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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 11-K
(Mark one)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number 001-32426
(Full title of the plan and the address of the plan, if different from
that of the issuer named below)
Wright Express Corporation Employee Savings Plan
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
Wright Express Corporation
97 Darling Avenue
South Portland, ME 04106
 
 

 


 

Wright Express Corporation
Employee Savings Plan
Table of Contents
     
  1
 
   
Financial Statements:
   
 
   
  2
 
   
  3
 
   
  4—7
 
   
   
 
   
  9
 
   
Note: All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.    
 
   
Consent of Independent Registered Public Accounting Firm
  Exhibit 23

 


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and Participants of
Wright Express Corporation Employee Savings Plan
South Portland, Maine
We have audited the accompanying statements of net assets available for benefits of Wright Express Corporation Employee Savings Plan (the “Plan”) as of December 31, 2006 and 2005, and the related statement of changes in net assets available for benefits for the year ended December 31, 2006. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2006 and 2005, and the changes in net assets available for benefits for the year ended December 31, 2006 in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 2 to the financial statements, in 2006 the Plan changed its method of accounting for fully benefit responsive contracts to conform to Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Contracts Held by Certain Investment Companies Subject to AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans and, retrospectively, adjusted the 2005 financial statements for the change.
Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2006, is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The schedule is the responsibility of the Plan’s management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2006 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.
/s/ DELOITTE & TOUCHE LLP
June 27, 2007

1


 

Wright Express Corporation
Employee Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2006 and 2005
                 
    2006   2005
Assets:
               
Participant–directed investments — at fair value
  $ 25,656,660     $ 19,146,258  
     
 
               
Receivables:
               
Employee contributions
    88,625       82,188  
Employer contributions
    56,923       48,958  
Loan repayments
    6,103       5,589  
Accrued income
    669       433  
     
Total receivables
    152,320       137,168  
 
               
     
Total Assets
    25,808,980       19,283,426  
     
 
               
Liabilities:
               
Payables for investment purchased
    151,651       136,734  
     
Net assets available for benefits at fair value
    25,657,329       19,146,692  
Adjustment from fair value to contract value for stable value fund
    52,187       39,870  
     
 
               
Net assets available for benefits
  $ 25,709,516     $ 19,186,562  
     
See notes to financial statements.

2


 

Wright Express Corporation
Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 2006
         
    2006  
Additions:
       
 
       
Contributions:
       
Participants
  $ 2,528,712  
Employer
    1,476,668  
Rollover
    434,856  
 
     
Total contributions
    4,440,236  
 
     
 
       
Investment income:
       
Net appreciation in fair value of investments
    1,760,130  
Dividends
    962,505  
Interest
    26,499  
 
     
Net investment income
    2,749,134  
 
       
 
     
Total additions
    7,189,370  
 
     
Deductions:
       
Benefits paid to participants
    665,471  
Administrative expenses
    945  
 
     
Total deductions
    666,416  
 
     
Net increase in net assets
    6,522,954  
 
       
Net assets available for benefits:
       
Beginning of year
    19,186,562  
 
     
End of year
  $ 25,709,516  
 
     
See notes to financial statements.

3


 

Wright Express Corporation
Employee Savings Plan
Notes to Financial Statements
1. DESCRIPTION OF THE PLAN
The following description of the Wright Express Corporation Employee Savings Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan documents for more information.
General
The Plan is a defined contribution plan established on February 23, 2005, by Wright Express Corporation (the “Company”) under the provisions of Section 401(a) of the Internal Revenue Code (the “Code”) and includes a qualified cash or deferred arrangement satisfying the safe harbor requirements of Sections 401(k)(12) and 401(m)(11) of the Code. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. The Plan Administrator is the Benefits Committee as designated by the Company’s Board of Directors. Merrill Lynch is the trustee of the Plan.
Eligibility
Each employee, who as of the date immediately prior to February 23, 2005, was eligible to participate in a qualified defined contribution plan of Cendant Corporation, the Company’s former parent company, became a participant on the later of (i) February 23, 2005, or (ii) the date such employee ceased participation in such other qualified defined contribution plan. Employees of the Company who were not prior employees of Cendant Corporation are eligible to participate in the Plan on the first day of the Plan year or the first day of every month during the Plan year coincident with or next following the later of such regular employee’s commencement of employment or the attainment by such employee of age eighteen.
Contributions
Each year, participants may contribute up to 20 percent of their pretax annual compensation, as defined in the Plan, subject to limitations stipulated by the Code. The Company contributes to the participants’ contribution accounts an amount equivalent to 100 percent of participant’s contributions, up to 6 percent of the participant’s eligible compensation, to any investment option, after one year of service. These contributions can be redirected by participants. Participants who are at least 50 years of age may make an additional contribution. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans.
Participant Accounts
An individual account is maintained for each Plan participant. Each participant’s account is credited with the participant’s contribution, the Company’s matching contribution and allocations of Plan earnings, and charged with withdrawals and an allocation of Plan losses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Investments
Participants direct the investment of their contributions and the Company matching contributions into various investment options offered by the Plan. Company contributions match individual participant’s investment directives. The Plan offers seventeen mutual funds, the Wright Express Stock Fund and one common collective trust fund as investment options for participants.
Vesting
Participants have full and immediate vesting rights in their contributions and Company matching contributions, investment earnings and other amounts allocated to their accounts at all times.

4


 

Wright Express Corporation
Employee Savings Plan
Notes to Financial Statements
1. DESCRIPTION OF THE PLAN (Continued)
Participant Loans
Participants may borrow against their Plan accounts up to the maximum of $50,000 or 50 percent of their account balances, whichever is less. The term of the loan may not exceed five years, and the interest rate will be equal to the interest rate equivalent to that charged by major financial institutions. This provides the Plan with a return commensurate with the interest rate charged by persons in the business of lending money for loans which would be made under similar circumstances. Principal and interest are paid ratably through payroll deductions. If a participant’s employment terminates for any reason, the loan will become immediately due and payable and must be paid within 90 days from the date of termination. The interest rate on loans outstanding at December 31, 2006, range from 5.0 percent to 10.5 percent.
Benefit Payments
On termination of service a participant may elect either to receive a lump sum distribution of the participant’s account balance, or payment in installments over a period permissible under the Code, or leave the funds in the Plan for later distribution. Distributions from all investment options are made in cash.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Risks and Uncertainties
The Plan utilizes various investment instruments, including mutual funds and common stock. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.
Recent Accounting Pronouncements
The financial statements reflect the retroactive adoption of Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the “FSP”). As required by the FSP, the Statements of Net Assets Available for Benefits present investments in common collective trusts that invest in fully benefit responsive investment contracts at fair value as well as an additional line item showing an adjustment of fully responsive benefit contracts from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is presented on a contract value basis and was not affected by the adoption of the FSP. The adoption of the FSP did not impact the amount of net assets available for benefits at December 31, 2006 or 2005.
Investment Valuation and Income Recognition
The Plan’s investments are stated at fair value. The benefit-responsive investment contract is adjusted to contract value on the Statement of Net Assets Available for Benefits and in Note 8 to the financial statements, as required by the FSP. Quoted market prices are used to value investments — be they mutual funds or common stock. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year end. Participant loans are valued at their outstanding balances, which approximate fair value.
The fair value of investments that do not have readily ascertainable market values (such as common collective trusts) have been estimated by the trustee based on the underlying assets of the portfolio. These investments aggregate to $2,747,710 or 10.7 percent of the Plan assets at December 31, 2006, and aggregate to $2,270,598 or 11.9 percent of the Plan assets at December 31, 2005.

5


 

Wright Express Corporation
Employee Savings Plan
Notes to Financial Statements
Purchases and sales of investments are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date.
Management fees and operating expenses charged to the Plan for investments in the mutual funds and common collective trust are deducted from income earned on a daily basis and are not separately reported.
3. INVESTMENTS
The following presents investments that represent 5 percent or more of the Plan’s net assets available for benefits
at December 31, 2006 and 2005:
                 
    2006   2005
 
               
Merrill Lynch Retirement Preservation Trust
  $ 2,747,710     $ 2,270,598  
Columbia Mid Cap Value Fund
    1,378,092        
American Growth Fund of America
    2,063,187        
Harbor Small Cap Value Fund Investor
    2,856,008       2,835,110  
Alliance Bernstein International Growth
    2,402,402        
Oppenheimer Developing Markets Fund A
    1,388,037        
Davis New York Venture Fund
    2,138,151       1,468,545  
PIMCO Total Return Fund
    2,362,331       2,003,048  
Allianz CCM Capital Appreciation Fund
    1,519,189       1,424,054  
ING International; Value Fund CL A
          1,581,421  
Allianz OCC Renaissance Fund A
          1,242,617  
During the year ended December 31, 2006, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows:
         
Mutual Funds
  $ 1,712,997  
Wright Express Corporation Common Stock Fund
    47,133  
 
     
 
  $ 1,760,130  
 
     
4. INCOME TAX STATUS
The Plan document has not been submitted to the Internal Revenue Service for a determination of its qualified status. However, the Company’s management believes that the Plan has been designed and is being operated in compliance with the applicable requirements of the Code. Therefore, no provision for income tax has been included in the Plan’s financial statements.

6


 

Wright Express Corporation
Employee Savings Plan
Notes to Financial Statements
5. EXEMPT PARTY-IN-INTEREST TRANSACTION
Certain plan investments are shares of mutual funds managed by Merrill Lynch. Merrill Lynch is the trustee as defined by the Plan. Fees paid by the Plan for investment management services were included as a reduction of the return earned on each fund.
The Plan held 9,486.7 shares of common stock of the Company with a cost basis of $248,594 as of December 31, 2006, and held 2,561.5 shares of common stock of the Company with a cost basis of $56,217 as of December 31, 2005. The Company is the sponsoring employer. During the year ended December 31, 2006, no dividends were recorded by the Plan related to the Company stock. These transactions qualify as exempt party-in-interest transactions.
6. ADMINISTRATIVE EXPENSES
Substantially all of the administrative expenses of the Plan are paid for by the Company. If the Company does not pay the expenses, they shall be paid from the Plan.
7. PLAN TERMINATION
Although the Company has not expressed any intent to terminate the Plan, it has the right under the Plan to discontinue contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event of termination of the Plan, the net assets of the Plan are set aside, first, for payment of all Plan expenses and, second, for distribution to the participants, based upon the balances in their individual accounts.
8. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of investments per the financial statements to Form 5500 as of December 31, 2006 and 2005:
                 
    2006   2005
     
 
               
Investments – participant directed — at fair value per the financial statements
  $ 25,656,660     $ 19,146,258  
Adjustment from fair value to contract value for stable value fund
    52,187       39,870  
     
 
               
Investments per Form 5500
  $ 25,708,847       19,186,128  
     

7


 

SUPPLEMENTAL SCHEDULE

 


 

Wright Express Corporation
Employee Savings Plan
Form 5500 — Schedule H, Part IV, line 4i — Schedule of Assets (Held at End of Year)
December 31, 2006
                         
                     
(a)  
(b) Identity of Issue, Borrower, Lessor or Similar Party
  (c) Description of Investment   (d) Cost     (e) Current Value  
 
 
  Blackrock   Large Cap Value Fund (A)     * *   $ 945,699  
 
  PIMCO   Total Return Fund     * *     2,362,331  
 
  Oppenheimer Quest   Balanced Value Fund     * *     501,254  
 
  Oakmark   Equity and Income Fund     * *     715,036  
 
  Allianz CCM   Capital Appreciation Fund     * *     1,519,189  
 
  Davis   New York Venture Fund     * *     2,138,151  
 
  Munder   Mid Cap Core Growth Fund     * *     666,938  
 
  Columbia   Mid Cap Value Fund     * *     1,378,092  
*
  Merrill Lynch   S&P 500 Index Fund     * *     775,267  
 
  American   Growth Fund of America     * *     2,063,187  
 
  Alliance   Bernstein International Growth     * *     2,402,402  
 
  Jennison   Small Company Fund     * *     406,021  
 
  Harbor   Small Cap Value Fund (Inv.)     * *     2,856,008  
 
  Oppenheimer   Developing Markets Fund (A)     * *     1,388,037  
 
  Oppenheimer   International Growth Fund (A)     * *     883,473  
 
  Scudder   RREEF Real Estate Fund (A)     * *     966,937  
 
  Mainstay   High Yield Corporate Bond Fund     * *     254,730  
 
                     
 
  Total mutual funds                 22,222,752  
 
                       
*
  Merrill Lynch   Retirement Preservation Trust — stable value fund     * *     2,747,710  
*
  Wright Express   Wright Express Corporation                
 
      Common Stock Fund     * *     295,699  
*
  Various participants   Participant Loans — maturing                
 
      at various dates through                
 
      April 2020 at interest rates                
 
      of 5.0% - 10.5%     * *     390,499  
 
                     
 
  Total investments at fair value                 25,656,660  
 
  Adjustment from fair value to contract value                    
 
  for stable value fund                 52,187  
 
                     
 
  Investments per Form 5500               $ 25,708,847  
 
                     
 
*   Party-in-interest
 
**   Cost information is not required for participant-directed investments and therefore is not included.

9


 

REQUIRED INFORMATION
The Wright Express Corporation Employee Savings Plan (Plan) is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the financial statements of the Plan for the fiscal year ended December 31, 2006 and supplemental schedules, which have been prepared in accordance with the financial reporting requirements of ERISA, are attached hereto as Appendix 1 and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Committee to administer the Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  Wright Express Employee Savings Plan
 
 
Date: June 27, 2007  By   /s/ Robert Cornett    
    Robert Cornett   
    Committee Member   
 
     
Date: June 27, 2007  By   /s/ Hilary Rapkin    
    Hilary Rapkin   
    Committee Member   
 
     
Date: June 27, 2007  By   /s/ Steven Elder    
    Steven Elder   
    Committee Member   
 
     
Date: June 27, 2007  By   /s/ Kelley Shimansky    
    Kelley Shimansky   
    Committee Member   

10