e11vk
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark one)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2005
OR
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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
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 2005
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE PERIOD FROM FEBRUARY 23, 2005 (DATE OF INCEPTION) TO DECEMBER 31, 2005
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2005
AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Wright Express Corporation
Employee Savings Plan
Table of Content
Note: All other schedules required by Section 2520.103-10 of the Department of Labors
Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974 have been omitted because they are not applicable.
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 statement of net assets available for benefits of Wright Express
Corporation Employee Savings Plan (the Plan) as of December 31, 2005, and the related statement
of changes in net assets available for benefits for the period from February 23, 2005 (date of
inception) to December 31, 2005. These financial statements are the responsibility of the Plans
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 Plans 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, 2005, and the changes in net assets available
for benefits for the period from February 23, 2005 (date of inception) to December 31, 2005 in
conformity with accounting principles generally accepted in the United States of America.
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,
2005, 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 Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The schedule is the responsibility of the Plans management. Such schedule has been
subjected to the auditing procedures applied in our audit of the basic 2005 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.
DELOITTE & TOUCHE LLP
June 23, 2006
1
Wright Express Corporation
Employee Savings Plan
Statement of Net Assets Available for Benefits
December 31, 2005
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Assets: |
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Participantdirected investments |
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$ |
19,186,128 |
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Receivables: |
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Employee contributions |
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82,188 |
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Employer contributions |
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48,958 |
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Loan repayments |
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5,589 |
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Accrued income |
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433 |
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Total receivables |
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137,168 |
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Total Assets |
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19,323,296 |
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Liabilities |
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Payable for
investment purchased |
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136,734 |
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Net assets available for benefits |
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$ |
19,186,562 |
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See notes to financial statements.
2
Wright Express Corporation
Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Period from February 23, 2005 (Date of Inception) to December 31, 2005
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Additions: |
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Contributions: |
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Participants |
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$ |
1,887,730 |
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Employer |
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1,130,895 |
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Rollover |
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208,721 |
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Total contributions |
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3,227,346 |
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Investment income: |
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Net appreciation in fair value of investments |
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945,700 |
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Dividends |
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656,031 |
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Interest |
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16,500 |
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Net investment income |
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1,618,231 |
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Total additions |
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4,845,577 |
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Deductions: |
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Benefits paid to participants |
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402,528 |
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Administrative expenses |
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860 |
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Total deductions |
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403,388 |
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Net increase in net assets before transfers |
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4,442,189 |
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Transfer from Cendant Corporation Employee Savings Plan |
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14,744,373 |
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Net increase |
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19,186,562 |
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Net assets available for benefits: |
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Beginning of period |
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End of period |
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$ |
19,186,562 |
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See notes to financial statements.
3
Wright Express Corporation
Employee Savings Plan
Notes to Financial Statements
December 31, 2005
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 Companys Board of Directors. Merrill
Lynch is the trustee of the Plan. Net assets of $14,744,373, related
to former Cendant Corporation
employees, were transferred from the Cendant Corporation Employee Savings Plan to the Plan on
February 23, 2005.
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 Companys 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 employees commencement of employment or the
attainment by such employee of age eighteen (18).
Contributions
Each year, participants may contribute up to 20% 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% of the first 6% of participants
contributions to any investment option. These contributions can be redirected by participants.
Participants may also contribute amounts representing distributions from other qualified defined
benefit or defined contribution plans. Participants who are at least
50 years of age may make an additional contribution.
Participant Accounts
An individual account is maintained for each Plan participant. Each participants account is
credited with the participants contribution, the Companys 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 participants 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
participants investment directives. The Plan currently offers eighteen 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
December 31, 2005
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 participants 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, 2005,
range from 5.00 percent to 10.50 percent.
Benefit Payments
On termination of service a participant may elect either to receive a lump sum distribution of the
participants 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.
Investment Valuation and Income Recognition
The Plans investments are stated at fair value. Quoted market prices are used to value investments
in common stock. 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. Participant loans are valued at the outstanding
loan balances, which approximate the cost.
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 $2,270,598 or 11.8 percent of the Plan assets at December
31, 2005.
Purchases and sales of investments are recorded on a trade-date basis. Interest income is recorded
on the accrual basis. Dividend income is recorded on the ex-dividend date.
Management fees and operating expenses charged to the Plan for investments in the mutual funds and
common collective trust are deducted from income earned on a daily basis and are not separately
reported.
5
Wright Express Corporation
Employee Savings Plan
Notes to Financial Statements
December 31, 2005
3. INVESTMENTS
The following presents investments that represent 5% or more of the Plans net assets available for
benefits
at December 31, 2005:
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Merrill Lynch Preservation Trust |
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$ |
2,270,598 |
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Harbor Small Cap Value Investor |
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2,835,110 |
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ING International Value Fund CL A |
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1,581,421 |
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PIMCO Total Return Fund CL A |
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2,003,048 |
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Allianz CCM Capital Appreciation Fund A |
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1,424,054 |
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Allianz OCC Renaissance Fund A |
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1,242,617 |
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Davis NY Venture Fund CL A |
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1,468,545 |
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During the period from February 23, 2005 (date of inception), to December 31, 2005, the Plans
investments (including gains and losses on investments bought and sold, as well as held during the
year) appreciated in value as follows:
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Mutual Funds |
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$ |
945,511 |
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Wright Express Common Stock Fund |
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189 |
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$ |
945,700 |
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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 Companys 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 Plans 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. As of December 31, 2005, the Plan held
2,561.5 shares of common stock of the Company, the sponsoring employer, with a cost basis of
$56,217. No dividends were recorded by the Plan related to the Company stock. These transactions
qualify as exempt party-in-interest transactions
6. ADMINISTRATIVE EXPENSES
Substantially all of the administrative expenses are paid for by the Company. If the Company does
not pay the expenses, they shall be paid from the Plan.
7. PLAN TERMINATION
Although the Company has not expressed any intent to terminate the Plan, it has the right under the
Plan to discontinue contributions at any time and to terminate the Plan subject to the provisions
set forth in ERISA. In the event of termination of the Plan, the net assets of the Plan are set
aside, first, for payment of all Plan expenses and, second, for distribution to the participants,
based upon the balances in their individual accounts.
6
Wright Express Corporation
Employee Savings Plan
Schedule H, line 4i Schedule of Assets (Held at End of Year)
December 31, 2005
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a) |
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b) Identity of Issue, borrower, lessor or similar party |
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c) Description of Investment |
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d) Cost |
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e) Current Value |
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Lord Abbott
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Bond Debenture Fund
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**
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$ |
118,627 |
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PIMCO
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Total Return Fund
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**
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2,003,048 |
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Oppenheimer
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Quest Balanced Value Find
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**
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390,033 |
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Oakmark
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Equity and Income Fund
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**
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575,090 |
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Allianz
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CCM Capital Appreciation Fund
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**
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1,424,054 |
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Davis
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New York Venture Fund
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**
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1,468,545 |
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Massachusetts Investors
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Growth Stock Fund
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**
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777,440 |
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Oppenheimer
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Capital Appreciation Fund
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**
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698,644 |
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*
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Merrill Lynch
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S&P 500 Index Fund
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**
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395,843 |
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MFS
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Mid Cap Growth Fund (A)
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**
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553,783 |
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Allianz
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OCC Renaissance Fund (A)
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**
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1,242,617 |
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Managers
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Special Equity Fund
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**
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242,101 |
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Harbor
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Small Cap Value Fund (Inv.)
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**
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2,835,110 |
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ING
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International Value Fund (A)
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**
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1,581,421 |
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Oppenheimer
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Developing Markets Fund (A)
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**
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852,989 |
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Oppenheimer
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International Growth Fund (A)
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**
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402,987 |
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Scudder
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RREEF Real Estate Fund (A)
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**
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401,723 |
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MFS
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Value Fund
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**
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504,764 |
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*
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Merrill Lynch
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Retirement Preservation Trust
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**
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2,270,598 |
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*
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Wright Express Common Stock Fund
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Wright Express Corporation
Common Stock Fund
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**
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56,353 |
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*
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Various participants
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Participant Loans -
maturing at various dates
through April 2020 at
interest rates of 5.0% -
10.5%
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**
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390,358 |
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Total assets held at end of year
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$ |
19,186,128 |
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* Party-in-interest
** Cost information is not required for participant-directed investments and
therefore is not included.
8
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, 2005 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.
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Wright Express Employee Savings Plan |
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Date:
June 29, 2006
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By
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/s/ Robert Cornett |
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Robert Cornett |
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Committee Member |
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Date:
June 29, 2006
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By
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/s/ Hilary Rapkin |
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Hilary Rapkin |
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Committee Member |
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Date:
June 29, 2006
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By
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/s/ Steven Elder |
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Steven Elder |
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Committee Member |
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Date:
June 29, 2006
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By
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/s/ Kelley Shimansky |
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Kelley Shimansky |
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Committee Member |
9