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[X]
|
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended
|
|
|
Minnesota
(State or other jurisdiction of incorporation or organization)
|
41-0216800
(I.R.S. Employer Identification No.)
|
3680 Victoria St. N., Shoreview, Minnesota
(Address of principal executive offices)
|
55126-2966
(Zip Code)
|
Common Stock, par value $1.00 per share
(Title of each class)
|
New York Stock Exchange
(Name of each exchange on which registered)
|
Large accelerated filer
[X]
|
Accelerated filer
[ ]
|
Non-accelerated filer
[ ] (Do not check if a smaller reporting company)
|
Smaller reporting company
[ ]
|
Item
|
|
Page
|
|||
Item 1. Business
|
|
3
|
|
||
Item 1A. Risk Factors
|
|
12
|
|
||
Item 1B. Unresolved Staff Comments
|
|
21
|
|
||
Item 2. Properties
|
|
21
|
|
||
Item 3. Legal Proceedings
|
|
21
|
|
||
Item 4. Mine Safety Disclosures
|
|
21
|
|
||
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
22
|
|
||
Item 6. Selected Financial Data
|
|
24
|
|
||
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
25
|
|
||
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
|
|
43
|
|
||
Item 8. Financial Statements and Supplementary Data
|
|
44
|
|
||
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
|
98
|
|
||
Item 9A. Controls and Procedures
|
|
98
|
|
||
Item 9B. Other Information
|
|
98
|
|
||
Item 10. Directors, Executive Officers and Corporate Governance
|
|
98
|
|
||
Item 11. Executive Compensation
|
|
99
|
|
||
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
99
|
|
||
Item 13. Certain Relationships and Related Transactions, and Director Independence
|
|
99
|
|
||
Item 14. Principal Accounting Fees and Services
|
|
99
|
|
||
Item 15. Exhibits, Financial Statement Schedules
|
|
100
|
|
||
Item 16. Form 10-K Summary
|
|
103
|
|
||
Signatures
|
|
104
|
|
||
Index to Exhibits
|
|
105
|
|
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||
Checks
|
|
46.8
|
%
|
|
49.3
|
%
|
|
52.0
|
%
|
|
55.8
|
%
|
|
58.8
|
%
|
Marketing solutions and other services
|
|
33.4
|
%
|
|
30.0
|
%
|
|
25.5
|
%
|
|
21.6
|
%
|
|
18.8
|
%
|
Forms
|
|
11.6
|
%
|
|
12.2
|
%
|
|
13.0
|
%
|
|
12.7
|
%
|
|
13.2
|
%
|
Accessories and other products
|
|
8.2
|
%
|
|
8.5
|
%
|
|
9.5
|
%
|
|
9.9
|
%
|
|
9.2
|
%
|
Total revenue
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
•
|
Effectively acquire and retain customers by optimizing each of our sales channels;
|
•
|
Expand sales of higher growth and recurring marketing solutions and other service offerings;
|
•
|
Increase our share of the amount small businesses spend on the types of products and services in our portfolio through increased brand awareness, channel coverage, and improved customer acquisition; and
|
•
|
Continue to optimize our cost and expense structure.
|
1.
|
Payments and marketing solutions:
|
*
|
Focus on core check retention and acquisition and on developing incremental retail customer acquisition channels.
|
*
|
Profitably scale integrated marketing-on-demand solutions, with the largest opportunity in major accounts.
|
*
|
Optimize electronic payment solutions with a focus on building opportunities with financial institutions, medical and insurance payments processors, accounting services and software providers, and other document management and payment solution companies.
|
2.
|
Web services:
|
*
|
Improve the digital marketing customer experience and cross-sell across all customers and channels, including through our integrated Deluxe Marketing Suite, while continuing to build partnerships and explore acquisition opportunities.
|
*
|
Focus on scaling payroll services and continue to evaluate early stage businesses and other operational annuity growth solutions.
|
*
|
Accelerate our brand awareness transformation, showing a clear linkage between marketing and revenue-generating capabilities.
|
•
|
Optimize core check revenue streams and acquire new clients;
|
•
|
Expand sales of higher growth marketing solutions and other services that differentiate us from the competition; and
|
•
|
Continue to optimize our cost and expense structure.
|
1.
|
Retail banking, which includes checks and data-driven marketing solutions:
|
*
|
Focus on retaining clients and gain market share in our check programs.
|
*
|
Leverage First Manhattan Consulting Group, LLC (FMCG Direct) and Datamyx data-driven analytics and marketing capabilities across financial institution depository and lending products.
|
2.
|
Commercial banking:
|
*
|
Profitably scale our treasury management solutions.
|
*
|
Integrate acquisitions we have already completed and execute tuck-in acquisitions.
|
•
|
Wausau Financial Systems – a comprehensive suite of treasury management solutions available at the customer site, as well as via software-as-a-service and business process outsourced deployment models, including the offerings of FISC Solutions, which was acquired in December 2015, and Data Support Systems, which was acquired in October 2016.
|
•
|
Deluxe Rewards – a loyalty and rewards platform that offers multiple touch points that enable our clients to have ongoing engagement with their customers.
|
•
|
Deluxe Marketing Services – a variety of direct marketing solutions that help financial institutions acquire new customers, deepen existing customer relationships and retain customers. These offerings leverage data and analytics to help our clients execute marketing campaigns for depository and lending products across multiple contact channels, including direct mail, email, online and digital. This suite of offerings was augmented with our October 2015 acquisition of Datamyx
®
, a software-as-a-service data and analytics platform focused on marketing programs for lending products, and our December 2016 acquisition of FMCG Direct, a provider of data-driven marketing solutions for financial institutions.
|
•
|
Banker's Dashboard – online financial management tools that provide financial institutions with comprehensive daily insights into their financial picture.
|
•
|
Deluxe Strategic Sourcing – a comprehensive, outsourced service that enables financial institutions to improve efficiency, financial controls and pricing compared to self-managing multiple supplier relationships.
|
•
|
Deluxe Detect
®
– a new account online screening tool.
|
•
|
Provent
®
– a comprehensive suite of identity protection services largely complimentary to our check offerings.
|
•
|
SwitchAgent
®
– a digital channel onboarding solution enabling consumers to easily set up the online banking aspects of a new account, making it easier for financial institutions to attract and anchor new customers.
|
•
|
Maximize the lifetime value of customers by selling new features, accessories and products;
|
•
|
Continue to optimize our cost and expense structure; and
|
•
|
Optimize cash flow.
|
Name
|
Age
|
Present Position
|
Executive Officer Since
|
Lee Schram
|
55
|
Chief Executive Officer
|
2006
|
Pete Godich
|
52
|
Senior Vice President, Fulfillment
|
2008
|
Julie Loosbrock
|
57
|
Senior Vice President, Human Resources
|
2008
|
Malcolm McRoberts
|
52
|
Senior Vice President, Small Business Services
|
2008
|
John Filby
|
54
|
Senior Vice President, Financial Services
|
2012
|
Tracey Engelhardt
|
52
|
Vice President, Direct-to-Consumer
|
2012
|
Michael Mathews
|
44
|
Vice President, Chief Information Officer
|
2013
|
Amanda Brinkman
|
37
|
Vice President, Chief Brand and Communications Officer
|
2014
|
J. Michael Schroeder
|
49
|
Senior Vice President, General Counsel and Secretary
|
2016
|
Edward Merritt
|
50
|
Chief Financial Officer (interim), Treasurer and Vice President of Investor Relations
|
2016
|
•
|
our failure to generate profitable revenue growth;
|
•
|
our failure to acquire new customers, retain our current customers and sell more products and services to current and new customers;
|
•
|
our failure to effectively operate, integrate or leverage the businesses we acquire;
|
•
|
the failure of our digital services and products to achieve widespread customer acceptance;
|
•
|
our inability to promote, strengthen and protect our brand;
|
•
|
our inability to implement improvements to our technology in a timely manner;
|
•
|
our failure to effectively manage growth, including enhancements to our operational, financial and management capabilities and controls and our reporting systems and procedures; and
|
•
|
a continued challenging economic environment.
|
•
|
difficulties and/or delays in assimilating operations, products and services, as well as ensuring that a strong system of information security and controls is in place;
|
•
|
failure to realize expected synergies and savings;
|
•
|
diversion of management's attention from other business concerns and risks of managing an increasingly diverse set of products and services across expanded and new industries;
|
•
|
decisions by our customers or the customers of the acquired business to temporarily or permanently seek alternate suppliers;
|
•
|
failure to address legacy distributor account protection rights;
|
•
|
difficulty in maintaining controls, procedures and policies;
|
•
|
unidentified issues not discovered during our due diligence process, including product or service quality issues, intellectual property issues and tax or legal contingencies; and
|
•
|
potential loss of key employees.
|
|
|
|
|
Stock price
|
||||||||||||
|
|
Dividend
|
|
High
|
|
Low
|
|
Close
|
||||||||
2016
|
|
|
|
|
|
|
|
|
||||||||
Quarter 4
|
|
$
|
0.30
|
|
|
$
|
73.42
|
|
|
$
|
59.47
|
|
|
$
|
71.61
|
|
Quarter 3
|
|
0.30
|
|
|
70.26
|
|
|
64.78
|
|
|
66.82
|
|
||||
Quarter 2
|
|
0.30
|
|
|
67.81
|
|
|
59.83
|
|
|
66.37
|
|
||||
Quarter 1
|
|
0.30
|
|
|
62.77
|
|
|
49.46
|
|
|
62.49
|
|
||||
2015
|
|
|
|
|
|
|
|
|
||||||||
Quarter 4
|
|
$
|
0.30
|
|
|
$
|
61.61
|
|
|
$
|
53.30
|
|
|
$
|
54.54
|
|
Quarter 3
|
|
0.30
|
|
|
65.00
|
|
|
51.61
|
|
|
55.74
|
|
||||
Quarter 2
|
|
0.30
|
|
|
69.77
|
|
|
60.69
|
|
|
62.00
|
|
||||
Quarter 1
|
|
0.30
|
|
|
69.48
|
|
|
58.94
|
|
|
69.28
|
|
Period
|
|
Total number of shares purchased
|
|
Average price paid per share
|
|
Total number of shares purchased as part of publicly announced plans or programs
|
|
Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs
(1)
|
|||||
October 1, 2016 -
October 31, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
232,994
|
|
November 1, 2016 -
November 30, 2016
|
|
167,700
|
|
|
61.30
|
|
|
167,700
|
|
|
65,294
|
|
|
December 1, 2016 -
December 31, 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65,294
|
|
|
Total
|
|
167,700
|
|
|
$
|
61.30
|
|
|
167,700
|
|
|
65,294
|
|
(dollars and orders in thousands, except per share and per order amounts)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
|
$
|
1,849,062
|
|
|
$
|
1,772,817
|
|
|
$
|
1,674,082
|
|
|
$
|
1,584,824
|
|
|
$
|
1,514,917
|
|
As a percentage of total revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross profit
|
|
63.9
|
%
|
|
63.9
|
%
|
|
63.8
|
%
|
|
64.6
|
%
|
|
65.4
|
%
|
|||||
Selling, general and administrative expense
|
|
43.6
|
%
|
|
43.7
|
%
|
|
43.0
|
%
|
|
43.6
|
%
|
|
44.9
|
%
|
|||||
Operating income
|
|
19.9
|
%
|
|
20.0
|
%
|
|
19.9
|
%
|
|
20.1
|
%
|
|
19.9
|
%
|
|||||
Operating income
|
|
$
|
368,727
|
|
|
$
|
354,331
|
|
|
$
|
332,633
|
|
|
$
|
317,914
|
|
|
$
|
302,028
|
|
Net income:
|
|
229,382
|
|
|
218,629
|
|
|
199,794
|
|
|
186,652
|
|
|
170,492
|
|
|||||
Per share - basic
|
|
4.68
|
|
|
4.39
|
|
|
3.99
|
|
|
3.68
|
|
|
3.33
|
|
|||||
Per share - diluted
|
|
4.65
|
|
|
4.36
|
|
|
3.96
|
|
|
3.65
|
|
|
3.32
|
|
|||||
Cash dividends per share
|
|
1.20
|
|
|
1.20
|
|
|
1.15
|
|
|
1.00
|
|
|
1.00
|
|
|||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
76,574
|
|
|
$
|
62,427
|
|
|
$
|
61,541
|
|
|
$
|
121,089
|
|
|
$
|
45,435
|
|
Return on average assets
(1)
|
|
11.4
|
%
|
|
12.4
|
%
|
|
12.3
|
%
|
|
12.6
|
%
|
|
12.2
|
%
|
|||||
Total assets
(1)
|
|
$
|
2,184,338
|
|
|
$
|
1,842,153
|
|
|
$
|
1,683,682
|
|
|
$
|
1,563,887
|
|
|
$
|
1,405,585
|
|
Long-term obligations
(2)
|
|
758,648
|
|
|
629,018
|
|
|
549,603
|
|
|
635,062
|
|
|
645,726
|
|
|||||
Statement of Cash Flows Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
(3)
|
|
$
|
319,312
|
|
|
$
|
309,631
|
|
|
$
|
285,098
|
|
|
$
|
263,729
|
|
|
$
|
245,517
|
|
Net cash used by investing activities
|
|
(310,786
|
)
|
|
(251,140
|
)
|
|
(136,043
|
)
|
|
(101,050
|
)
|
|
(68,513
|
)
|
|||||
Net cash provided (used) by financing activities
(3)
|
|
4,275
|
|
|
(48,387
|
)
|
|
(204,048
|
)
|
|
(84,524
|
)
|
|
(160,950
|
)
|
|||||
Purchases of capital assets
|
|
(46,614
|
)
|
|
(43,261
|
)
|
|
(41,119
|
)
|
|
(37,459
|
)
|
|
(35,193
|
)
|
|||||
Payments for acquisitions, net of cash acquired
|
|
(270,939
|
)
|
|
(212,990
|
)
|
|
(105,029
|
)
|
|
(69,709
|
)
|
|
(34,172
|
)
|
|||||
Payments for common shares repurchased
|
|
(55,224
|
)
|
|
(59,952
|
)
|
|
(60,119
|
)
|
|
(48,798
|
)
|
|
(27,155
|
)
|
|||||
Other Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Orders
(4)
|
|
52,176
|
|
|
53,138
|
|
|
52,632
|
|
|
52,584
|
|
|
53,216
|
|
|||||
Revenue per order
(4)
|
|
$
|
35.44
|
|
|
$
|
33.36
|
|
|
$
|
31.81
|
|
|
$
|
30.14
|
|
|
$
|
28.47
|
|
Number of employees
|
|
6,026
|
|
|
5,874
|
|
|
5,830
|
|
|
5,575
|
|
|
5,476
|
|
|||||
Number of printing facilities
(5)
|
|
12
|
|
|
11
|
|
|
11
|
|
|
12
|
|
|
13
|
|
|||||
Number of call center facilities
(5)
|
|
26
|
|
|
14
|
|
|
16
|
|
|
16
|
|
|
13
|
|
•
|
Executive Overview that discusses what we do, our operating results at a high level and our financial outlook for the upcoming year.
|
•
|
Consolidated Results of Operations, Restructuring Costs and Segment Results that includes a more detailed discussion of our revenue and expenses.
|
•
|
Cash Flows and Liquidity, Capital Resources and Other Financial Position Information that discusses key aspects of our cash flows, capital structure and financial position.
|
•
|
Off-Balance Sheet Arrangements, Guarantees and Contractual Obligations that discusses our financial commitments.
|
•
|
Critical Accounting Policies that we believe are important to understanding the assumptions and judgments underlying our financial statements.
|
|
|
|
|
|
|
|
|
Change
|
||||||||||
(in thousands, except per order amounts)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
Total revenue
|
|
$
|
1,849,062
|
|
|
$
|
1,772,817
|
|
|
$
|
1,674,082
|
|
|
4.3
|
%
|
|
5.9
|
%
|
Orders
|
|
52,176
|
|
|
53,138
|
|
|
52,632
|
|
|
(1.8
|
%)
|
|
1.0
|
%
|
|||
Revenue per order
|
|
$
|
35.44
|
|
|
$
|
33.36
|
|
|
$
|
31.81
|
|
|
6.2
|
%
|
|
4.9
|
%
|
|
|
|
|
|
|
|
|
Change
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
|||||
Checks
|
|
46.8
|
%
|
|
49.3
|
%
|
|
52.0
|
%
|
|
(2.5) pt.
|
|
|
(2.7) pt.
|
|
Marketing solutions and other services
|
|
33.4
|
%
|
|
30.0
|
%
|
|
25.5
|
%
|
|
3.4 pt.
|
|
|
4.5 pt.
|
|
Forms
|
|
11.6
|
%
|
|
12.2
|
%
|
|
13.0
|
%
|
|
(0.6) pt.
|
|
|
(0.8) pt.
|
|
Accessories and other products
|
|
8.2
|
%
|
|
8.5
|
%
|
|
9.5
|
%
|
|
(0.3) pt.
|
|
|
(1.0) pt.
|
|
Total revenue
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
—
|
|
|
—
|
|
|
|
|
|
Change
|
||||||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
Total cost of revenue
|
|
$
|
667,241
|
|
|
$
|
639,209
|
|
|
$
|
606,278
|
|
|
4.4
|
%
|
|
5.4
|
%
|
Total cost of revenue as a percentage of total revenue
|
|
36.1
|
%
|
|
36.1
|
%
|
|
36.2
|
%
|
|
—
|
|
|
(0.1) pt.
|
|
|
|
|
|
Change
|
||||||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
SG&A expense
|
|
$
|
805,970
|
|
|
$
|
774,859
|
|
|
$
|
719,192
|
|
|
4.0
|
%
|
|
7.7
|
%
|
SG&A expense as a percentage of total revenue
|
|
43.6
|
%
|
|
43.7
|
%
|
|
43.0
|
%
|
|
(0.1) pt.
|
|
|
0.7 pt.
|
|
|
|
|
|
Change
|
||||||||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||
Net restructuring charges
|
|
$
|
7,124
|
|
|
$
|
4,418
|
|
|
$
|
8,776
|
|
|
$
|
2,706
|
|
|
$
|
(4,358
|
)
|
|
|
|
|
Change
|
||||||||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||
Asset impairment charges
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,468
|
|
|
$
|
—
|
|
|
$
|
(6,468
|
)
|
|
|
|
|
Change
|
||||||||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||
Loss on early debt extinguishment
|
|
$
|
7,858
|
|
|
$
|
8,917
|
|
|
$
|
—
|
|
|
$
|
(1,059
|
)
|
|
$
|
8,917
|
|
|
|
|
|
Change
|
||||||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
Interest expense
|
|
$
|
22,302
|
|
|
$
|
20,299
|
|
|
$
|
36,529
|
|
|
9.9
|
%
|
|
(44.4
|
%)
|
Weighted-average debt outstanding
|
|
620,357
|
|
|
560,070
|
|
|
635,560
|
|
|
10.8
|
%
|
|
(11.9
|
%)
|
|||
Weighted-average interest rate
|
|
2.85
|
%
|
|
3.22
|
%
|
|
5.15
|
%
|
|
(0.37) pt.
|
|
|
(1.93) pt.
|
|
|
|
|
|
Change
|
||||||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
Income tax provision
|
|
$
|
111,004
|
|
|
$
|
109,318
|
|
|
$
|
97,387
|
|
|
1.5
|
%
|
|
12.3
|
%
|
Effective tax rate
|
|
32.6
|
%
|
|
33.3
|
%
|
|
32.8
|
%
|
|
(0.7) pt.
|
|
|
0.5 pt.
|
|
(dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Severance accruals
|
|
$
|
7,217
|
|
|
$
|
5,891
|
|
|
$
|
8,411
|
|
Severance reversals
|
|
(864
|
)
|
|
(1,197
|
)
|
|
(1,513
|
)
|
|||
Operating lease obligations
|
|
59
|
|
|
338
|
|
|
—
|
|
|||
Net restructuring accruals
|
|
6,412
|
|
|
5,032
|
|
|
6,898
|
|
|||
Other costs
|
|
1,359
|
|
|
1,202
|
|
|
2,757
|
|
|||
Net restructuring charges
|
|
$
|
7,771
|
|
|
$
|
6,234
|
|
|
$
|
9,655
|
|
Number of employees included in severance accruals
|
|
265
|
|
|
290
|
|
|
260
|
|
|
|
|
|
|
|
|
|
Change
|
||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
Total revenue
|
|
$
|
1,195,743
|
|
|
$
|
1,151,916
|
|
|
$
|
1,106,505
|
|
|
3.8
|
%
|
|
4.1
|
%
|
Operating income
|
|
208,789
|
|
|
203,933
|
|
|
187,226
|
|
|
2.4
|
%
|
|
8.9
|
%
|
|||
Operating margin
|
|
17.5
|
%
|
|
17.7
|
%
|
|
16.9
|
%
|
|
(0.2) pt.
|
|
|
0.8 pt.
|
|
|
|
|
|
|
|
|
|
Change
|
||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
Total revenue
|
|
$
|
499,976
|
|
|
$
|
455,390
|
|
|
$
|
391,129
|
|
|
9.8
|
%
|
|
16.4
|
%
|
Operating income
|
|
106,820
|
|
|
91,539
|
|
|
87,908
|
|
|
16.7
|
%
|
|
4.1
|
%
|
|||
Operating margin
|
|
21.4
|
%
|
|
20.1
|
%
|
|
22.5
|
%
|
|
1.3 pt.
|
|
|
(2.4) pt.
|
|
|
|
|
|
|
|
|
|
Change
|
||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
Total revenue
|
|
$
|
153,343
|
|
|
$
|
165,511
|
|
|
$
|
176,448
|
|
|
(7.4
|
%)
|
|
(6.2
|
%)
|
Operating income
|
|
53,118
|
|
|
58,859
|
|
|
57,499
|
|
|
(9.8
|
%)
|
|
2.4
|
%
|
|||
Operating margin
|
|
34.6
|
%
|
|
35.6
|
%
|
|
32.6
|
%
|
|
(1.0) pt.
|
|
|
3.0 pt.
|
|
|
|
|
|
|
|
|
|
Change
|
||||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||
Net cash provided by operating activities
|
|
$
|
319,312
|
|
|
$
|
309,631
|
|
|
$
|
285,098
|
|
|
$
|
9,681
|
|
|
$
|
24,533
|
|
Net cash used by investing activities
|
|
(310,786
|
)
|
|
(251,140
|
)
|
|
(136,043
|
)
|
|
(59,646
|
)
|
|
(115,097
|
)
|
|||||
Net cash provided (used) by financing activities
|
|
4,275
|
|
|
(48,387
|
)
|
|
(204,048
|
)
|
|
52,662
|
|
|
155,661
|
|
|||||
Effect of exchange rate change on cash
|
|
1,346
|
|
|
(9,218
|
)
|
|
(4,555
|
)
|
|
10,564
|
|
|
(4,663
|
)
|
|||||
Net change in cash and cash equivalents
|
|
$
|
14,147
|
|
|
$
|
886
|
|
|
$
|
(59,548
|
)
|
|
$
|
13,261
|
|
|
$
|
60,434
|
|
|
|
|
|
|
|
|
|
Change
|
||||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||
Income tax payments
|
|
$
|
97,309
|
|
|
$
|
110,999
|
|
|
$
|
100,639
|
|
|
$
|
(13,690
|
)
|
|
$
|
10,360
|
|
Medical benefit payments
(1)
|
|
35,217
|
|
|
27,764
|
|
|
15,444
|
|
|
7,453
|
|
|
12,320
|
|
|||||
Performance-based compensation payments
(2)
|
|
32,792
|
|
|
31,046
|
|
|
25,050
|
|
|
1,746
|
|
|
5,996
|
|
|||||
Contract acquisition payments
|
|
23,068
|
|
|
12,806
|
|
|
16,567
|
|
|
10,262
|
|
|
(3,761
|
)
|
|||||
Interest payments
|
|
20,975
|
|
|
24,286
|
|
|
39,946
|
|
|
(3,311
|
)
|
|
(15,660
|
)
|
|||||
Severance payments
|
|
5,938
|
|
|
5,172
|
|
|
8,142
|
|
|
766
|
|
|
(2,970
|
)
|
|||||
Incentive payment related to previous acquisition
|
|
5,434
|
|
|
—
|
|
|
—
|
|
|
5,434
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Change
|
||||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||
Net change in debt
|
|
$
|
116,811
|
|
|
$
|
65,938
|
|
|
$
|
—
|
|
|
$
|
50,873
|
|
|
$
|
65,938
|
|
Proceeds from issuing shares under employee plans
|
|
9,114
|
|
|
5,895
|
|
|
9,148
|
|
|
3,219
|
|
|
(3,253
|
)
|
|||||
Proceeds from sale of facility
|
|
—
|
|
|
—
|
|
|
8,451
|
|
|
—
|
|
|
(8,451
|
)
|
|
|
|
|
|
|
|
|
Change
|
||||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||
Payments for acquisitions, net of cash acquired
|
|
$
|
270,939
|
|
|
$
|
212,990
|
|
|
$
|
105,029
|
|
|
$
|
57,949
|
|
|
$
|
107,961
|
|
Net change in debt
|
|
—
|
|
|
—
|
|
|
94,403
|
|
|
—
|
|
|
(94,403
|
)
|
|||||
Cash dividends paid to shareholders
|
|
58,720
|
|
|
59,755
|
|
|
57,603
|
|
|
(1,035
|
)
|
|
2,152
|
|
|||||
Payments for common shares repurchased
|
|
55,224
|
|
|
59,952
|
|
|
60,119
|
|
|
(4,728
|
)
|
|
(167
|
)
|
|||||
Purchases of capital assets
|
|
46,614
|
|
|
43,261
|
|
|
41,119
|
|
|
3,353
|
|
|
2,142
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
|
|
||||||||||||
(in thousands)
|
|
Amount
|
|
Weighted-
average interest rate
|
|
Amount
|
|
Weighted-
average interest rate
|
|
Change
|
||||||||
Fixed interest rate
|
|
$
|
1,685
|
|
|
2.0
|
%
|
|
$
|
2,109
|
|
|
2.0
|
%
|
|
$
|
(424
|
)
|
Floating interest rate
|
|
756,963
|
|
|
2.2
|
%
|
|
626,909
|
|
|
2.9
|
%
|
|
130,054
|
|
|||
Total debt
|
|
758,648
|
|
|
2.2
|
%
|
|
629,018
|
|
|
2.9
|
%
|
|
129,630
|
|
|||
Shareholders’ equity
|
|
880,970
|
|
|
|
|
|
745,069
|
|
|
|
|
|
135,901
|
|
|||
Total capital
|
|
$
|
1,639,618
|
|
|
|
|
|
$
|
1,374,087
|
|
|
|
|
|
$
|
265,531
|
|
(in thousands)
|
Total available
|
||
Revolving credit facility commitment
|
$
|
525,000
|
|
Amount drawn on revolving credit facility
|
(428,000
|
)
|
|
Outstanding letters of credit
(1)
|
(10,865
|
)
|
|
Net available for borrowing as of December 31, 2016
|
$
|
86,135
|
|
(in thousands)
|
|
Total
|
|
2017
|
|
2018 and 2019
|
|
2020 and 2021
|
|
2022 and thereafter
|
||||||||||
Long-term debt
|
|
$
|
758,000
|
|
|
$
|
35,063
|
|
|
$
|
722,937
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Lease obligations
|
|
42,306
|
|
|
14,046
|
|
|
21,636
|
|
|
5,539
|
|
|
1,085
|
|
|||||
Purchase obligations
|
|
67,109
|
|
|
29,649
|
|
|
32,229
|
|
|
5,163
|
|
|
68
|
|
|||||
Other non-current liabilities
(1)
|
|
89,909
|
|
|
29,693
|
|
|
41,794
|
|
|
15,569
|
|
|
2,853
|
|
|||||
Total contractual obligations
|
|
$
|
957,324
|
|
|
$
|
108,451
|
|
|
$
|
818,596
|
|
|
$
|
26,271
|
|
|
$
|
4,006
|
|
•
|
Payments for uncertain tax positions – Due to the nature of the underlying liabilities and the extended time frame often needed to resolve income tax uncertainties, we cannot make reliable estimates of the amount or timing of cash payments that may be required to settle these liabilities. Our liability for uncertain tax positions, including accrued interest and penalties, was
$8.7 million
as of
December 31, 2016
, excluding tax benefits of deductible interest and the federal benefit of deductible state income tax.
|
•
|
Deferred income taxes of business held for sale – As of
December 31, 2016
, other non-current liabilities included
$5.7 million
of deferred income taxes related to a small business distributor held for sale. Further information regarding net assets held for sale can be found under the caption "Note 2: Supplemental balance sheet and cash flow information" of the Notes to Consolidated Financial Statements appearing in Item 8 of this report.
|
•
|
A portion of the amount due under our deferred compensation plan – Under this plan, some employees may begin receiving payments upon the termination of employment or disability, and we cannot predict when these events will occur. As such,
$3.4 million
of our deferred compensation liability as of
December 31, 2016
is excluded from the obligations shown in the table above.
|
•
|
Benefit payments for our postretirement benefit plan – We have the option of paying benefits from the accumulated assets of the plan or from the general funds of the company. Additionally, we expect the plan assets to earn income over time. As such, we cannot predict when or if payments from our general funds will be required. We anticipate that we will utilize plan assets to pay a majority of our benefits during 2017. Our postretirement benefit plan was overfunded
$23.9 million
as of
December 31, 2016
.
|
•
|
Income tax payments, which are dependent upon our taxable income.
|
(in thousands)
|
|
One-percentage-point increase
|
|
One-percentage-point decrease
|
||||
Effect on total of service and interest cost
|
|
$
|
61
|
|
|
$
|
(57
|
)
|
Effect on benefit obligation
|
|
1,507
|
|
|
(1,413
|
)
|
(in thousands)
|
|
Carrying amount
|
|
Fair value
(1)
|
|
Weighted-average interest rate
|
|||||
Amount drawn on revolving credit facility
|
|
$
|
428,000
|
|
|
$
|
428,000
|
|
|
2.2
|
%
|
Amount outstanding under term loan facility
|
|
328,963
|
|
|
330,000
|
|
|
2.3
|
%
|
||
Capital lease obligations
|
|
1,685
|
|
|
1,685
|
|
|
2.0
|
%
|
||
Total debt
|
|
$
|
758,648
|
|
|
$
|
759,685
|
|
|
2.2
|
%
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
|
|
|
$
|
|
|
Trade accounts receivable, net of allowances for uncollectible accounts
|
|
|
|
|
|
|
||
Inventories and supplies
|
|
|
|
|
|
|
||
Funds held for customers
|
|
|
|
|
|
|
||
Other current assets
|
|
|
|
|
|
|
||
Total current assets
|
|
|
|
|
|
|
||
Deferred income taxes
|
|
|
|
|
|
|
||
Long-term investments (including $1,877 and $2,091 of investments at fair value, respectively)
|
|
|
|
|
|
|
||
Property, plant and equipment, net of accumulated depreciation
|
|
|
|
|
|
|
||
Assets held for sale
|
|
|
|
|
|
|
||
Intangibles, net of accumulated amortization
|
|
|
|
|
|
|
||
Goodwill
|
|
|
|
|
|
|
||
Other non-current assets
|
|
|
|
|
|
|
||
Total assets
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
|
|
|
$
|
|
|
Accrued liabilities
|
|
|
|
|
|
|
||
Long-term debt due within one year
|
|
|
|
|
|
|
||
Total current liabilities
|
|
|
|
|
|
|
||
Long-term debt
|
|
|
|
|
|
|
||
Deferred income taxes
|
|
|
|
|
|
|
||
Other non-current liabilities
|
|
|
|
|
|
|
||
Commitments and contingencies (Notes 9, 13 and 14)
|
|
|
|
|
|
|
||
Shareholders’ equity:
|
|
|
|
|
|
|
||
Common shares $1 par value (authorized: 500,000 shares; outstanding: December 31, 2016 – 48,546; December 31, 2015 – 49,019)
|
|
|
|
|
|
|
||
Retained earnings
|
|
|
|
|
|
|
||
Accumulated other comprehensive loss
|
|
(
|
)
|
|
(
|
)
|
||
Total shareholders’ equity
|
|
|
|
|
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
|
|
|
$
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Product revenue
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Service revenue
|
|
|
|
|
|
|
|
|
|
|||
Total revenue
|
|
|
|
|
|
|
|
|
|
|||
Cost of products
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Cost of services
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Total cost of revenue
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Gross profit
|
|
|
|
|
|
|
|
|
|
|||
Selling, general and administrative expense
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Net restructuring charges
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Asset impairment charges
|
|
|
|
|
|
|
|
(
|
)
|
|||
Net loss on sale of facility
|
|
|
|
|
|
|
|
(
|
)
|
|||
Operating income
|
|
|
|
|
|
|
|
|
|
|||
Loss on early debt extinguishment
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|||
Interest expense
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Other income
|
|
|
|
|
|
|
|
|
|
|||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|||
Income tax provision
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Net income
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Basic earnings per share
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Diluted earnings per share
|
|
|
|
|
|
|
|
|
|
|||
Cash dividends per share
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Reclassification of loss on derivative instruments from other comprehensive loss to net income
|
|
|
|
|
|
|
|
|
|
|||
Postretirement benefit plans:
|
|
|
|
|
|
|
||||||
Net actuarial gain (loss) arising during the year
|
|
|
|
|
(
|
)
|
|
|
|
|||
Less reclassification of amounts from other comprehensive loss to net income:
|
|
|
|
|
|
|
||||||
Amortization of prior service credit
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Amortization of net actuarial loss
|
|
|
|
|
|
|
|
|
|
|||
Postretirement benefit plans
|
|
|
|
|
(
|
)
|
|
|
|
|||
Unrealized holding (losses) gains on securities arising during the year
|
|
(
|
)
|
|
|
|
|
|
|
|||
Unrealized foreign currency translation adjustment
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
Other comprehensive income (loss)
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
Comprehensive income
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
||||||
Income tax (expense) benefit of other comprehensive income (loss) included in above amounts:
|
|
|
|
|
|
|
||||||
Reclassification of loss on derivative instruments from other comprehensive loss to net income
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
Postretirement benefit plans:
|
|
|
|
|
|
|
||||||
Net actuarial gain (loss) arising during the year
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|||
Less reclassification of amounts from other comprehensive loss to net income:
|
|
|
|
|
|
|
||||||
Amortization of prior service credit
|
|
|
|
|
|
|
|
|
|
|||
Amortization of net actuarial loss
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Postretirement benefit plans
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|||
Unrealized holding (losses) gains on securities arising during the year
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
Total net tax (expense) benefit included in other comprehensive income (loss)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
|
Common shares
|
|
Common shares
par value
|
|
Additional paid-in capital
|
|
Retained earnings
|
|
Accumulated other comprehensive loss
|
|
Total
|
|||||||||||
Balance, December 31, 2013
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|||||
Cash dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
(
|
)
|
|||||
Common shares issued
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|||||
Tax impact of share-based awards
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|||||
Common shares repurchased
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
—
|
|
|
(
|
)
|
|||||
Other common shares retired
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
—
|
|
|
(
|
)
|
|||||
Fair value of share-based compensation
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
(
|
)
|
|||||
Balance, December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|||||
Cash dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
(
|
)
|
|||||
Common shares issued
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|||||
Tax impact of share-based awards
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|||||
Common shares repurchased
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
—
|
|
|
(
|
)
|
|||||
Other common shares retired
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|||||
Fair value of share-based compensation
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
(
|
)
|
|||||
Balance, December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|||||
Cash dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
(
|
)
|
|||||
Common shares issued
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|||||
Common shares repurchased
|
|
(901
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
—
|
|
|
(
|
)
|
|||||
Other common shares retired
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|||||
Fair value of share-based compensation
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|||||
Balance, December 31, 2016
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
||||
Depreciation
|
|
|
|
|
|
|
|
|
|
|||
Amortization of intangibles
|
|
|
|
|
|
|
|
|
|
|||
Asset impairment charges
|
|
|
|
|
|
|
|
|
|
|||
Amortization of contract acquisition costs
|
|
|
|
|
|
|
|
|
|
|||
Deferred income taxes
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
Employee share-based compensation expense
|
|
|
|
|
|
|
|
|
|
|||
Loss on early debt extinguishment
|
|
|
|
|
|
|
|
|
|
|||
Other non-cash items, net
|
|
|
|
|
|
|
|
|
|
|||
Changes in assets and liabilities, net of effect of acquisitions:
|
|
|
|
|
|
|
|
|
||||
Trade accounts receivable
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Inventories and supplies
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
Other current assets
|
|
|
|
|
|
|
|
(
|
)
|
|||
Non-current assets
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Accounts payable
|
|
|
|
|
(
|
)
|
|
|
|
|||
Contract acquisition payments
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Other accrued and non-current liabilities
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|||
Net cash provided by operating activities
|
|
|
|
|
|
|
|
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||
Purchases of capital assets
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Payments for acquisitions, net of cash acquired
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Proceeds from company-owned life insurance policies
|
|
|
|
|
|
|
|
|
|
|||
Proceeds from sale of facility
|
|
|
|
|
|
|
|
|
|
|||
Other
|
|
|
|
|
|
|
|
|
|
|||
Net cash used by investing activities
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||
Proceeds from issuing long-term debt
|
|
|
|
|
|
|
|
|
|
|||
Payments on long-term debt, including costs of debt reacquisition
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Proceeds from issuing shares under employee plans
|
|
|
|
|
|
|
|
|
|
|||
Excess tax benefit from share-based employee awards
|
|
|
|
|
|
|
|
|
|
|||
Employee taxes paid for shares withheld
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Payments for common shares repurchased
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Cash dividends paid to shareholders
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Other
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Net cash provided (used) by financing activities
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
Effect of exchange rate change on cash
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
Net change in cash and cash equivalents
|
|
|
|
|
|
|
|
(
|
)
|
|||
Cash and cash equivalents, beginning of year
|
|
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents, end of year
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
December 31, 2015
|
||||||||||
(in thousands)
|
|
As previously reported
|
|
Adjustment
|
|
As revised
|
||||||
Other current assets
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
Total current assets
|
|
|
|
|
(
|
)
|
|
|
|
|||
Other non-current assets
|
|
|
|
|
|
|
|
|
|
|||
Short-term borrowings
|
|
|
|
|
(
|
)
|
|
|
|
|||
Total current liabilities
|
|
|
|
|
(
|
)
|
|
|
|
|||
Long-term debt
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
As previously reported
|
|
Adjustment
|
|
As revised
|
||||||
2015:
|
|
|
|
|
|
|
||||||
Net proceeds from short-term borrowings
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
Proceeds from issuing long-term debt
|
|
|
|
|
|
|
|
|
|
|||
Payments on long-term debt, including costs of debt reacquisition
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
2014:
|
|
|
|
|
|
|
||||||
Net proceeds from short-term borrowings
(1)
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
Proceeds from issuing long-term debt
|
|
|
|
|
|
|
|
|
|
|||
Payments on long-term debt, including costs of debt reacquisition
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
•
|
The fair value of stock options is measured on the grant date using the Black-Scholes option pricing model. The related compensation expense is recognized on the straight-line basis, net of estimated forfeitures, over the options' vesting periods.
|
•
|
The fair value of restricted stock and a portion of our restricted stock unit awards is measured on the grant date based on the market value of our common stock. The related compensation expense, net of estimated forfeitures, is recognized over the applicable service period.
|
•
|
Certain of our restricted stock unit awards may be settled in cash if an employee voluntarily chooses to leave the company. These awards are included in accrued liabilities and other non-current liabilities in the consolidated balance sheets and are re-measured at fair value as of each balance sheet date.
|
•
|
Compensation expense resulting from the
|
•
|
The performance share awards specify certain performance/market-based conditions that must be achieved in order for the awards to vest. For the portion of the awards based on a performance condition, the performance target is not considered in determining the fair value of the awards and thus, fair value is measured on the grant date based on the market value of our common stock. The related compensation expense for this type of award is recognized, net of estimated forfeitures, over the related service period. The amount of compensation expense is dependent on our periodic assessment of the probability of the targets being achieved and our estimate, which may vary over time, of the number of shares that ultimately will be issued. For the portion of the awards based on a market condition, fair value is calculated on the grant date using the Monte Carlo simulation model. All compensation cost for these awards is recognized, net of estimated forfeitures, over the related service period, even if the market condition is never satisfied.
|
•
|
Consolidated statements of income
– The new standard requires that the tax effects of share-based compensation be recognized in the income tax provision. Previously, these amounts were recognized in additional paid-in capital. Net tax benefits related to share-based compensation awards of
$
|
•
|
Consolidated statements of cash flows
– The standard requires that excess tax benefits from share-based employee awards be reported as operating activities in the consolidated statements of cash flows. Previously, these cash flows were included in financing activities. We elected to apply this change on a prospective basis, resulting in an increase in net cash provided by operating activities and a decrease in net cash provided by financing activities of
$
|
(in thousands)
|
|
2016
|
|
2015
|
||||
Trade accounts receivable – gross
|
|
$
|
|
|
|
$
|
|
|
Allowances for uncollectible accounts
|
|
(
|
)
|
|
(
|
)
|
||
Trade accounts receivable – net
|
|
$
|
|
|
|
$
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance, beginning of year
|
|
$
|
4,816
|
|
|
$
|
4,335
|
|
|
$
|
|
|
Bad debt expense
|
|
|
|
|
|
|
|
|
|
|||
Write-offs, net of recoveries
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Balance, end of year
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
||||
Raw materials
|
|
$
|
|
|
|
$
|
|
|
Semi-finished goods
|
|
|
|
|
|
|
||
Finished goods
|
|
|
|
|
|
|
||
Supplies
|
|
|
|
|
|
|
||
Inventories and supplies
|
|
$
|
|
|
|
$
|
|
|
|
|
December 31, 2016
|
||||||||||||||
(in thousands)
|
|
Cost
|
|
Gross unrealized gains
|
|
Gross unrealized losses
|
|
Fair value
|
||||||||
Funds held for customers:
(1)
|
|
|
|
|
|
|
|
|
||||||||
Domestic money market fund
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Canadian and provincial government securities
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||
Canadian guaranteed investment certificates
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Available-for-sale securities
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
|
December 31, 2015
|
||||||||||||||
(in thousands)
|
|
Cost
|
|
Gross unrealized gains
|
|
Gross unrealized losses
|
|
Fair value
|
||||||||
Canadian and provincial government securities
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
Canadian guaranteed investment certificates
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Available-for-sale securities (funds held for customers)
(1)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||
Canadian money market fund (other current assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Available-for-sale securities
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
(in thousands)
|
|
Fair value
|
||
Due in one year or less
|
|
$
|
|
|
Due in two to five years
|
|
|
|
|
Due in six to ten years
|
|
|
|
|
Available-for-sale securities
|
|
$
|
|
|
|
|
2016
|
|
2015
|
||||||||||||||||||||
(in thousands)
|
|
Gross carrying amount
|
|
Accumulated depreciation
|
|
Net carrying amount
|
|
Gross carrying amount
|
|
Accumulated depreciation
|
|
Net carrying amount
|
||||||||||||
Land and improvements
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
Buildings and improvements
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||||
Machinery and equipment
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||||
Property, plant and equipment
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
Balance sheet caption
|
||||
Current assets
|
|
$
|
|
|
|
$
|
|
|
|
Other current assets
|
Intangibles
|
|
|
|
|
|
|
|
Assets held for sale
|
||
Other non-current assets
|
|
|
|
|
|
|
|
Assets held for sale
|
||
Accrued liabilities
|
|
(
|
)
|
|
(
|
)
|
|
Accrued liabilities
|
||
Non-current deferred income tax liabilities
|
|
(
|
)
|
|
(
|
)
|
|
Other non-current liabilities
|
||
Net assets held for sale
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
2016
|
|
2015
|
||||||||||||||||||||
(in thousands)
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net carrying amount
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net carrying amount
|
||||||||||||
Indefinite-lived:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade name
|
|
$
|
|
|
|
$
|
—
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
—
|
|
|
$
|
|
|
Amortizable intangibles:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Internal-use software
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||||
Customer lists/relationships
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||||
Trade names
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||||
Software to be sold
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||||
Technology-based intangible
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||||
Amortizable intangibles
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||||
Intangibles
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Internal-use software
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Software to be sold
|
|
|
|
|
|
|
|
|
|
|||
Other amortizable intangibles
|
|
|
|
|
|
|
|
|
|
|||
Amortization of intangibles
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
(in thousands)
|
|
Estimated
amortization
expense
|
||
2017
|
|
$
|
|
|
2018
|
|
|
|
|
2019
|
|
|
|
|
2020
|
|
|
|
|
2021
|
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
(in thousands)
|
|
Amount
|
|
Weighted-average amortization period
(in years)
|
|
Amount
|
|
Weighted-average amortization period
(in years)
|
|
Amount
|
|
Weighted-average amortization period
(in years)
|
||||||
Internal-use software
|
|
$
|
|
|
|
|
|
$
|
|
|
|
|
|
$
|
|
|
|
|
Customer lists/relationships
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Technology-based intangible
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|||
Software to be sold
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|||
Trade names
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Other
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
|
|||
Acquired intangibles
|
|
$
|
|
|
|
|
|
$
|
|
|
|
|
|
$
|
|
|
|
|
(in thousands)
|
|
Small
Business
Services
|
|
Financial
Services
|
|
Direct
Checks
|
|
Total
|
||||||||
Balance, December 31, 2014:
|
|
|
|
|
|
|
|
|
||||||||
Goodwill, gross
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Accumulated impairment charges
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
||||
Goodwill, net of accumulated impairment charges
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Measurement-period adjustment for acquisition of Wausau Financial Systems, Inc.
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
(
|
)
|
||||
Goodwill resulting from acquisitions
|
|
|
|
|
|
|
|
—
|
|
|
|
|
||||
Currency translation adjustment
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
(
|
)
|
||||
Balance, December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Goodwill, gross
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accumulated impairment charges
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
||||
Goodwill, net of accumulated impairment charges
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Measurement-period adjustment for acquisition of Datamyx, LLC
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
||||
Goodwill resulting from acquisitions
|
|
|
|
|
|
|
|
—
|
|
|
|
|
||||
Currency translation adjustment
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
||||
Balance, December 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Goodwill, gross
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accumulated impairment charges
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
||||
Goodwill, net of accumulated impairment charges
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
||||
Contract acquisition costs
|
|
$
|
|
|
|
$
|
|
|
Postretirement benefit plan asset (Note 12)
|
|
|
|
|
|
|
||
Loans and notes receivable from distributors
|
|
|
|
|
|
|
||
Deferred advertising costs
|
|
|
|
|
|
|
||
Other
|
|
|
|
|
|
|
||
Other non-current assets
|
|
$
|
|
|
|
$
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance, beginning of year
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Additions
(1)
|
|
|
|
|
|
|
|
|
|
|||
Amortization
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Other
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Balance, end of year
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
||||
Funds held for customers
|
|
$
|
|
|
|
$
|
|
|
Deferred revenue
|
|
|
|
|
|
|
||
Employee profit sharing/cash bonus
|
|
|
|
|
|
|
||
Income tax
|
|
|
|
|
|
|
||
Customer rebates
|
|
|
|
|
|
|
||
Acquisition-related liabilities
(1)
|
|
|
|
|
|
|
||
Contract acquisition costs due within one year
|
|
|
|
|
|
|
||
Restructuring due within one year (Note 8)
|
|
|
|
|
|
|
||
Other
|
|
|
|
|
|
|
||
Accrued liabilities
|
|
$
|
|
|
|
$
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
||||
Contract acquisition costs
|
|
$
|
|
|
|
$
|
|
|
Acquisition-related liabilities
(1)
|
|
|
|
|
|
|
||
Other
|
|
|
|
|
|
|
||
Other non-current liabilities
|
|
$
|
|
|
|
$
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Income taxes paid
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Interest paid
|
|
|
|
|
|
|
|
|
|
|||
Non-cash investing activities:
|
|
|
|
|
|
|
||||||
Acquisition-related liabilities
(1)
|
|
|
|
|
|
|
|
|
|
(dollars, shares and options in thousands, except per share amounts)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Earnings per share – basic:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Income allocated to participating securities
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Income available to common shareholders
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Weighted-average shares outstanding
|
|
|
|
|
|
|
|
|
|
|||
Earnings per share – basic
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
||||||
Earnings per share – diluted:
|
|
|
|
|
|
|
|
|
||||
Net income
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Income allocated to participating securities
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Re-measurement of share-based awards classified as liabilities
|
|
|
|
|
(
|
)
|
|
|
|
|||
Income available to common shareholders
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Weighted-average shares outstanding
|
|
|
|
|
|
|
|
|
|
|||
Dilutive impact of potential common shares
|
|
|
|
|
|
|
|
|
|
|||
Weighted-average shares and potential common shares outstanding
|
|
|
|
|
|
|
|
|
|
|||
Earnings per share – diluted
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
||||||
Antidilutive options excluded from calculation
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive loss component
|
|
Amounts reclassified from accumulated other comprehensive loss
|
|
Affected line item in consolidated statements of income
|
||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
|
||||||
Amortization of loss on interest rate locks
(1)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
Interest expense
|
Tax benefit
|
|
|
|
|
|
|
|
|
|
|
Income tax provision
|
|||
Amortization of loss on interest rate locks, net of tax
|
|
|
|
|
|
|
|
(
|
)
|
|
Net income
|
|||
Amortization of postretirement benefit plan items:
|
|
|
|
|
|
|
|
|
||||||
Prior service credit
|
|
|
|
|
|
|
|
|
|
|
(2)
|
|||
Net actuarial loss
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(2)
|
|||
Total amortization
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(2)
|
|||
Tax benefit
|
|
|
|
|
|
|
|
|
|
|
(2)
|
|||
Amortization of postretirement benefit plan items, net of tax
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(2)
|
|||
Total reclassifications, net of tax
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
|
(in thousands)
|
|
Postretirement benefit plans, net of tax
|
|
Loss on derivatives, net of tax
(1)
|
|
Net unrealized (loss) gain on marketable securities, net of tax
|
|
Currency translation adjustment
|
|
Accumulated other comprehensive loss
|
||||||||||
Balance, December 31, 2013
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net current-period other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||||
Balance, December 31, 2014
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||
Other comprehensive (loss) income before reclassifications
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net current-period other comprehensive (loss) income
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||||
Balance, December 31, 2015
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||
Other comprehensive income (loss) before reclassifications
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net current-period other comprehensive income (loss)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|||||
Balance, December 31, 2016
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
•
|
In February 2016, we acquired selected assets of Category 99, Inc., doing business as MacHighway®, a web hosting and domain registration service provider.
|
•
|
In March 2016, we acquired selected assets of New England Art Publishers, Inc., doing business as Birchcraft Studios, a supplier of personalized invitations, holiday cards, all-occasion cards and social announcements.
|
•
|
In June 2016, we acquired selected assets of L.A.M. Enterprises, Inc., a provider of printed and promotional products.
|
•
|
In June 2016, we acquired selected assets of National Document Solutions, LLC, a provider of printing, promotional products, office products, scanning and document management solutions.
|
•
|
In June 2016, we acquired selected assets of Liquid Web, LLC, a web hosting services provider.
|
•
|
In July 2016, we acquired selected assets of Inkhead, Inc., a provider of customized promotional products. The allocation of the purchase price based upon the estimated fair values of the assets acquired and liabilities assumed resulted in tax-deductible goodwill of
$
|
•
|
In April 2016, we acquired selected assets of 180 Fusion LLC, a digital marketing services provider. The preliminary allocation of the purchase price based upon the estimated fair values of the assets acquired and liabilities assumed resulted in tax-deductible goodwill of
$
|
•
|
In August 2016, we acquired selected assets of BNBS, Inc., doing business as B&B Solutions, a provider of printing, promotional and office products and services. The preliminary allocation of the purchase price based upon the estimated fair values of the assets acquired and liabilities assumed resulted in tax-deductible goodwill of
$
|
•
|
In September 2016, we acquired all of the outstanding capital stock of Payce, Inc., a provider of payroll processing, payroll tax filing and related payroll services. The preliminary allocation of the purchase price based upon the estimated fair values of the assets acquired and liabilities assumed resulted in tax-deductible goodwill of
$
|
•
|
In October 2016, we acquired selected assets of Excel Graphic Services, Inc., a provider of printing, promotional products and document management services.
|
•
|
In October 2016, we acquired selected assets of PTM Document Systems, Inc., the exclusive source of the Print to Mail™ systems used in schools, hospitals and businesses.
|
•
|
In December 2016, we acquired selected assets of Digihost Ltd., a web services provider located in Ireland.
|
•
|
During 2016, we acquired the operations of several small business distributors. The assets acquired consisted primarily of customer list intangible assets. As these distributors were previously part of our Safeguard distributor network, our revenue was not impacted by these acquisitions and the impact to our costs was not significant.
|
•
|
In October 2016, we acquired selected assets of Data Support Systems, Inc., a provider of image-based software for payment-related back-office case management. The preliminary allocation of the purchase price based upon the estimated fair values of the assets acquired and liabilities assumed resulted in tax-deductible goodwill of
$
|
•
|
In December 2016, we acquired all of the equity of First Manhattan Consulting Group, LLC (FMCG Direct), a provider of data-driven marketing solutions for financial institutions. The preliminary allocation of the purchase price based upon the estimated fair values of the assets acquired and liabilities assumed resulted in tax-deductible goodwill of
$
|
(in thousands)
|
|
FMCG Direct
|
||
Net tangible assets acquired and liabilities assumed
(1)
|
|
$
|
|
|
Identifiable intangible assets:
|
|
|
||
Customer list/relationships
|
|
|
|
|
Technology-based intangible
|
|
|
|
|
Trade name
|
|
|
|
|
Total intangible assets
(2)
|
|
|
|
|
Goodwill
|
|
|
|
|
Total aggregate purchase price
|
|
|
|
|
Liability for holdback payments
|
|
(
|
)
|
|
Payment for acquisition, net of cash acquired
|
|
$
|
|
|
•
|
In January 2015, we acquired selected assets of Range, Inc., a marketing services provider.
|
•
|
In February 2015, we acquired selected assets of Verify Valid LLC, a provider of electronic check payment services. The allocation of the purchase price based upon the estimated fair values of the assets acquired and liabilities assumed resulted in tax-deductible goodwill of
$
|
•
|
In August 2015, we acquired selected assets of Tech Assets, Inc., a provider of shared hosting websites to small businesses using cPanel web hosting technology. The allocation of the purchase price based upon the estimated fair values of the assets acquired and liabilities assumed resulted in tax-deductible goodwill of
$
|
•
|
In September 2015, we acquired selected assets of FMC Resource Management Corporation, a marketing services provider.
|
•
|
In October 2015, we acquired all of the equity of Datamyx LLC, a provider of risk-based, date-driven marketing solutions. The allocation of the purchase price based upon the estimated fair values of the assets acquired and liabilities assumed resulted in tax-deductible goodwill of
$
|
•
|
In December 2015, we acquired substantially all of the assets of FISC Solutions, a provider of back-office treasury management and outsourcing solutions.
|
(in thousands)
|
|
Datamyx LLC
|
||
Net tangible assets acquired and liabilities assumed
(1)
|
|
$
|
|
|
Identifiable intangible assets:
|
|
|
||
Customer list/relationships
|
|
|
|
|
Internal-use software
|
|
|
|
|
Trade name
|
|
|
|
|
Total intangible assets
(2)
|
|
|
|
|
Goodwill
|
|
|
|
|
Payment for acquisition, net of cash acquired
|
|
$
|
|
|
•
|
In January 2014, we acquired all of the outstanding capital stock of NetClime, Inc., a provider of website development software. The allocation of the purchase price based upon the estimated fair value of the assets acquired and liabilities assumed resulted in goodwill of
$
|
•
|
I
n May 2014, we acquired selected assets of Gift Box Corporation of America (GBCA), a supplier of retail packaging solutions, including gift boxes, bags, bows, ribbons and wraps. We are operating this business under the name WholeStyle Packaging
TM
.
|
•
|
During 2014, we acquired the operations of several small business distributors,
|
•
|
In October 2014, we acquired all of the outstanding capital stock of Wausau Financial Systems, Inc. (Wausau), a provider of software-based solutions for receivables management, lockbox processing, remote deposit capture and paperless branch solutions to financial institutions, utilities, government agencies and telecommunications companies. The allocation of the purchase price based upon the estimated fair value of the assets acquired and liabilities assumed resulted in goodwill of
$
|
(in thousands)
|
|
2016 acquisitions
(1)
|
|
2015 acquisitions
(2)
|
|
2014 acquisitions
(3)
|
||||||
Net tangible assets acquired and liabilities assumed
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
Identifiable intangible assets:
|
|
|
|
|
|
|
||||||
Customer lists/relationships
|
|
|
|
|
|
|
|
|
|
|||
Technology-based intangible
|
|
|
|
|
|
|
|
|
|
|||
Internal-use software
|
|
|
|
|
|
|
|
|
|
|||
Software to be sold
|
|
|
|
|
|
|
|
|
|
|||
Trade names
|
|
|
|
|
|
|
|
|
|
|||
Other
|
|
|
|
|
|
|
|
|
|
|||
Total intangible assets
|
|
|
|
|
|
|
|
|
|
|||
Goodwill
|
|
|
|
|
|
|
|
|
|
|||
Total aggregate purchase price
|
|
|
|
|
|
|
|
|
|
|||
Liabilities for holdback payments and contingent consideration
(4)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Non-cash consideration
(5)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Net cash paid for current year acquisitions
|
|
|
|
|
|
|
|
|
|
|||
Holdback payments for prior year acquisitions
|
|
|
|
|
|
|
|
|
|
|||
Payments for acquisitions, net of cash acquired
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
Fair value measurements using
|
|
|
||||||||||||||
|
|
Fair value as of
measurement date
|
|
Quoted prices in active markets for identical assets
|
|
Significant other observable inputs
|
|
Significant unobservable inputs
|
|
Asset impairment charge
|
||||||||||
(in thousands)
|
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
||||||||||||
Internal-use software
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Customer relationships
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Trade name
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total impairment charge
|
|
|
|
|
|
|
|
|
|
$
|
|
|
(in thousands)
|
|
Accrued contingent consideration
|
||
Balance, December 31, 2014
|
|
$
|
|
|
Acquisition date fair value
|
|
|
|
|
Change in fair value
|
|
|
|
|
Payments
|
|
(
|
)
|
|
Balance, December 31, 2015
|
|
|
|
|
Acquisition date fair value
|
|
|
|
|
Change in fair value
|
|
(
|
)
|
|
Payments
|
|
(
|
)
|
|
Balance, December 31, 2016
|
|
$
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Gain from derivatives
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Loss from change in fair value of hedged debt
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Net increase in interest expense
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
|
|
|
Fair value measurements using
|
||||||||||||
|
|
Fair value as of
December 31, 2016
|
|
Quoted prices in active markets for identical assets
|
|
Significant other observable inputs
|
|
Significant unobservable inputs
|
||||||||
(in thousands)
|
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|||||||||
Cash equivalents (funds held for customers)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Available-for-sale marketable securities (funds held for customers)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term investments in mutual funds
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accrued contingent consideration
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
Fair value measurements using
|
||||||||||||
|
|
Fair value as of
December 31, 2015
|
|
Quoted prices in active markets for identical assets
|
|
Significant other
observable
inputs
|
|
Significant unobservable inputs
|
||||||||
(in thousands)
|
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|||||||||
Available-for-sale marketable securities (funds held for customers)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Available-for-sale marketable securities (other current assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term investments in mutual funds
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accrued contingent consideration
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
||||
Derivative liabilities
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
Fair value measurements using
|
||||||||||||||||
|
|
December 31, 2016
|
|
Quoted prices in active markets for identical assets
|
|
Significant other observable inputs
|
|
Significant unobservable inputs
|
||||||||||||
(in thousands)
|
|
Carrying value
|
|
Fair value
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||||
Cash
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Cash (funds held for customers)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Loans and notes receivable from distributors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term debt
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value measurements using
|
||||||||||||||||
|
|
December 31, 2015
|
|
Quoted prices in active markets for identical assets
|
|
Significant other observable inputs
|
|
Significant unobservable inputs
|
||||||||||||
(in thousands)
|
|
Carrying value
|
|
Fair value
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||||
Cash
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Cash (funds held for customers)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Loans and notes receivable from distributors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term debt
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Severance accruals
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Severance reversals
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Operating lease obligations
|
|
|
|
|
|
|
|
|
|
|||
Net restructuring accruals
|
|
|
|
|
|
|
|
|
|
|||
Other costs
|
|
|
|
|
|
|
|
|
|
|||
Net restructuring charges
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Number of employees included in severance accruals
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Total cost of revenue
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|||
Net restructuring charges
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
(in thousands)
|
|
2012/2013
initiatives
|
|
2014
initiatives
|
|
2015
initiatives
|
|
2016
initiatives
|
|
Total
|
||||||||||
Balance, December 31, 2013
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Restructuring charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Restructuring reversals
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|||||
Payments
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|||||
Balance, December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Restructuring charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Restructuring reversals
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|||||
Payments
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|||||
Balance, December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Restructuring charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Restructuring reversals
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||
Payments
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||
Balance, December 31, 2016
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Cumulative amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Restructuring charges
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Restructuring reversals
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||
Payments
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||
Balance, December 31, 2016
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Employee severance benefits
|
|
Operating lease obligations
|
|
|
||||||||||||||||||||||||||
(in thousands)
|
|
Small Business Services
|
|
Financial Services
|
|
Direct Checks
|
|
Corporate
(1)
|
|
Small Business Services
|
|
Financial Services
|
|
Direct Checks
|
|
Total
|
||||||||||||||||
Balance, December 31, 2013
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Restructuring charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Restructuring reversals
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
||||||||
Payments
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
||||||||
Balance, December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Restructuring charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Restructuring reversals
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
||||||||
Inter-segment transfer
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Payments
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||||||
Balance, December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Restructuring charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Restructuring reversals
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
||||||||
Payments
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||||||
Balance, December 31, 2016
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Cumulative amounts
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Restructuring charges
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Restructuring reversals
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
||||||||
Inter-segment transfer
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Payments
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||||||
Balance, December 31, 2016
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Foreign
|
|
|
|
|
|
|
|
|
|
|||
Income before income taxes
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current tax provision:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
State
|
|
|
|
|
|
|
|
|
|
|||
Foreign
|
|
|
|
|
|
|
|
|
|
|||
Total current tax provision
|
|
|
|
|
|
|
|
|
|
|||
Deferred tax provision:
|
|
|
|
|
|
|
||||||
Federal
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
State
|
|
|
|
|
|
|
|
(
|
)
|
|||
Foreign
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|||
Total deferred tax provision
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
Income tax provision
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Income tax at federal statutory rate
|
|
|
%
|
|
|
%
|
|
|
%
|
State income tax expense, net of federal income tax benefit
|
|
|
%
|
|
|
%
|
|
|
%
|
Qualified production activities deduction
|
|
(
|
%)
|
|
(
|
%)
|
|
(
|
%)
|
Adoption of ASU No. 2016-09 (Note 1)
|
|
(
|
%)
|
|
|
|
|
|
|
Other
|
|
(
|
%)
|
|
(
|
%)
|
|
(
|
%)
|
Effective tax rate
|
|
|
%
|
|
|
%
|
|
|
%
|
(in thousands)
|
|
Unrecognized tax benefits
|
||
Balance, December 31, 2013
|
|
$
|
|
|
Additions for tax positions of current year
|
|
|
|
|
Additions for tax positions of prior years
|
|
|
|
|
Fair value of acquired tax positions
|
|
|
|
|
Reductions for tax positions of prior years
|
|
(
|
)
|
|
Lapse of statutes of limitations
|
|
(
|
)
|
|
Adoption of ASU No. 2013-11
(1)
|
|
(
|
)
|
|
Balance, December 31, 2014
|
|
|
|
|
Additions for tax positions of current year
|
|
|
|
|
Additions for tax positions of prior years
|
|
|
|
|
Reductions for tax positions of prior years
|
|
(
|
)
|
|
Settlements
|
|
(
|
)
|
|
Lapse of statutes of limitations
|
|
(
|
)
|
|
Balance, December 31, 2015
|
|
|
|
|
Additions for tax positions of current year
|
|
|
|
|
Additions for tax positions of prior years
|
|
|
|
|
Reductions for tax positions of prior years
|
|
(
|
)
|
|
Lapse of statutes of limitations
|
|
(
|
)
|
|
Balance, December 31, 2016
|
|
$
|
|
|
|
|
2016
|
|
2015
|
||||||||||||
(in thousands)
|
|
Deferred tax assets
|
|
Deferred tax liabilities
|
|
Deferred tax assets
|
|
Deferred tax liabilities
|
||||||||
Goodwill
|
|
$
|
—
|
|
|
$
|
|
|
|
$
|
—
|
|
|
$
|
|
|
Intangible assets
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
||||
Prepaid assets
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
||||
Deferred advertising costs
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
||||
Early extinguishment of debt
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
||||
Employee benefit plans
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
||||
Reserves and accruals
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
||||
Net operating loss and capital loss carryforwards
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
||||
Inventories
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
||||
Federal benefit of state uncertain tax positions
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
||||
All other
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total deferred taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Valuation allowances
|
|
(
|
)
|
|
—
|
|
|
(
|
)
|
|
—
|
|
||||
Net deferred taxes
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
•
|
State net operating loss carryforwards of
$
|
•
|
Capital loss carryforwards of
$
|
•
|
Federal net operating loss carryforwards of
$
|
•
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Stock options
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Restricted shares and restricted stock units
|
|
|
|
|
|
|
|
|
|
|||
Performance share awards
|
|
|
|
|
|
|
|
|
|
|||
Employee stock purchase plan
|
|
|
|
|
|
|
|
|
|
|||
Total share-based compensation expense
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Income tax benefit
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Risk-free interest rate
|
|
|
%
|
|
|
%
|
|
|
%
|
Dividend yield
|
|
|
%
|
|
|
%
|
|
|
%
|
Expected volatility
|
|
|
%
|
|
|
%
|
|
|
%
|
Weighted-average option life (in years)
|
|
|
|
|
|
|
|
|
|
|
|
Number of options
(in thousands)
|
|
Weighted-average exercise price per option
|
|
Aggregate intrinsic value
|
|
Weighted-average remaining contractual term
(in years)
|
|||||
Outstanding, December 31, 2013
|
|
|
|
|
$
|
|
|
|
|
|
|
||
Granted
|
|
|
|
|
|
|
|
|
|
|
|||
Exercised
|
|
(
|
)
|
|
|
|
|
|
|
|
|||
Forfeited or expired
|
|
(
|
)
|
|
|
|
|
|
|
|
|||
Outstanding, December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|||
Granted
|
|
|
|
|
|
|
|
|
|
|
|||
Exercised
|
|
(
|
)
|
|
|
|
|
|
|
|
|||
Forfeited or expired
|
|
(
|
)
|
|
|
|
|
|
|
|
|||
Outstanding, December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|||
Granted
|
|
|
|
|
|
|
|
|
|
|
|||
Exercised
|
|
(
|
)
|
|
|
|
|
|
|
|
|||
Forfeited or expired
|
|
(
|
)
|
|
|
|
|
|
|
|
|||
Outstanding, December 31, 2016
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable at December 31, 2014
|
|
|
|
|
$
|
|
|
|
|
|
|
||
Exercisable at December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|||
Exercisable at December 31, 2016
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
Number of units
(in thousands)
|
|
Weighted-average grant date fair value per unit
|
|
Weighted-average remaining contractual term
(in years)
|
|||
Outstanding at December 31, 2013
|
|
|
|
|
$
|
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
Vested
|
|
(
|
)
|
|
|
|
|
|
|
Forfeited
|
|
(
|
)
|
|
|
|
|
|
|
Outstanding at December 31, 2014
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
Vested
|
|
(
|
)
|
|
|
|
|
|
|
Forfeited
|
|
(
|
)
|
|
|
|
|
|
|
Outstanding at December 31, 2015
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
Vested
|
|
(
|
)
|
|
|
|
|
|
|
Forfeited
|
|
(
|
)
|
|
|
|
|
|
|
Outstanding at December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
Number of shares
(in thousands)
|
|
Weighted-average grant date fair value per share
|
|
Weighted-average remaining contractual term
(in years)
|
|||
Unvested at December 31, 2013
|
|
|
|
|
$
|
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
Vested
|
|
(
|
)
|
|
|
|
|
|
|
Forfeited
|
|
(
|
)
|
|
|
|
|
|
|
Unvested at December 31, 2014
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
Vested
|
|
(
|
)
|
|
|
|
|
|
|
Forfeited
|
|
(
|
)
|
|
|
|
|
|
|
Unvested at December 31, 2015
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
Vested
|
|
(
|
)
|
|
|
|
|
|
|
Forfeited
|
|
(
|
)
|
|
|
|
|
|
|
Unvested at December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Risk-free interest rate
|
|
|
%
|
|
|
%
|
|
|
%
|
Dividend yield
|
|
|
%
|
|
|
%
|
|
|
%
|
Expected volatility
|
|
|
%
|
|
|
%
|
|
|
%
|
|
|
Performance shares
(in thousands)
|
|
Weighted-average grant date fair value per share
|
|
Weighted-average remaining contractual term
(in years)
|
|||
Unvested at December 31, 2013
|
|
|
|
|
$
|
—
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
(
|
)
|
|
|
|
|
|
|
Unvested at December 31, 2014
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
(
|
)
|
|
|
|
|
|
|
Unvested at December 31, 2015
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
(
|
)
|
|
|
|
|
|
|
Unvested at December 31, 2016
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Performance-based compensation plans
(1)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
401(k) expense
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
Postretirement benefit plan
|
|
Pension plan
|
||||
Change in benefit obligation:
|
|
|
|
|
||||
Benefit obligation, December 31, 2014
|
|
$
|
|
|
|
$
|
|
|
Interest cost
|
|
|
|
|
|
|
||
Net actuarial loss (gain)
|
|
|
|
|
(
|
)
|
||
Benefits paid from plan assets and company funds
|
|
(
|
)
|
|
(
|
)
|
||
Pharmacy rebates and Medicare Part D reimbursements
|
|
|
|
|
—
|
|
||
Benefit obligation, December 31, 2015
|
|
|
|
|
|
|
||
Interest cost
|
|
|
|
|
|
|
||
Net actuarial (gain) loss
|
|
(
|
)
|
|
|
|
||
Benefits paid from plan assets and company funds
|
|
(
|
)
|
|
(
|
)
|
||
Benefit obligation, December 31, 2016
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
||||
Change in plan assets:
|
|
|
|
|
||||
Fair value of plan assets, December 31, 2014
|
|
$
|
|
|
|
$
|
—
|
|
Return on plan assets
|
|
|
|
|
—
|
|
||
Benefits paid
|
|
(
|
)
|
|
—
|
|
||
Fair value of plan assets, December 31, 2015
|
|
|
|
|
—
|
|
||
Return on plan assets
|
|
|
|
|
—
|
|
||
Benefits paid
|
|
(
|
)
|
|
—
|
|
||
Fair value of plan assets, December 31, 2016
|
|
$
|
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Funded status, December 31, 2015
|
|
$
|
|
|
|
$
|
(
|
)
|
Funded status, December 31, 2016
|
|
$
|
|
|
|
$
|
(
|
)
|
|
|
Postretirement benefit plan
|
|
Pension plan
|
||||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Other non-current assets
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Accrued liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other non-current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
||||
Unrecognized prior service credit
|
|
$
|
|
|
|
$
|
|
|
Unrecognized net actuarial loss
|
|
(
|
)
|
|
(
|
)
|
||
Tax effect
|
|
|
|
|
|
|
||
Amount recognized in accumulated other comprehensive loss, net of tax
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
(in thousands)
|
|
Amounts expected to be recognized
|
||
Prior service credit
|
|
$
|
(
|
)
|
Net actuarial loss
|
|
|
|
|
Total
|
|
$
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Interest cost
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Expected return on plan assets
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Amortization of prior service credit
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Amortization of net actuarial losses
|
|
|
|
|
|
|
|
|
|
|||
Net periodic benefit income
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
|
Postretirement benefit plan
|
|
Pension plan
|
||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Discount rate
|
|
|
%
|
|
|
%
|
|
|
%
|
|
|
%
|
|
|
Postretirement benefit plan
|
|
Pension plan
|
||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||
Discount rate
|
|
|
%
|
|
|
%
|
|
|
%
|
|
|
%
|
|
|
%
|
|
|
%
|
Expected return on plan assets
|
|
|
%
|
|
|
%
|
|
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
|
Participants under age 65
|
|
Participants age 65 and older
|
|
Participants under age 65
|
|
Participants age 65 and older
|
|
Participants under age 65
|
|
Participants age 65 and older
|
||||||
Health care cost trend rate assumed for next year
|
|
|
%
|
|
|
%
|
|
|
%
|
|
|
%
|
|
|
%
|
|
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
|
|
%
|
|
|
%
|
|
|
%
|
|
|
%
|
|
|
%
|
|
|
%
|
Year that the rate reaches the ultimate trend rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
One percentage point increase
|
|
One percentage point decrease
|
||||
Effect on total of service and interest cost
|
|
$
|
|
|
|
$
|
(
|
)
|
Effect on benefit obligation
|
|
|
|
|
(
|
)
|
|
|
Postretirement benefit plan
|
||||
|
|
2016
|
|
2015
|
||
U.S. large capitalization equity securities
|
|
|
%
|
|
|
%
|
International equity securities
|
|
|
%
|
|
|
%
|
Mortgage-backed securities
|
|
|
%
|
|
|
%
|
U.S. corporate debt securities
|
|
|
%
|
|
|
%
|
Government debt securities
|
|
|
%
|
|
|
%
|
U.S. small and mid-capitalization equity securities
|
|
|
%
|
|
|
%
|
Total
|
|
|
%
|
|
|
%
|
|
|
Fair value measurements using
|
|
|
|
|
||||||||||||||
|
|
Quoted prices in active markets for identical assets
|
|
Significant other observable inputs
|
|
Significant unobservable inputs
|
|
Investments measured at net asset value
|
|
Fair value as of
December 31,
2016
|
||||||||||
(in thousands)
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
|
||||||||||||
U.S. large capitalization equity securities
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
International equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mortgage-backed securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S. corporate debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Government debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S. small and mid-capitalization equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Plan assets
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Fair value measurements using
|
|
|
|
|
||||||||||||||
|
|
Quoted prices in active markets for identical assets
|
|
Significant other observable inputs
|
|
Significant unobservable inputs
|
|
Investments measured at net asset value
|
|
Fair value as of
December 31,
2015
|
||||||||||
(in thousands)
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
|
||||||||||||
U.S. large capitalization equity securities
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
International equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mortgage-backed securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S. corporate debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Government debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S. small and mid-capitalization equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Plan assets
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
(in thousands)
|
|
Postretirement benefit plan
|
Pension plan
|
|||||
2017
|
|
$
|
|
|
|
$
|
|
|
2018
|
|
|
|
|
|
|
||
2019
|
|
|
|
|
|
|
||
2020
|
|
|
|
|
|
|
||
2021
|
|
|
|
|
|
|
||
2022 - 2026
|
|
|
|
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
||||
6.0% senior notes due November 15, 2020
|
|
$
|
|
|
|
$
|
|
|
Amount outstanding under term loan facility
|
|
|
|
|
|
|
||
Amount drawn on revolving credit facility
|
|
|
|
|
|
|
||
Capital lease obligations
|
|
|
|
|
|
|
||
Long-term debt, principal amount
|
|
|
|
|
|
|
||
Cumulative change in fair value of hedged debt (Note 6)
|
|
|
|
|
(
|
)
|
||
Less unamortized debt issuance costs
|
|
(
|
)
|
|
(
|
)
|
||
Less current portion of long-term debt
|
|
(
|
)
|
|
(
|
)
|
||
Long-term debt
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Current portion of amount drawn under term loan facility
|
|
|
|
|
|
|
||
Current portion of capital lease obligations
|
|
|
|
|
|
|
||
Long-term debt due within one year, principal amount
|
|
|
|
|
|
|
||
Less unamortized debt issuance costs
|
|
(
|
)
|
|
|
|
||
Long-term debt due within one year
|
|
|
|
|
|
|
||
Total debt
|
|
$
|
|
|
|
$
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revolving credit facility:
|
|
|
|
|
|
|
||||||
Daily average amount outstanding
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Weighted-average interest rate
|
|
|
%
|
|
|
%
|
|
|
%
|
|||
Term loan facility:
|
|
|
|
|
|
|
||||||
Daily average amount outstanding
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Weighted-average interest rate
|
|
|
%
|
|
|
|
|
|
|
(in thousands)
|
|
Total available
|
||
Revolving credit facility commitment
|
|
$
|
|
|
Amount drawn on revolving credit facility
|
|
(428,000
|
)
|
|
Outstanding letters of credit
(1)
|
|
(
|
)
|
|
Net available for borrowing as of December 31, 2016
|
|
$
|
|
|
(in thousands)
|
|
Debt maturities
|
||
2017
|
|
$
|
|
|
2018
|
|
|
|
|
2019
|
|
|
|
|
Total
|
|
$
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
||||
Machinery and equipment
|
|
$
|
|
|
|
$
|
|
|
Accumulated depreciation
|
|
(
|
)
|
|
(
|
)
|
||
Net assets under capital leases
|
|
$
|
|
|
|
$
|
|
|
(in thousands)
|
|
Capital lease obligations
|
|
Operating lease obligations
|
||||
2017
|
|
$
|
|
|
|
$
|
|
|
2018
|
|
|
|
|
|
|
||
2019
|
|
|
|
|
|
|
||
2020
|
|
|
|
|
|
|
||
2021
|
|
—
|
|
|
|
|
||
Thereafter
|
|
—
|
|
|
|
|
||
Total minimum lease payments
|
|
|
|
|
$
|
|
|
|
Less portion representing interest
|
|
(
|
)
|
|
|
|||
Present value of minimum lease payments
|
|
$
|
|
|
|
|
|
|
|
|
Reportable Business Segments
|
|
|
|
|
||||||||||||||
(in thousands)
|
|
|
|
Small Business Services
|
|
Financial Services
|
|
Direct Checks
|
|
Corporate
|
|
Consolidated
|
||||||||||
Total revenue from external
|
|
2016
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
customers:
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating income:
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
expense:
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Asset impairment charges:
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets:
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital asset purchases:
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Checks
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Marketing solutions and other services
|
|
|
|
|
|
|
|
|
|
|||
Forms
|
|
|
|
|
|
|
|
|
|
|||
Accessories and other products
|
|
|
|
|
|
|
|
|
|
|||
Total revenue
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Total revenue from external customers:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Foreign, primarily Canada
|
|
|
|
|
|
|
|
|
|
|||
Total revenue
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
2016 Quarter Ended
|
||||||||||||||
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
Total revenue
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Gross profit
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash dividends per share
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
2015 Quarter Ended
|
||||||||||||||
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
Total revenue
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Gross profit
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash dividends per share
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
Second quarter 2016 –
net pre-tax restructuring charges of
$
|
•
|
Third quarter 2016
–
net pre-tax restructuring charges of
$
|
•
|
Fourth quarter 2016
–
pre-tax loss on early extinguishment of debt of
$
|
•
|
First quarter 2015 –
pre-tax loss on early extinguishment of debt of
$
|
•
|
Second quarter 2015 –
net pre-tax restructuring charges of
$
|
•
|
Third quarter 2015
–
net pre-tax restructuring charges of
$
|
•
|
|
Plan category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
|
|
||||
Equity compensation plans approved by shareholders
|
|
1,625,823
|
|
(1)
|
$
|
47.68
|
|
(1)
|
5,454,755
|
|
(2)
|
Equity compensation plans not approved by shareholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total
|
|
1,625,823
|
|
|
$
|
47.68
|
|
|
5,454,755
|
|
|
Exhibit Number
|
|
Description
|
|
Method of Filing
|
3.1
|
|
Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)
|
|
*
|
3.2
|
|
Bylaws (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Commission on October 23, 2008)
|
|
*
|
4.1
|
|
Amended and Restated Rights Agreement, dated as of December 20, 2006, by and between us and Wells Fargo Bank, National Association, as Rights Agent, which includes as Exhibit A thereto, the Form of Rights Certificate (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Commission on December 21, 2006)
|
|
*
|
4.2
|
|
Indenture, dated as of April 30, 2003, by and between us and Wells Fargo Bank Minnesota, N.A., as trustee (incorporated by reference to Exhibit 4.8 to the Registration Statement on Form S-3 (Registration No. 333-104858) filed with the Commission on April 30, 2003)
|
|
*
|
4.3
|
|
Indenture, dated as of November 27, 2012, by and among us, the guarantors listed on the signature pages thereto and U.S. Bank National Association, as trustee (including form of 6.000% Senior Notes due 2020) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Commission on November 27, 2012)
|
|
*
|
4.4
|
|
Supplemental Indenture, dated as of June 28, 2013, among us, VerticalResponse, Inc., the guarantors listed on the signature pages thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.14 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2013)
|
|
*
|
4.5
|
|
Second Supplemental Indenture, dated as of September 25, 2013, among us, ChecksByDeluxe.com, LLC, Direct Checks Unlimited, LLC, Direct Checks Unlimited Sales, Inc., Safeguard Acquisitions, Inc., Safeguard Franchise Systems, Inc., the guarantors listed on the signature pages thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.15 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2013)
|
|
*
|
4.6
|
|
Third Supplemental Indenture, dated as of December 17, 2014, among us, Safeguard Franchise Sales, Inc., Wausau Financial Systems, Inc., the guarantors listed on the signature pages thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.13 to the Annual Report on Form 10-K for the year ended December 31, 2014)
|
|
*
|
4.7
|
|
Fourth Supplemental Indenture, dated as of March 4, 2015, among us, AccuSource Solutions Corporation, SyncSuite, LLC, the guarantors listed on the signature pages thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.13 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2015)
|
|
*
|
4.8
|
|
Fifth Supplemental Indenture, dated as of June 15, 2015, among us, Image Distribution Services, the guarantors listed on the signature pages thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.14 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2015)
|
|
*
|
Exhibit Number
|
|
Description
|
|
Method of Filing
|
4.9
|
|
Sixth Supplemental Indenture, dated as of December 4, 2015, among us, Datamyx LLC, the guarantors listed on the signature pages thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.15 to the Annual Report on Form 10-K for the year ended December 31, 2015)
|
|
*
|
10.1
|
|
Deluxe Corporation 2012 Annual Incentive Plan (incorporated by reference to Appendix A of our definitive proxy statement filed with the Commission on March 12, 2012)**
|
|
*
|
10.2
|
|
Deluxe Corporation 2012 Long-Term Incentive Plan (incorporated by reference to Appendix B of our definitive proxy statement filed with the Commission on March 12, 2012)**
|
|
*
|
10.3
|
|
Amended and Restated 2000 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K for the year ended December 31, 2001)**
|
|
*
|
10.4
|
|
Deluxe Corporation Deferred Compensation Plan (2011 Restatement) (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K for the year ended December 31, 2010)**
|
|
*
|
10.5
|
|
Deluxe Corporation Deferred Compensation Plan Trust (incorporated by reference to Exhibit 4.3 to the Form S-8 filed with the Commission on January 7, 2002)**
|
|
*
|
10.6
|
|
Deluxe Corporation Executive Deferred Compensation Plan for Employee Retention and Other Eligible Arrangements (incorporated by reference to Exhibit 10.24 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2000)**
|
|
*
|
10.7
|
|
Form of Severance Agreement entered into between us and the following executive officers: Pete Godich, Julie Loosbrock, Malcolm McRoberts, John Filby, Tracey Engelhardt, Michael Mathews, Amanda Brinkman and J. Michael Schroeder (incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K for the year ended December 31, 2000)**
|
|
*
|
10.8
|
|
Employment Agreement dated as of April 10, 2006, between us and Lee Schram (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Commission on April 17, 2006)**
|
|
*
|
10.9
|
|
Form of Executive Retention Agreement entered into between us and Lee Schram (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Commission on August 10, 2007)**
|
|
*
|
10.10
|
|
Form of Executive Retention Agreement entered into between us and Senior Vice Presidents appointed prior to 2010 (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed with the Commission on August 10, 2007)**
|
|
*
|
10.11
|
|
Form of Executive Retention Agreement entered into between us and each Vice President designated as an executive officer prior to 2010 (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed with the Commission on August 10, 2007)**
|
|
*
|
10.12
|
|
Form of Addendum to Executive Retention and Severance Agreements Relating to Section 409A of the Internal Revenue Code (incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K for the year ended December 31, 2008)**
|
|
*
|
10.13
|
|
Form of Agreement for Awards Payable in Restricted Stock Units (revised 10/12) (incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K for the year ended December 31, 2012)**
|
|
*
|
10.14
|
|
Form of Employee Restricted Stock Award Agreement (version 2/14) (incorporated by reference to Exhibit 10.24 to the Annual Report on Form 10-K for the year ended December 31, 2013)**
|
|
*
|
Exhibit Number
|
|
Description
|
|
Method of Filing
|
10.15
|
|
Form of Non-Qualified Stock Option Agreement (version 2/09) (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2009)**
|
|
*
|
10.16
|
|
Form of Non-Qualified Stock Option Agreement (version 10/12) (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2013)**
|
|
*
|
10.17
|
|
Form of Cash Performance Award Agreement (version 2/10) (incorporated by reference to Exhibit 10.30 to the Annual Report on Form 10-K for the year ended December 31, 2009)**
|
|
*
|
10.18
|
|
Form of Performance Share Award Agreement (version 2/14) (incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-K for year ended December 31, 2013)**
|
|
*
|
10.19
|
|
Description of modification to the Deluxe Corporation Non-Employee Director Retirement and Deferred Compensation Plan (incorporated by reference to Exhibit 10.10 to the Annual Report on Form 10-K for the year ended December 31, 1997)**
|
|
*
|
10.20
|
|
First Amendment to Deluxe Corporation Non-employee Director Stock and Deferral Plan (incorporated by reference to Exhibit 10.3 to the Annual Report on Form 10-K for the year ended December 31, 2008)**
|
|
*
|
10.21
|
|
Form of Non-Employee Director Restricted Stock Award Agreement (version 4/07) (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2007)**
|
|
*
|
10.22
|
|
Omnibus Amendment No. 3 to Credit Agreement, Amendment No. 2 to Pledge and Security Agreement and Waiver, dated as of September 21, 2016, by and among us, our subsidiaries signatory thereto as guarantors, the institutions from time to time parties thereto as lenders, and JPMorgan Chase Bank, N.A. in its capacity as Administrative Agent for itself and the other lenders, including Exhibit A-2 to Omnibus Amendment (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2016)
|
|
*
|
10.23
|
|
Amendment No. 4 to Credit Agreement, dated as of December 30, 2016, by and among us, the financial institutions signatory thereto and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for itself and the other lenders (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Commission on January 6, 2017)
|
|
*
|
21.1
|
|
Subsidiaries of the Registrant
|
|
Filed
herewith
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm
|
|
Filed
herewith
|
24.1
|
|
Power of Attorney
|
|
Filed
herewith
|
31.1
|
|
CEO Certification of Periodic Report pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed
herewith
|
31.2
|
|
CFO Certification of Periodic Report pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed
herewith
|
32.1
|
|
CEO and CFO Certification of Periodic Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Furnished
herewith
|
Exhibit Number
|
|
Description
|
|
Method of Filing
|
101
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of December 31, 2016 and December 31, 2015, (ii) Consolidated Statements of Income for the years ended December 31, 2016, 2015 and 2014, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 2015 and 2014, (iv) Consolidated Statements of Shareholders' Equity for the years ended December 31, 2016, 2015 and 2014 (v) Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014, and (vi) Notes to Consolidated Financial Statements
|
|
Filed
herewith
|
|
DELUXE CORPORATION
|
Date: February 24, 2017
|
By: /s/ Lee Schram
|
|
Lee Schram, Chief Executive Officer
|
Signature
|
Title
|
|
|
By: /s/ Lee Schram
|
Chief Executive Officer
|
Lee Schram
|
(Principal Executive Officer)
|
|
|
By: /s/ Edward A. Merritt
|
Chief Financial Officer, Treasurer and Vice President of Investor Relations
|
Edward A. Merritt
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
*
|
|
Ronald C. Baldwin
|
Director
|
|
|
*
|
|
Charles A. Haggerty
|
Director
|
|
|
*
|
|
Don J. McGrath
|
Director
|
|
|
*
|
|
Cheryl Mayberry McKissack
|
Director
|
|
|
*
|
|
Neil J. Metviner
|
Director
|
|
|
*
|
|
Stephen P. Nachtsheim
|
Director
|
|
|
*
|
|
Thomas J. Reddin
|
Director
|
|
|
*
|
|
Martyn R. Redgrave
|
Director
|
|
|
*
|
|
John L. Stauch
|
Director
|
|
|
|
|
* By: /s/ Lee Schram
|
|
Lee Schram, Attorney-in-Fact
|
|
Exhibit No.
|
|
Description
|
21.1
|
|
Subsidiaries of the Registrant
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm
|
24.1
|
|
Power of Attorney
|
31.1
|
|
CEO Certification of Periodic Report pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
|
CFO Certification of Periodic Report pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
|
CEO and CFO Certification of Periodic Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of December 31, 2016 and December 31, 2015, (ii) Consolidated Statements of Income for the years ended December 31, 2016, 2015 and 2014, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 2015 and 2014, (iv) Consolidated Statements of Shareholders' Equity for the years ended December 31, 2016, 2015 and 2014 (v) Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014, and (vi) Notes to Consolidated Financial Statements
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|---|---|---|
Thomas J. Reddin Managing Partner of Red Dog Ventures LLC Director since: 2014 Age: 64 Independent: Yes | |||
Telisa L. Yancy Group President, American Family Insurance Director since: 2021 Age: 58 Independent: Yes | |||
Paul R. Garcia Retired Chairman and CEO, Global Payments Inc. Director since : 2020 Age : 72 Independent : Yes | |||
Morgan M. (Mac) Schuessler, Jr. CEO and President of Evertec Group Director since: 2025 Age: 54 Independent: Yes | |||
John L. Stauch President and CEO of Pentair plc Director since: 2016 Age: 60 Independent: Yes | |||
Hugh S. (Beau) Cummins III Former Chief Operating Officer, Truist Financial Corporation Director since : 2025 Age : 62 Independent : Yes | |||
Cheryl E. Mayberry McKissack CEO of Nia Enterprises LLC Director since: 2000 Independent Chair since: 2019 Age: 69 Independent: Yes | |||
Barry C. McCarthy President and CEO of Deluxe Corporation Director since: 2018 Age: 61 Independent: No | |||
Angela L. Brown Retired President and CEO, Moneris Solutions Corporation Director since : 2024 Age : 67 Independent : Yes |
Name and Principal Position | Year |
Salary
($) |
Bonus
($) |
Stock Awards
1
($)
|
Option Awards
($) |
Non-Equity Incentive Plan Compensation
2
($)
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings
3
($)
|
All Other Compensation
4
($)
|
Total
($) |
||||||||||||||||||||
Barry C. McCarthy
President and Chief Executive Officer
|
2024 | 950,000 | — | 5,308,392 | — | 804,840 | — | 61,826 | 7,125,058 | ||||||||||||||||||||
2023 | 943,750 | — | 5,329,797 | — | 1,228,763 | — | 34,409 | 7,536,719 | |||||||||||||||||||||
2022 | 918,750 | — | 4,871,517 | — | 4,573,000 | — | 12,218 | 10,375,485 | |||||||||||||||||||||
William C. Zint
Senior Vice President,
Chief Financial Officer
|
2024 | 575,000 | — | 1,109,935 | — | 304,463 | — | 12,075 | 2,001,473 | ||||||||||||||||||||
2023 | 475,000 | — | 823,691 | — | 386,531 | — | 19,415 | 1,704,637 | |||||||||||||||||||||
2022 | 326,521 | — | 149,989 | — | 191,730 | — | — | 668,240 | |||||||||||||||||||||
Tracey G. Engelhardt
Senior Vice President, President, Print
|
2024 | 615,000 | — | 1,158,188 | — | 325,643 | 5,889 | 37,097 | 2,141,817 | ||||||||||||||||||||
2023 | 575,000 | — | 1,162,882 | — | 471,169 | 6,436 | 59,324 | 2,274,811 | |||||||||||||||||||||
Yogaraj Jeyaprakasam
Senior Vice President, Chief Technology and Digital Officer
|
2024 | 586,250 | — | 868,632 | — | 310,420 | 12,326 | 12,275 | 1,789,903 | ||||||||||||||||||||
2023 | 556,250 | — | 872,152 | — | 452,649 | 3,324 | 18,424 | 1,902,799 | |||||||||||||||||||||
2022 | 333,333 | — | 1,993,141 | — | 450,000 | — | 115,788 | 2,892,262 | |||||||||||||||||||||
Jeffrey L. Cotter
Senior Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary
|
2024 | 561,250 | — | 916,905 | — | 297,182 | (2,157) | 12,755 | 1,785,935 |
Customers
Customer name | Ticker |
---|---|
Paychex, Inc. | PAYX |
Suppliers
Supplier name | Ticker |
---|---|
3M Company | MMM |
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|---|---|---|
McCarthy Barry C | - | 272,851 | 0 |
Jeyaprakasam Yogaraj | - | 63,459 | 0 |
BRADFORD DEBRA A | - | 48,985 | 0 |
Stauch John L | - | 48,919 | 0 |
Yancy Telisa L | - | 32,514 | 0 |
GARCIA PAUL R | - | 31,228 | 0 |
Cotter Jeffrey Louis | - | 27,284 | 0 |
Lazzaretti Kristopher D | - | 23,393 | 0 |
Zint William C | - | 21,902 | 0 |
Cotter Jeffrey Louis | - | 18,643 | 0 |
Jeyaprakasam Yogaraj | - | 17,691 | 0 |
Kurth Chad P | - | 16,476 | 0 |
Reed Michael Aaron | - | 15,544 | 0 |
Capers Garry L | - | 12,147 | 0 |
Capers Garry L | - | 10,059 | 0 |
Zint William C | - | 6,322 | 0 |
Parrilli Amanda B | - | 3,640 | 0 |