a discount. The existence of the rights plan could therefore deter potential acquirers and thereby reduce the likelihood that you will receive a premium for your common stock in an acquisition.

You will be immediately diluted by $             per share of common stock you purchase in this offering.

The net tangible book value of our assets as of September 30, 2004, after giving effect to this offering and related transactions, was approximately $             million, or $             per share. Based on the book value of our tangible assets and liabilities and assuming an initial public offering price of $             per share, which represents the midpoint of the price range on the cover of this prospectus, you will experience an immediate dilution of $             for each share of common stock that you purchase in this offering.

Special note regarding forward-looking statements

This prospectus, including the sections entitled “Prospectus summary,” “Risk factors,” “Management’s discussion and analysis of financial condition and results of operations” and “Business,” contains forward-looking statements. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks, uncertainties and other factors include those listed under “Risk factors” and elsewhere in this prospectus. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continues” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by law, we do not undertake any obligation to update any forward-looking statements for any reason after the date of this prospectus or to conform these statements to actual results or to changes in our expectations.

All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause results to differ materially from those indicated in such statements. We believe that these factors include, but are not limited to, the following:

•  volatility in fuel prices;

•  competition from existing competitors in our industry and from large financial institutions and major oil companies that have not traditionally focused on our business;

•  the loss of key strategic relationships;

•  decreased demand for fuel and other vehicle products and services and the effect of general economic conditions on the commercial activity of fleets;

•  our ability to rapidly implement new technology and systems;

•  our dependence on technology systems and electronic communications networks managed by third parties;

•  the credit risk of our customers;

•  the loss or suspension of our charter for, and changes in the governmental regulations relating to, our bank subsidiary;

•  our ability to adequately protect the data we collect about our customers;

•  changes in interest rates;

•  changes in our key management;

•  our compliance with covenants in our revolving credit facility and term loan;

•  our ability to sustain or negotiate services currently provided by Cendant at reasonable costs;

•  liability incurred pursuant to the indemnification provisions of the transitional agreement with Cendant;

•  our payment to Cendant for tax benefits;

•  restrictions on ownership of our common stock imposed by banking regulations; and

•  changes in accounting policies.

Use of proceeds

We will not receive any proceeds from the sale of shares of common stock being offered by Cendant. If the underwriters exercise their option to purchase additional shares in full, we estimate that the net proceeds to us from the additional shares of common stock will be $             million. We expect to use any net proceeds from the exercise of the underwriters’ option for general corporate purposes.purposes, which may include repayment of borrowings under our new revolving credit facility and share repurchases. Pending the use of such proceeds, we intend to invest the proceeds in short-term interest-bearing instruments or money-market accounts.

Dividend policy

We have no present intention to pay regular dividends on our common stock. Any determination to pay dividends to holders of our common stock in the future will be at the discretion of our board of directors and will depend on many factors, including our financial condition, earnings, legal requirements and other factors as the board of directors deems relevant.

The holder of each share of our non-voting convertible preferred stock is entitled to receive, out of funds legally available, cumulative cash dividends from the date of this offering at the rate of $             per annum, payable on a quarterly basis commencing             , 2005. We expect to make dividend payments to holders of our non-voting convertible preferred stock at an annual rate of 4.5% of the liquidation preference of the preferred stock, which will equal approximately $0.4 million per annum in the aggregate. Dividends on the non-voting convertible preferred stock will accrue whether or not we have earnings, whether or not we have funds legally available for the payment of such dividends and whether or not we declare such dividends.

We will depend on future dividends and other permitted payments from our subsidiaries to pay dividends to our stockholders. Our wholly owned bank subsidiary’s ability to pay dividends, as well as our ability to pay dividends, is subject to regulatory and other constraints. See “Business—Regulation—Restrictions on dividends.” In addition, our new credit facility mayagreement will limit our ability to pay dividends and we may in the future become subject to debt instruments or other agreements that further limit our ability to pay dividends. We have been, and until the completion of this offering will be, a wholly owned subsidiary of Cendant. We paid no dividends to Cendant in 2003 and $19.9$25.3 million of dividends to Cendant in the nine monthsyear ended September 30, 2004;December 31, 2004 in order to distribute excess cash on hand to our parent company, Cendant; however, such payments are not indicative of our future dividend policy.

Immediately prior to this offering, we will declare a special dividend to Cendant in an amount of approximately $310.3 million. The actual amount of the special dividend may be different than the amount stated above depending upon the balance of the receivable due from Cendant at the time the special dividend is declared. The special dividend is not expected to exceed $325.0 million. The purpose of the special dividend is to maximize the consideration to Cendant, our sole stockholder, in connection with the disposition by Cendant of its entire ownership interest in the amount of $             million.us through this offering.

Capitalization

The following table, which should be read in conjunction with “Management’s discussion and analysis of financial condition and results of operations” and the combined financial statements and the accompanying notes included elsewhere in this prospectus, sets forth the cash and cash equivalents and combined capitalization as of September 30, 2004 for:

•  Wright Express LLC and its consolidated subsidiaries and Wright Express Solutions and Technologies, LLC on an actual basis;

•  the Issuer on a pro forma basis to reflect the contribution of Wright Express LLC to the Issuer and the subsequent merger of Wright Express LLC with and into Wright Express Holding Corporation;Corporation, including the issuance by the Issuer of                  shares of common stock and                  shares of non-voting convertible preferred stock to a wholly owned subsidiary of Cendant as consideration for such contribution; and

•  the Issuer on a pro forma as adjusted basis to also reflect:

•  a special dividend to Cendant in thean amount of $approximately $310.3 million including(consisting of approximately $294.0 million of cash and cancellation of a receivable from Cendant of approximately $16.3 million); and

��  the borrowing by us of $$270.0 million under aour new term loan to fund a part of the cash portion of the special dividend; andcredit agreement.

•

(1) As the Series A non-voting convertible preferred stock is subject to mandatory redemption ten years from the date of issuance, it has been classified outside of shares of common stock pursuant to          and          shares to our executive officers and other employees under our 2005 Equity and Incentive Plan as discussed elsewhere in this prospectus.stockholders’ equity.

Dilution

Purchasers of our common stock in this offering will suffer an immediate and substantial dilution in net tangible book value per share. Dilution is the amount by which the offering price paid by the purchasers of our common stock exceeds the pro forma as adjusted net tangible book value per share of our common stock after the offering. Pro forma net tangible book value per share is determined at any date by subtracting our total liabilities from the total book value of our tangible assets and dividing the difference by the number of shares of our common stock deemed to be outstanding on the date the book value is determined.

At September 30, 2004, we had a net tangible book value of $137.9 million, or $             per share of common stock. After giving effect to adjustments relating to this offering as if they had occurred on September 30, 2004, our pro forma as adjusted net tangible book value at September 30, 2004 would have been $             million, or $             per share of common stock. To determine pro forma as adjusted net tangible book value per share, we adjusted the number of shares outstanding to give effect to the issuance of                  shares of the Issuer’s common stock to a wholly owned subsidiary of Cendant as consideration for the contribution of Wright Express LLC to the Issuer and                  shares of restricted common stock to our executive officers and other employees, which will occur on or about the closing date of this offering. We also adjusted the net tangible book value of our assets to give effect to the special dividend to Cendant.

The following table illustrates this per share dilution:

The discussion and table above exclude              shares of common stock issuable upon the exercise of stock options or vesting of restricted stock units that will be issued under our equity incentive plans2005 Equity and Incentive Plan on or about the closing date of this offering and              shares that will be available for future issuance under our equity incentive plans. To the extent that any of our outstandingthese options are exercised or restricted stock units vest, there will be further dilution to new investors. This table also excludes              shares of common stock issuable at any time following the five- year anniversary of this offering upon conversion of              shares of non-voting convertible preferred stock that will be outstanding following completion of this offering.

Selected historical combined financial data

Wright Express LLC and Wright Express Solutions and Technologies, LLC have been wholly owned subsidiaries of Cendant since March 2001. The following tables contain selected historical combined financial data of Wright Express LLC and Wright Express Solutions and Technologies, LLC as of and for the ten months ended December 31, 2001, for the years ended December 31, 2002 and 2003 and for the nine months ended September 30, 2003 and September 30, 2004. The tables also contain selected historical combined financial data of Wright Express LLC and Wright Express Solutions and Technologies, LLC when it wasthey were owned by Avis, the predecessor owner to Cendant, which are reflected at the historic cost basis of Avis as of and for the year ended December 31, 2000 and the two months ended February 28, 2001. The combined statement of income data and combined balance sheet data of Wright Express LLC and Wright Express Solutions and Technologies, LLC as of and for the ten months ended December 31, 2001 and for the years ended December 31, 2002 and 2003 have been derived from the audited combined financial statements. The combined statement of income data and combined balance sheet data as of and for the year ended December 31, 2000, the two months ended February 28, 2001, and the nine months ended September 30, 2003 and 2004 have been derived from our unaudited combined financial statements. In management’s opinion, the unaudited combined financial statements as of and for the nine months ended September 30, 2004 and 2003 have been prepared on substantially the same basis as the audited combined financial statements. Prior to the closing of this offering, Wright Express LLC will be contributed to the Issuer and subsequently merged with and into Wright Express Holding Corporation, our wholly owned subsidiary.Corporation.

The combined financial statements of Wright Express LLC and Wright Express Solutions and Technologies, LLC as of December 31, 2003 and 2002 for the years then ended, as well as, the ten-month period from March 1 to December 31, 2001 and Deloitte & Touche LLP’s audit report on these historical combined financial statements are included elsewhere in this prospectus. These financial statements may not be indicative of revenues, expenses, assets and liabilities that would have existed or resulted if Wright Express LLC and Wright Express Solutions and Technologies, LLC had operated independently of Cendant. The unaudited combined financial statements of Wright Express LLC and Wright Express Solutions and Technologies, LLC as of and for the year ended December 31, 2000 and the two month period from January 1, 2001 to February 28, 2001 are not included in this prospectus. These financial statements may not be indicative of revenues, expenses, assets and liabilities that would have existed or resulted if Wright Express LLC and Wright Express Solutions and Technologies, LLC had operated independently of Avis.

Historical results do not necessarily indicate results expected for any future period. The information below is qualified in its entirety by the detailed information included elsewhere in this prospectus and should be read in conjunction with “Management’s discussion and analysis of financial condition and results of operation,” “Business” and the combined financial statements and the accompanying notes included elsewhere in this prospectus.

(1) Net income margin is defined as net income dividedTotal MasterCard purchase volume reflects the aggregate dollar value of MasterCard purchase transactions processed by total revenues.us on behalf of our customers.

		Owned by Cendant															Owned by predecessor
		As of September 30,						As of December 31,									As of February 28,			As of December 31,
(in thousands)		2004			2003			2003			2002			2001			2001			2000
Selected balance sheet data
Cash and cash equivalents		$	28,974		$	24,570		$	22,134		$	14,439		$	13,598		$	34,888		$	10,048
Accounts receivable, net			454,133			352,794			302,317			250,272			207,320			266,491			288,422
Total assets			778,102			628,090			583,610			478,615			414,979			361,305			358,504
Accounts payable			211,648			158,716			125,666			102,126			102,329			126,780			116,851
Deposits and borrowed federal funds			197,772			161,750			115,784			109,918			82,278			120,687			140,891
Member’s equity			275,350			249,502			258,332			223,640			199,247			70,999			69,143

Unaudited pro forma combined financial statements

You should read the pro forma combined financial statements presented below in conjunction with the information under “Management’s discussion and analysis of financial condition and results of operations,” “Business” and our historical combined financial statements and the related notes thereto included elsewhere in this prospectus.

The pro forma combined statements of income for the year ended December 31, 2003 and the nine months ended September 30, 2004 are unaudited and have been derived from our historical combined financial statements adjusted to give effect to the initial public offering and the relatedfollowing transactions, described in the accompanying notes to the unaudited pro forma combined financial statements, as if they had occurred on January 1, 2003 with respect to the pro forma combined statements of income and as of September 30, 2004, respectively, with respect to the pro forma combined balance sheets. sheets:

The unaudited pro forma combined financial statements are based upon available information and assumptions that we believe are reasonable. These pro forma combined financial statements are not necessarily indicative of the results of future operations or the actual results that would have been achieved had the transactions occurred on the dates indicated.

Unaudited pro forma combined statement of income