e11vk
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 11-K
     
    FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark one)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
OR
     
    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
 
 

 


 

APPENDIX 1
WRIGHT EXPRESS CORPORATION
EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 2010 AND 2009
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2010
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2010
AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Wright Express Corporation
Employee Savings Plan
Table of Contents
         
    1  
 
       
Financial Statements:
       
    2  
 
       
    3  
 
       
    4-9  
 
       
Supplemental Schedule -
       
 
       
    10  
 
       
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.
       
 EX-23

 


Table of Contents

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, 2010 and 2009, and the related statement of changes in net assets available for benefits for the year ended December 31, 2010. 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 audits.
We conducted our audits 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 audits 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 audits provide 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, 2010 and 2009, and the changes in net assets available for benefits for the year ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.
Our audits were 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, 2010, 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 2010 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
Boston, Massachusetts
June 28, 2011

1


Table of Contents

Wright Express Corporation
Employee Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2010 and 2009
                 
    2010     2009  
Assets:
               
Participant—directed investments — at fair value
  $ 40,243,824     $ 32,584,989  
     
 
               
Receivables:
               
Notes receivable from participants
    1,049,548       788,476  
Accrued income
    970       1,067  
     
Total receivables
    1,050,518       789,543  
 
               
     
Net assets available for benefits
  $ 41,294,342     $ 33,374,532  
     
See notes to financial statements.

2


Table of Contents

Wright Express Corporation
Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 2010
         
Contributions:
       
Employee
  $ 3,066,107  
Employer
    1,928,605  
Rollover
    332,885  
 
     
Total contributions
    5,327,597  
 
     
 
       
Investment activity:
       
Net appreciation in fair value of investments
    3,849,166  
Dividends
    713,473  
 
     
Net investment activity
    4,562,639  
 
     
 
       
Interest earned on notes receivable from participants
    41,522  
 
     
 
       
Total additions
    9,931,758  
 
     
 
       
Deductions:
       
 
       
Benefits paid to participants
    2,009,216  
Administrative expenses
    2,732  
 
     
Total deductions
    2,011,948  
 
       
 
     
Net increase in net assets
    7,919,810  
 
       
Net assets available for benefits:
       
Beginning of year
    33,374,532  
 
     
End of year
  $ 41,294,342  
 
     
See notes to financial statements.

3


Table of Contents

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 document 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 Bank & Trust Co., FSB (“Merrill Lynch”) is the trustee and recordkeeper of the Plan.
Eligibility
Each employee of the Company and its eligible subsidiaries 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 and its eligible subsidiaries who were not prior employees of Cendant Corporation and have attained the age of eighteen (18) are eligible to participate in the Plan. If the employee has not attained the age of eighteen (18), they are eligible to participate upon reaching their eighteenth birthday.
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. After one year of service, participants’ contributions to the Plan are matched by the Company, up to 6 percent of the participant’s eligible compensation. 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 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 participant 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 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. As of December 31, 2010, the Plan offers several open-end mutual funds, the Wright Express Corporation Common Stock Fund, one money market 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.
Notes Receivable From Participants
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, unless for the purchase of a principal residence, which allows terms of up to fifteen 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, 2010, ranges from 4.25 percent to 9.25 percent.

4


Table of Contents

Wright Express Corporation
Employee Savings Plan
Notes to Financial Statements
Benefit Payments
On termination of service a participant may elect either to receive (i) a lump sum distribution of the participant’s account balance; (ii) payment in installments over a period permissible under the Code; or (iii) leave the funds in the Plan for later distribution. Distributions from all investment options are made in cash.
Payment of Benefits
Benefit payments to participants are recorded upon distribution. There were no amounts allocated to accounts of persons who have elected to withdraw from the Plan, but have not yet been paid at December 31, 2010 and December 31, 2009.
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 holds various investment securities, including mutual funds, common stock and common collective trusts. Investment securities, in general, are exposed to various risks, such as interest rate risk, credit risk, 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 those changes could materially affect the amounts reported in the financial statements.
Investment Valuation and Income Recognition
The Plan’s investments are stated at fair value. Shares of mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end. The Company’s common stock is valued at the closing price reported on the New York Stock Exchange on the last business day of the Plan year.
Common collective investment trust funds are stated at fair value based on the net asset value of the investment as a practical expedient for fair value.
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 by such investments and are not separately reported.
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are recorded as distributions based on the terms of the Plan document. There were no such distributions in the current year.

5


Table of Contents

Wright Express Corporation
Employee Savings Plan
Notes to Financial Statements
New Accounting Standards
ASU No. 2010-25, Reporting Loans to Participants by Defined Contribution Pension Plans — The Plan retrospectively adopted a new accounting standard that required that participant loans be classified as notes receivable rather than a plan investment and measured at unpaid principal balance plus accrued but unpaid interest rather than fair value. The adoption did not have a material effect on the Plan’s financial statements.
3. FAIR VALUE
The Plan classifies its investments into Level 1, which refers to securities valued using quoted prices from active markets for identical assets; Level 2, which refers to securities not traded on an active market but for which observable market inputs are readily available; and Level 3, which refers to securities valued based on significant unobservable inputs. Assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following tables set forth by level within the fair value hierarchy a summary of the Plan’s investments measured at fair value on a recurring basis at December 31, 2010 and 2009.
The tables below also include the major categorization for debt and equity securities on the basis of the nature and risk of the investments.
                                 
            Fair Value Measurements
            at December 31, 2010 Using
             
                            Significant  
            Active Markets for     Other Observable     Unobservable  
    Total     Identical Assets     Inputs     Inputs  
    December 31, 2010     (Level 1)     (Level 2)     (Level 3)  
 
Assets:
                               
 
                               
Common Stock — Wright Express Corporation
  $ 780,398     $ 780,398     $     $  
 
                               
Common Collective Trusts Equity/Stock Fund
    1,852,756             1,852,756        
 
                               
Mutual Funds
                               
Equity/Stock Funds
    26,324,178       26,324,178              
Bond/Fixed Income Funds
    6,371,197       6,371,197              
Allocation Fund
    1,443,964       1,443,964              
 
                               
Money Market Funds
    3,464,980             3,464,980        
 
                               
Cash Fund
    6,351       6,351              
 
                               
 
 
                               
Total
  $ 40,243,824     $ 34,926,088     $ 5,317,736     $  
 

6


Table of Contents

Wright Express Corporation
Employee Savings Plan
Notes to Financial Statements
                                 
            Fair Value Measurements
            at December 31, 2009 Using
             
                            Significant  
            Active Markets for     Other Observable     Unobservable  
    Total     Identical Assets     Inputs     Inputs  
    December 31, 2009     (Level 1)     (Level 2)     (Level 3)  
 
Assets:
                               
 
                               
Common Stock — Wright Express Corporation
  $ 507,274     $ 507,274     $     $  
 
                               
Common Collective Trusts
                               
Equity/Stock Fund
    1,095,414             1,095,414        
Money Market Fund
    8,961             8,961        
 
                               
Mutual Funds
                               
Equity/Stock Funds
    20,828,268       20,828,268              
Bond/Fixed Income Funds
    5,127,023       5,127,023              
Allocation Fund
    1,369,767       1,369,767              
 
                               
Money Market Funds
    3,629,900             3,629,900        
 
                               
Cash Fund
    18,382       18,382              
 
                               
 
 
                               
Total
  $ 32,584,989     $ 27,850,714     $ 4,734,275     $  
 
The valuation methods as described in Note 2 may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values in the case of Level 2 or Level 3 investments. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
For the year ended December 31, 2010, there were no significant transfers in or out of Levels 1, 2 or 3.

7


Table of Contents

Wright Express Corporation
Employee Savings Plan
Notes to Financial Statements
The following tables set forth a summary of the Plan’s investments with a reported NAV at December 31, 2010 and 2009.
                                         
    Fair Value Estimate Using Net Asset Value per Share  
    December 31, 2010  
                            Other        
            Unfunded     Redemption     Redemption     Redemption  
    Fair Value *     Commitment     Frequency     Restrictions     Notice Period  
ML Equity Index Trust XIII (a)
  $ 1,852,756     $       N/A       N/A     1 day
ML Retirement Reserves Money Fund (b)
    3,464,980             N/A       N/A     1 day
 
                                   
 
                                       
Total
  $ 5,317,736     $                          
 
                                   
                                         
    Fair Value Estimate Using Net Asset Value per Share  
    December 31, 2009  
                            Other        
            Unfunded     Redemption     Redemption     Redemption  
    Fair Value *     Commitment     Frequency     Restrictions     Notice Period  
ML Equity Index Trust XIII (a)
  $ 1,095,414     $       N/A       N/A     1 day
ML Retirement Reserves Money Fund (b)
    3,629,900             N/A       N/A     1 day
ML Retirement Preservation Trust (c)
    8,961             N/A       N/A     1 day
 
                                   
 
                                       
Total
  $ 4,734,275     $                          
 
                                   
 
*   The fair values of the investments have been estimated using the net asset value of the investment.
 
(a)   Equity index fund strategies seek to replicate the movements of an index of a specific financial market, such as the Standards & Poor’s (S&P) 500 Index, regardless of market conditions.
 
(b)   Short-term investment fund strategies preservation of capital and liquidity available from investing in a diversified portfolio of short-term money market securities.
 
(c)   Short-term investment fund strategies preservation of capital and liquidity available from investing in a diversified portfolio of short-term money market securities.
4. INVESTMENTS
The following presents investments that represent 5 percent or more of the Plan’s net assets available for benefits at December 31, 2010 and 2009:
                 
    2010   2009
     
Retirement Reserve Money Fund (Money Market)
  $ 3,464,980     $ 3,629,900  
American Europacific Growth R4 (Equity/Stock)
  $ 5,170,365     $ 4,270,356  
American Funds Growth Fund of America R4 (Equity/Stock)
  $ 5,037,774     $ 4,292,023  
Victory Small Company Opportunity A (Equity/Stock)
  $ 3,026,155     $ 2,061,203  
Oppenheimer Developing Markets Fund A (Equity/Stock)
  $ 2,656,840     $ 2,189,162  
Davis New York Venture Fund A (Equity/Stock)
  $ 3,624,752     $ 3,123,510  
PIMCO Total Return Fund A (Bond/Fixed Income)
  $ 5,655,005     $ 4,570,043  
During the year ended December 31, 2010, 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:
       
Equity/Stock Funds
  $ 3,479,108  
Bond/Fixed Income Funds
    10,180  
Allocation Fund
    110,836  
 
       
Wright Express Corporation Common Stock Fund
    249,042  
 
     
 
  $ 3,849,166  
 
     

8


Table of Contents

Wright Express Corporation
Employee Savings Plan
Notes to Financial Statements
5. INCOME TAX STATUS
The Internal Revenue Service (IRS) has determined and informed the Company by a letter dated June 8, 2010, that the Plan and related trust were designed in accordance with the applicable regulations of the Code. The Company and Plan management believe that the Plan is currently designed and operated in compliance with the applicable requirements of the Code, and the Plan and related trust continue to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
6. 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 and these transactions qualify as exempt party-in-interest transactions. Fees paid by the Plan for investment management services were included as a reduction of the return earned on each fund.
The Plan held 16,965.2 shares of common stock of the Company with a cost basis of $551,917 as of December 31, 2010, and held 15,922.0 shares of common stock of the Company with a cost basis of $227,971 as of December 31, 2009. The Company is the sponsoring employer. During the year ended December 31, 2010, no dividends were recorded by the Plan related to the Company stock.
7. 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 are paid from the Plan. The expenses paid for directly by the Plan in 2010 totaled $2,732.
8. 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.
9. SUBSEQUENT EVENTS
Effective January 1, 2011, the Plan was amended to revise certain eligibility requirements and distribution requirements; as well as certain items relating to compliance with discrimination testing. This amendment is not expected to have a material impact on the Plan.
*******************************

9


Table of Contents

SUPPLEMENTAL SCHEDULE

 


Table of Contents

Wright Express Corporation
Employee Savings Plan
Plan 201729, EIN 01-0526993
From 5500 — Schedule H, Part IV, Line 4i — Schedule of Assets (Held at End of Year)
As of December 31, 2010
                     
(a)   (b) Identity of issue, borrower, lessor or similar party   (c) Description of Investment   (d) Cost   (e) Current Value  
 
  PIMCO   Total Return Fund   **   $ 5,655,005  
 
  Oakmark   Equity and Income Fund I   **     1,443,964  
 
  Perkins   Mid Cap Value Fund A   **     1,994,838  
 
  Goldman Sachs   Large Cap Value   **     924,707  
 
  Goldman Sachs   Growth Opportunity INS   **     1,705,088  
 
  Principal   High Yield Fund   **     716,192  
 
  Davis   New York Venture Fund   **     3,624,752  
 
  Victory   Small Company Opportunity   **     3,026,155  
 
  American Funds   Europacific Growth R4   **     5,170,365  
 
  American Funds   Growth Fund of America R4   **     5,037,774  
 
  Jennison   Small Company Fund A   **     1,143,004  
 
  Oppenheimer   Developing Markets Fund A   **     2,656,840  
 
  DWS   RREEF Real Estate Fund A   **     1,040,655  
 
                 
 
  Total mutual funds             34,139,339  
 
                   
*
  Merrill Lynch   Retirement Reserve Money Fund   **     3,464,980  
*
  Merrill Lynch   Equity Index Trust XIII   **     1,852,756  
*
  Wright Express   Wright Express Corporation
Common Stock Fund
  **     780,398  
 
  Cash Fund   Cash and cash equivalents         6,351  
 
  Participant directed investmets - at fair value             40,243,824  
 
*
  Various participants   Notes receivable from Participants maturing at various dates through April 2025 at interest rates of 4.25% - 9.25%   **     1,049,548  
 
                   
 
                 
 
              $ 41,293,372  
 
                 
 
*   Party-in-interest
 
**   Cost information is not required for participant-directed investments and therefore is not included.

10


Table of Contents

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, 2010 and supplemental schedule, 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 trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
Wright Express Corporation Employee Savings Plan
         
     
Date: June 28, 2011  By   /s/ Robert Cornett    
    Robert Cornett   
    Committee Member — Chair   
 
         
     
Date: June 28, 2011  By   /s/ Hilary Rapkin    
    Hilary Rapkin   
    Committee Member   
 
         
     
Date: June 28, 2011  By   /s/ Steven Elder    
    Steven Elder   
    Committee Member   
 
         
     
Date: June 28, 2011  By   /s/ Kelley Shimansky    
    Kelley Shimansky   
    Committee Member