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[X]
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended
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Minnesota
(State or other jurisdiction of incorporation or organization)
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41-0216800
(I.R.S. Employer Identification No.)
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3680 Victoria St. N., Shoreview, Minnesota
(Address of principal executive offices)
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55126-2966
(Zip Code)
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Common Stock, par value $1.00 per share
(Title of each class)
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New York Stock Exchange
(Name of each exchange on which registered)
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Large accelerated filer [X]
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Accelerated filer [ ]
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Non-accelerated filer [ ] (Do not check if a smaller reporting company)
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Smaller reporting company [ ]
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Emerging growth company [ ]
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Item
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Page
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2017
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2016
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2015
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2014
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2013
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Checks
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43.3
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%
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46.8
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%
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49.3
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%
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52.0
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%
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55.8
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%
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Marketing solutions and other services
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38.4
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%
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33.4
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%
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30.0
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%
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25.5
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%
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21.6
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%
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Forms
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10.8
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%
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11.6
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%
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12.2
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%
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13.0
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%
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12.7
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%
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Accessories and other products
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7.5
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%
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8.2
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%
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8.5
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%
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9.5
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%
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9.9
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%
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Total revenue
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100.0
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%
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100.0
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%
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100.0
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%
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100.0
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%
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100.0
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%
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•
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Effectively acquire and retain customers by optimizing each of our sales channels;
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•
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Expand sales of higher growth and recurring MOS offerings;
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•
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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
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Continue to optimize our cost and expense structure.
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1.
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Web services:
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*
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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.
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Accelerate our brand awareness transformation, building a clear linkage between marketing and revenue-generating capabilities.
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*
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Focus on scaling payroll services and continue to evaluate early stage businesses and other operational annuity growth solutions.
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2.
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Payments and marketing solutions:
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*
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Focus on core check retention and acquisition and on developing incremental retail customer acquisition channels.
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*
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Profitably scale integrated marketing-on-demand solutions, with the largest opportunity in major accounts.
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*
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Optimize electronic payment solutions with a focus on building opportunities with financial institutions, medical and insurance payment processors, accounting services and software providers, and other document management and payment solution companies.
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•
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Expand sales of higher growth MOS offerings that differentiate us from the competition;
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•
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Optimize core check revenue streams and acquire new clients; and
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•
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Continue to optimize our cost and expense structure.
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1.
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Data-driven marketing solutions:
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*
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Leverage data-driven analytics and marketing capabilities to grow financial institution depository and lending products, and assess new acquisitions.
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2.
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Treasury management solutions:
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*
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Profitably scale our treasury management solutions.
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*
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Further integrate previous acquisitions and execute additional acquisitions.
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•
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Deluxe Marketing Solutions – 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 deposit and lending products across multiple contact channels, including direct mail, email, online and other digital media. These offerings were augmented by the December 2016 acquisition of FMCG, a provider of data-driven marketing solutions for financial institutions, and the October 2015 acquisition of Datamyx
®
, a software-as-a-service data and analytics platform focused on marketing programs for lending products.
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•
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Deluxe Treasury Management – comprehensive treasury management solutions, including accounts receivable processing and remote deposit capture, available at the customer site and as software-as-a-service and business process outsourced deployment models. These solutions include the offerings of RDM Corporation, which was acquired in April 2017, Data Support Systems, which was acquired in October 2016, and FISC Solutions, which was acquired in December 2015.
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•
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Deluxe Rewards – a loyalty and rewards platform that offers multiple touch points that enable our clients to have ongoing engagement with their customers.
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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.
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Banker's Dashboard
®
– online financial management tools that provide financial institutions with comprehensive daily insights into their financial picture.
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Provent
®
– a comprehensive suite of identity protection services largely complementary to our check offerings.
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•
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Maximize the lifetime value of customers by selling new features, accessories and products;
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Continue to optimize our cost and expense structure; and
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•
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Optimize cash flow.
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Name
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Age
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Present Position
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Executive Officer Since
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Lee Schram
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56
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Chief Executive Officer
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2006
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Pete Godich
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53
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Senior Vice President, Fulfillment
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2008
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Julie Loosbrock
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58
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Senior Vice President, Human Resources
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2008
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Malcolm McRoberts
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53
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Senior Vice President, Small Business Services
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2008
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John Filby
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55
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Senior Vice President, Financial Services
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2012
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Tracey Engelhardt
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53
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Senior Vice President, Direct-to-Consumer
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2012
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Michael Mathews
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45
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Senior Vice President, Chief Information Officer
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2013
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Amanda Brinkman
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38
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Vice President, Chief Brand and Communications Officer
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2014
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Keith Bush
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47
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Senior Vice President, Chief Financial Officer
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2017
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•
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our failure to generate profitable revenue growth;
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•
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our failure to acquire new customers, retain our current customers and sell more products and services to current and new customers;
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•
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our inability to identify suitable acquisition candidates or to complete acquisitions on acceptable terms;
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•
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our failure to effectively operate, integrate or leverage the businesses we acquire;
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•
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the failure of our digital services and products to achieve widespread customer acceptance;
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•
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our inability to promote, strengthen and protect our brand;
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•
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our inability to implement improvements to our technology and other key assets to increase efficiency, enhance our competitive advantage and scale our operations;
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•
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our failure to effectively manage the growth, expanding complexity and pace of change of our business and operations; and
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general economic conditions.
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•
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difficulties and/or delays in assimilating operations, products and services, including effectively scaling revenue and ensuring a strong system of information security and controls is in place;
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•
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failure to realize expected synergies and savings or to achieve projected profitability levels on a sustained basis;
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•
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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;
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•
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unanticipated integration costs;
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•
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difficulty in maintaining controls, procedures and policies, especially when the acquired business was a non-public company and may not have employed the same rigor in these areas as required for a publicly traded company;
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•
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decisions by our customers or the customers of the acquired business to temporarily or permanently seek alternate suppliers;
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•
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difficulty in assimilating the acquired business into our corporate culture;
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•
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failure to address legacy distributor account protection rights;
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•
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unidentified issues not discovered during our due diligence process, including product or service quality issues, intellectual property issues and tax or legal contingencies; and
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•
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loss of key employees.
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•
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a decline in our stock price for a sustained period;
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•
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a downturn in economic conditions that negatively affects our actual and forecasted operating results;
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•
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a material acceleration of order volume declines for our Direct Checks segment;
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•
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the failure of recent acquisitions to achieve expected operating results; or
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•
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changes in our business strategies.
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Stock price
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||||||||||||
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Dividend
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High
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Low
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Close
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||||||||
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2017
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||||||||
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Quarter 4
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$
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0.30
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$
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77.36
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$
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66.98
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$
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76.84
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Quarter 3
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0.30
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74.60
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67.01
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72.96
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||||
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Quarter 2
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0.30
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74.13
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66.43
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69.22
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||||
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Quarter 1
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0.30
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75.94
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69.93
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72.17
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||||
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2016
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||||||||
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Quarter 4
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$
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0.30
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$
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73.42
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$
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59.47
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$
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71.61
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Quarter 3
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0.30
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70.26
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64.78
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66.82
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||||
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Quarter 2
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0.30
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67.81
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59.83
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66.37
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||||
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Quarter 1
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0.30
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62.77
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49.46
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62.49
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||||
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Period
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Total number of shares purchased
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Average price paid per share
|
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Total number of shares purchased as part of publicly announced plans or programs
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Maximum approximate dollar value of shares that may yet be purchased under the plans or programs
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||||||
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October 1, 2017 -
October 31, 2017
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14,400
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$
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69.37
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|
14,400
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$
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253,657,577
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November 1, 2017 -
November 30, 2017
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170,300
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|
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68.89
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170,300
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241,926,212
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||
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December 1, 2017 -
December 31, 2017
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30,716
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71.62
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30,716
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239,726,484
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Total
|
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215,416
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69.31
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215,416
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239,726,484
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||
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(dollars and orders in thousands, except per share and per order amounts)
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2017
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2016
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2015
|
|
2014
|
|
2013
|
||||||||||
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Statement of Income Data:
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||||||||||
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Total revenue
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$
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1,965,556
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$
|
1,849,062
|
|
|
$
|
1,772,817
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$
|
1,674,082
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|
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$
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1,584,824
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|
As a percentage of total revenue:
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||||||||||
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Gross profit
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62.2
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%
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63.9
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%
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63.9
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%
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|
63.8
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%
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|
64.6
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%
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|||||
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Selling, general and administrative expense
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42.2
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%
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43.6
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%
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43.7
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%
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43.0
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%
|
|
43.6
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%
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|||||
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Operating income
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16.8
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%
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|
19.9
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%
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|
20.0
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%
|
|
19.9
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%
|
|
20.1
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%
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|||||
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Operating income
|
|
$
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331,192
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|
|
$
|
368,727
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|
|
$
|
354,331
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|
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$
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332,633
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|
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$
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317,914
|
|
|
Net income:
|
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230,155
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229,382
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218,629
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199,794
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186,652
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|||||
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Per share - basic
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4.75
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4.68
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4.39
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3.99
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3.68
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|||||
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Per share - diluted
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4.72
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4.65
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4.36
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3.96
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3.65
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|||||
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Cash dividends per share
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1.20
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1.20
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1.20
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1.15
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1.00
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|||||
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Balance Sheet Data:
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||||||||||
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Cash and cash equivalents
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$
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59,240
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|
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$
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76,574
|
|
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$
|
62,427
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|
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$
|
61,541
|
|
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$
|
121,089
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|
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Return on average assets
(1)
|
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10.5
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%
|
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11.4
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%
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12.4
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%
|
|
12.3
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%
|
|
12.6
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%
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|||||
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Total assets
|
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$
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2,208,827
|
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$
|
2,184,338
|
|
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$
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1,842,153
|
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$
|
1,683,682
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$
|
1,563,887
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Long-term obligations
(2)
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709,300
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758,648
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629,018
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549,603
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|
|
635,062
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|||||
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Statement of Cash Flows Data:
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||||||||||
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Net cash provided by operating activities
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$
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338,431
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|
$
|
319,312
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|
|
$
|
309,631
|
|
|
$
|
285,098
|
|
|
$
|
263,729
|
|
|
Net cash used by investing activities
|
|
(180,891
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)
|
|
(310,786
|
)
|
|
(251,140
|
)
|
|
(136,043
|
)
|
|
(101,050
|
)
|
|||||
|
Net cash (used) provided by financing activities
|
|
(176,949
|
)
|
|
4,275
|
|
|
(48,387
|
)
|
|
(204,048
|
)
|
|
(84,524
|
)
|
|||||
|
Purchases of capital assets
|
|
(47,450
|
)
|
|
(46,614
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)
|
|
(43,261
|
)
|
|
(41,119
|
)
|
|
(37,459
|
)
|
|||||
|
Payments for acquisitions, net of cash acquired
|
|
(139,223
|
)
|
|
(270,939
|
)
|
|
(212,990
|
)
|
|
(105,029
|
)
|
|
(69,709
|
)
|
|||||
|
Payments for common shares repurchased
|
|
(65,000
|
)
|
|
(55,224
|
)
|
|
(59,952
|
)
|
|
(60,119
|
)
|
|
(48,798
|
)
|
|||||
|
Other Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Orders
(3)
|
|
49,981
|
|
|
52,176
|
|
|
53,138
|
|
|
52,632
|
|
|
52,584
|
|
|||||
|
Revenue per order
(3)
|
|
$
|
39.33
|
|
|
$
|
35.44
|
|
|
$
|
33.36
|
|
|
$
|
31.81
|
|
|
$
|
30.14
|
|
|
Number of employees
|
|
5,886
|
|
|
6,026
|
|
|
5,874
|
|
|
5,830
|
|
|
5,575
|
|
|||||
|
Number of printing facilities
(4)
|
|
11
|
|
|
12
|
|
|
11
|
|
|
11
|
|
|
12
|
|
|||||
|
Number of call center facilities
(4)
|
|
26
|
|
|
26
|
|
|
14
|
|
|
16
|
|
|
16
|
|
|||||
|
•
|
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 discusses the policies we believe are important to understanding the assumptions and judgments underlying our financial statements.
|
|
|
|
|
|
|
|
|
|
Change
|
||||||||
|
(in thousands, except per order amounts)
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||
|
Total revenue
|
|
$
|
1,965,556
|
|
|
$
|
1,849,062
|
|
|
$
|
1,772,817
|
|
|
6.3%
|
|
4.3%
|
|
Orders
|
|
49,981
|
|
|
52,176
|
|
|
53,138
|
|
|
(4.2%)
|
|
(1.8%)
|
|||
|
Revenue per order
|
|
$
|
39.33
|
|
|
$
|
35.44
|
|
|
$
|
33.36
|
|
|
11.0%
|
|
6.2%
|
|
|
|
|
|
|
|
|
|
Change
|
|||||
|
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
|||
|
Checks
|
|
43.3
|
%
|
|
46.8
|
%
|
|
49.3
|
%
|
|
(3.5) pt.
|
|
(2.5) pt.
|
|
Marketing solutions and other services
|
|
38.4
|
%
|
|
33.4
|
%
|
|
30.0
|
%
|
|
5.0 pt.
|
|
3.4 pt.
|
|
Forms
|
|
10.8
|
%
|
|
11.6
|
%
|
|
12.2
|
%
|
|
(0.8) pt.
|
|
(0.6) pt.
|
|
Accessories and other products
|
|
7.5
|
%
|
|
8.2
|
%
|
|
8.5
|
%
|
|
(0.7) pt.
|
|
(0.3) pt.
|
|
Total revenue
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
—
|
|
—
|
|
|
|
|
|
Change
|
||||||||||||
|
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||
|
Total cost of revenue
|
|
$
|
742,090
|
|
|
$
|
667,241
|
|
|
$
|
639,209
|
|
|
11.2%
|
|
4.4%
|
|
Total cost of revenue as a percentage of total revenue
|
|
37.8
|
%
|
|
36.1
|
%
|
|
36.1
|
%
|
|
1.7 pt.
|
|
—
|
|||
|
|
|
|
|
Change
|
||||||||||||
|
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||
|
SG&A expense
|
|
$
|
828,832
|
|
|
$
|
805,970
|
|
|
$
|
774,859
|
|
|
2.8%
|
|
4.0%
|
|
SG&A expense as a percentage of total revenue
|
|
42.2
|
%
|
|
43.6
|
%
|
|
43.7
|
%
|
|
(1.4) pt.
|
|
(0.1) pt.
|
|||
|
|
|
|
|
Change
|
||||||||||||||||
|
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||||
|
Net restructuring charges
|
|
$
|
8,562
|
|
|
$
|
7,124
|
|
|
$
|
4,418
|
|
|
$
|
1,438
|
|
|
$
|
2,706
|
|
|
|
|
|
|
Change
|
||||||||||||||||
|
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||||
|
Asset impairment charges
|
|
$
|
54,880
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
54,880
|
|
|
$
|
—
|
|
|
|
|
|
|
Change
|
||||||||||||||||
|
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||||
|
Loss on early debt extinguishment
|
|
$
|
—
|
|
|
$
|
7,858
|
|
|
$
|
8,917
|
|
|
$
|
(7,858
|
)
|
|
$
|
(1,059
|
)
|
|
|
|
|
|
Change
|
||||||||||||
|
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||
|
Interest expense
|
|
$
|
21,359
|
|
|
$
|
22,302
|
|
|
$
|
20,299
|
|
|
(4.2%)
|
|
9.9%
|
|
Weighted-average debt outstanding
|
|
754,289
|
|
|
620,357
|
|
|
560,070
|
|
|
21.6%
|
|
10.8%
|
|||
|
Weighted-average interest rate
|
|
2.55
|
%
|
|
2.85
|
%
|
|
3.22
|
%
|
|
(0.30) pt.
|
|
(0.37) pt.
|
|||
|
|
|
|
|
Change
|
||||||||||||
|
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||
|
Income tax provision
|
|
$
|
82,672
|
|
|
$
|
111,004
|
|
|
$
|
109,318
|
|
|
(25.5%)
|
|
1.5%
|
|
Effective tax rate
|
|
26.4
|
%
|
|
32.6
|
%
|
|
33.3
|
%
|
|
(6.2) pt.
|
|
(0.7) pt.
|
|||
|
(dollars in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
Severance accruals
|
|
$
|
7,843
|
|
|
$
|
7,217
|
|
|
$
|
5,891
|
|
|
Severance reversals
|
|
(667
|
)
|
|
(864
|
)
|
|
(1,197
|
)
|
|||
|
Operating lease obligations
|
|
23
|
|
|
59
|
|
|
338
|
|
|||
|
Net restructuring accruals
|
|
7,199
|
|
|
6,412
|
|
|
5,032
|
|
|||
|
Other costs
|
|
1,931
|
|
|
1,359
|
|
|
1,202
|
|
|||
|
Net restructuring charges
|
|
$
|
9,130
|
|
|
$
|
7,771
|
|
|
$
|
6,234
|
|
|
Number of employees included in severance accruals
|
|
200
|
|
|
265
|
|
|
290
|
|
|||
|
|
|
|
|
|
|
|
|
Change
|
||||||||
|
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||
|
Total revenue
|
|
$
|
1,239,739
|
|
|
$
|
1,195,743
|
|
|
$
|
1,151,916
|
|
|
3.7%
|
|
3.8%
|
|
Operating income
|
|
182,807
|
|
|
208,789
|
|
|
203,933
|
|
|
(12.4%)
|
|
2.4%
|
|||
|
Operating margin
|
|
14.7
|
%
|
|
17.5
|
%
|
|
17.7
|
%
|
|
(2.8) pt.
|
|
(0.2) pt.
|
|||
|
|
|
|
|
|
|
|
|
Change
|
||||||||
|
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||
|
Total revenue
|
|
$
|
585,275
|
|
|
$
|
499,976
|
|
|
$
|
455,390
|
|
|
17.1%
|
|
9.8%
|
|
Operating income
|
|
101,644
|
|
|
106,820
|
|
|
91,539
|
|
|
(4.8%)
|
|
16.7%
|
|||
|
Operating margin
|
|
17.4
|
%
|
|
21.4
|
%
|
|
20.1
|
%
|
|
(4.0) pt.
|
|
1.3 pt.
|
|||
|
|
|
|
|
|
|
|
|
Change
|
||||||||
|
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||
|
Total revenue
|
|
$
|
140,542
|
|
|
$
|
153,343
|
|
|
$
|
165,511
|
|
|
(8.3%)
|
|
(7.4%)
|
|
Operating income
|
|
46,741
|
|
|
53,118
|
|
|
58,859
|
|
|
(12.0%)
|
|
(9.8%)
|
|||
|
Operating margin
|
|
33.3
|
%
|
|
34.6
|
%
|
|
35.6
|
%
|
|
(1.3) pt.
|
|
(1.0) pt.
|
|||
|
|
|
|
|
|
|
|
|
Change
|
||||||||||||
|
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||||
|
Net cash provided by operating activities
|
|
$
|
338,431
|
|
|
$
|
319,312
|
|
|
$
|
309,631
|
|
|
$
|
19,119
|
|
|
$
|
9,681
|
|
|
Net cash used by investing activities
|
|
(180,891
|
)
|
|
(310,786
|
)
|
|
(251,140
|
)
|
|
129,895
|
|
|
(59,646
|
)
|
|||||
|
Net cash (used) provided by financing activities
|
|
(176,949
|
)
|
|
4,275
|
|
|
(48,387
|
)
|
|
(181,224
|
)
|
|
52,662
|
|
|||||
|
Effect of exchange rate change on cash
|
|
2,075
|
|
|
1,346
|
|
|
(9,218
|
)
|
|
729
|
|
|
10,564
|
|
|||||
|
Net change in cash and cash equivalents
|
|
$
|
(17,334
|
)
|
|
$
|
14,147
|
|
|
$
|
886
|
|
|
$
|
(31,481
|
)
|
|
$
|
13,261
|
|
|
|
|
|
|
|
|
|
|
Change
|
||||||||||||
|
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||||
|
Income tax payments
|
|
$
|
124,878
|
|
|
$
|
97,309
|
|
|
$
|
110,999
|
|
|
$
|
27,569
|
|
|
$
|
(13,690
|
)
|
|
Medical benefit payments
(1)
|
|
38,806
|
|
|
35,217
|
|
|
27,764
|
|
|
3,589
|
|
|
7,453
|
|
|||||
|
Contract acquisition payments
|
|
27,079
|
|
|
23,068
|
|
|
12,806
|
|
|
4,011
|
|
|
10,262
|
|
|||||
|
Incentive compensation payments
(2)
|
|
21,174
|
|
|
32,792
|
|
|
31,046
|
|
|
(11,618
|
)
|
|
1,746
|
|
|||||
|
Interest payments
|
|
19,465
|
|
|
20,975
|
|
|
24,286
|
|
|
(1,510
|
)
|
|
(3,311
|
)
|
|||||
|
Severance payments
|
|
6,981
|
|
|
5,938
|
|
|
5,172
|
|
|
1,043
|
|
|
766
|
|
|||||
|
Incentive payment related to previous acquisition
|
|
—
|
|
|
5,434
|
|
|
—
|
|
|
(5,434
|
)
|
|
5,434
|
|
|||||
|
|
|
|
|
|
|
|
|
Change
|
||||||||||||
|
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||||
|
Payments for acquisitions, net of cash acquired
|
|
$
|
(139,223
|
)
|
|
$
|
(270,939
|
)
|
|
$
|
(212,990
|
)
|
|
$
|
131,716
|
|
|
$
|
(57,949
|
)
|
|
Payments for common shares repurchased
|
|
(65,000
|
)
|
|
(55,224
|
)
|
|
(59,952
|
)
|
|
(9,776
|
)
|
|
4,728
|
|
|||||
|
Cash dividends paid to shareholders
|
|
(58,098
|
)
|
|
(58,720
|
)
|
|
(59,755
|
)
|
|
622
|
|
|
1,035
|
|
|||||
|
Net change in debt
|
|
(51,165
|
)
|
|
116,811
|
|
|
65,938
|
|
|
(167,976
|
)
|
|
50,873
|
|
|||||
|
Purchases of capital assets
|
|
(47,450
|
)
|
|
(46,614
|
)
|
|
(43,261
|
)
|
|
(836
|
)
|
|
(3,353
|
)
|
|||||
|
Proceeds from issuing shares under employee plans
|
|
9,033
|
|
|
9,114
|
|
|
5,895
|
|
|
(81
|
)
|
|
3,219
|
|
|||||
|
|
|
December 31, 2017
|
|
December 31, 2016
|
|
|
||||||||||||
|
(in thousands)
|
|
Amount
|
|
Weighted-
average interest rate
|
|
Amount
|
|
Weighted-
average interest rate
|
|
Change
|
||||||||
|
Fixed interest rate
|
|
$
|
1,914
|
|
|
2.0
|
%
|
|
$
|
1,685
|
|
|
2.0
|
%
|
|
$
|
229
|
|
|
Floating interest rate
|
|
707,386
|
|
|
3.0
|
%
|
|
756,963
|
|
|
2.2
|
%
|
|
(49,577
|
)
|
|||
|
Total debt
|
|
709,300
|
|
|
3.0
|
%
|
|
758,648
|
|
|
2.2
|
%
|
|
(49,348
|
)
|
|||
|
Shareholders’ equity
|
|
1,015,013
|
|
|
|
|
|
880,970
|
|
|
|
|
|
134,043
|
|
|||
|
Total capital
|
|
$
|
1,724,313
|
|
|
|
|
|
$
|
1,639,618
|
|
|
|
|
|
$
|
84,695
|
|
|
(in thousands)
|
Total available
|
||
|
Revolving credit facility commitment
|
$
|
525,000
|
|
|
Amount drawn on revolving credit facility
|
(413,000
|
)
|
|
|
Outstanding letters of credit
(1)
|
(10,361
|
)
|
|
|
Net available for borrowing as of December 31, 2017
|
$
|
101,639
|
|
|
(in thousands)
|
|
Total
|
|
2018
|
|
2019 and 2020
|
|
2021 and 2022
|
|
2023 and thereafter
|
||||||||||
|
Long-term debt
|
|
$
|
707,938
|
|
|
$
|
43,313
|
|
|
$
|
664,625
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Lease obligations
|
|
32,956
|
|
|
11,620
|
|
|
16,093
|
|
|
3,504
|
|
|
1,739
|
|
|||||
|
Purchase obligations
|
|
53,911
|
|
|
30,247
|
|
|
20,712
|
|
|
2,952
|
|
|
—
|
|
|||||
|
Other non-current liabilities
(1)
|
|
73,856
|
|
|
40,343
|
|
|
24,160
|
|
|
6,711
|
|
|
2,642
|
|
|||||
|
Total contractual obligations
|
|
$
|
868,661
|
|
|
$
|
125,523
|
|
|
$
|
725,590
|
|
|
$
|
13,167
|
|
|
$
|
4,381
|
|
|
•
|
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
$4.8 million
as of
December 31, 2017
, excluding tax benefits of deductible interest and the federal benefit of deductible state income tax.
|
|
•
|
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, 2017
is excluded from the obligations shown in the table above.
|
|
•
|
Other non-current liabilities which are not settled in cash, such as deferred revenue and incentive compensation that will be settled by issuing shares of our common stock.
|
|
•
|
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 2018. Our postretirement benefit plan was overfunded
$39.8 million
as of
December 31, 2017
.
|
|
•
|
Income tax payments, which are dependent upon our taxable income.
|
|
•
|
Issuance of state-by-state guidance regarding conformity with or decoupling from the 2017 Act.
|
|
•
|
Finalize the calculation of post-1986 foreign deferred earnings, which are subject to the toll charge, and determine our ability to beneficially claim a foreign tax credit resulting from the income inclusion.
|
|
•
|
Where pertinent, adjust to clarifications and guidance regarding other aspects of the 2017 Act, including those related to executive compensation.
|
|
(in thousands)
|
|
One-percentage-point increase
|
|
One-percentage-point decrease
|
||||
|
Effect on total of service and interest cost
|
|
$
|
48
|
|
|
$
|
(45
|
)
|
|
Effect on benefit obligation
|
|
1,402
|
|
|
(1,314
|
)
|
||
|
(in thousands)
|
|
Carrying amount
|
|
Fair value
(1)
|
|
Weighted-average interest rate
|
|||||
|
Amount drawn on revolving credit facility
|
|
$
|
413,000
|
|
|
$
|
413,000
|
|
|
3.0
|
%
|
|
Amount outstanding under term loan facility
|
|
294,386
|
|
|
294,938
|
|
|
3.0
|
%
|
||
|
Capital lease obligations
|
|
1,914
|
|
|
1,914
|
|
|
2.0
|
%
|
||
|
Total debt
|
|
$
|
709,300
|
|
|
$
|
709,852
|
|
|
3.0
|
%
|
|
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
|
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
|
|
|
|
|
|
|
||
|
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, 2017 – 47,953; December 31, 2016 – 48,546)
|
|
|
|
|
|
|
||
|
Retained earnings
|
|
|
|
|
|
|
||
|
Accumulated other comprehensive loss
|
|
(
|
)
|
|
(
|
)
|
||
|
Total shareholders’ equity
|
|
|
|
|
|
|
||
|
Total liabilities and shareholders’ equity
|
|
$
|
|
|
|
$
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
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
|
|
(
|
)
|
|
|
|
|
|
|
|||
|
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,
|
||||||||||
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
Net income
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
|
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:
|
|
|
|
|
|
|
||||||
|
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, 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
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
—
|
|
|
(
|
)
|
|||||
|
Other common shares retired
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|||||
|
Fair value of share-based compensation
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|||||
|
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|||||
|
Balance, December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|||||
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|||||
|
Cash dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|
—
|
|
|
(
|
)
|
|||||
|
Common shares issued
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|||||
|
Common shares repurchased
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
—
|
|
|
(
|
)
|
|||||
|
Other common shares retired
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
(
|
)
|
|||||
|
Fair value of share-based compensation
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|||||
|
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|||||
|
Balance, December 31, 2017
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
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 sales of marketable securities
|
|
|
|
|
|
|
|
|
|
|||
|
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 (used) provided 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
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
•
|
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.
|
|
(in thousands)
|
|
2017
|
|
2016
|
||||
|
Trade accounts receivable – gross
|
|
$
|
|
|
|
$
|
|
|
|
Allowances for uncollectible accounts
|
|
(
|
)
|
|
(
|
)
|
||
|
Trade accounts receivable – net
|
|
$
|
|
|
|
$
|
|
|
|
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
Balance, beginning of year
|
|
$
|
2,828
|
|
|
$
|
4,816
|
|
|
$
|
|
|
|
Bad debt expense
|
|
|
|
|
|
|
|
|
|
|||
|
Write-offs, net of recoveries
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Balance, end of year
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
(in thousands)
|
|
2017
|
|
2016
|
||||
|
Raw materials
|
|
$
|
|
|
|
$
|
|
|
|
Semi-finished goods
|
|
|
|
|
|
|
||
|
Finished goods
|
|
|
|
|
|
|
||
|
Supplies
|
|
|
|
|
|
|
||
|
Inventories and supplies
|
|
$
|
|
|
|
$
|
|
|
|
|
|
December 31, 2017
|
||||||||||||||
|
(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, 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
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
(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
|
|
$
|
|
|
|
|
|
2017
|
|
2016
|
||||||||||||||||||||
|
(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)
|
|
2017
|
|
2016
|
|
Balance sheet caption
|
||||
|
Current assets
|
|
$
|
|
|
|
$
|
|
|
|
Other current assets
|
|
Intangibles
|
|
|
|
|
|
|
|
Assets held for sale
|
||
|
Goodwill
|
|
|
|
|
|
|
|
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
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
2017
|
|
2016
|
||||||||||||||||||||
|
(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
(1)
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||||
|
Software to be sold
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||||
|
Technology-based intangibles
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Other
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||||
|
Amortizable intangibles
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||||
|
Intangibles
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
Customer lists/relationships
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Internal-use software
|
|
|
|
|
|
|
|
|
|
|||
|
Trade names
|
|
|
|
|
|
|
|
|
|
|||
|
Other amortizable intangibles
|
|
|
|
|
|
|
|
|
|
|||
|
Amortization of intangibles
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
(in thousands)
|
|
Estimated
amortization
expense
|
||
|
2018
|
|
$
|
|
|
|
2019
|
|
|
|
|
|
2020
|
|
|
|
|
|
2021
|
|
|
|
|
|
2022
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
|
(in thousands)
|
|
Amount
|
|
Weighted-average amortization period
(in years)
|
|
Amount
|
|
Weighted-average amortization period
(in years)
|
|
Amount
|
|
Weighted-average amortization period
(in years)
|
||||||
|
Customer lists/relationships
|
|
$
|
|
|
|
|
|
$
|
|
|
|
|
|
$
|
|
|
|
|
|
Internal-use software
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Trade names
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Software to be sold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|||
|
Technology-based intangible
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|||
|
Acquired intangibles
|
|
$
|
|
|
|
|
|
$
|
|
|
|
|
|
$
|
|
|
|
|
|
(in thousands)
|
|
Small
Business
Services
|
|
Financial
Services
|
|
Direct
Checks
|
|
Total
|
||||||||
|
Balance, December 31, 2015:
|
|
|
|
|
|
|
|
|
||||||||
|
Goodwill, gross
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Accumulated impairment charges
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
||||
|
Goodwill, net of accumulated impairment charges
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Measurement-period adjustment for acquisition of Datamyx LLC (Note 5)
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
||||
|
Goodwill resulting from acquisitions (Note 5)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
||||
|
Currency translation adjustment
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
||||
|
Balance, December 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Goodwill, gross
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Accumulated impairment charges
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
||||
|
Goodwill, net of accumulated impairment charges
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Impairment charge (Note 7)
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
(
|
)
|
||||
|
Goodwill resulting from acquisitions (Note 5)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
||||
|
Measurement-period adjustments for previous acquisitions (Note 5)
|
|
|
|
|
(
|
)
|
|
—
|
|
|
(
|
)
|
||||
|
Sale of small business distributor
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
(
|
)
|
||||
|
Reclassification to assets held for sale
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
(
|
)
|
||||
|
Currency translation adjustment
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
||||
|
Balance, December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Goodwill, gross
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Accumulated impairment charges
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
||||
|
Goodwill, net of accumulated impairment charges
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
(in thousands)
|
|
2017
|
|
2016
|
||||
|
Contract acquisition costs
|
|
$
|
|
|
|
$
|
|
|
|
Loans and notes receivable from Safeguard distributors
|
|
|
|
|
|
|
||
|
Postretirement benefit plan asset (Note 12)
|
|
|
|
|
|
|
||
|
Deferred advertising costs
|
|
|
|
|
|
|
||
|
Other
|
|
|
|
|
|
|
||
|
Other non-current assets
|
|
$
|
|
|
|
$
|
|
|
|
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
Balance, beginning of year
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Additions
(1)
|
|
|
|
|
|
|
|
|
|
|||
|
Amortization
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Other
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Balance, end of year
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
(in thousands)
|
|
2017
|
|
2016
|
||||
|
Funds held for customers
|
|
$
|
|
|
|
$
|
|
|
|
Deferred revenue
|
|
|
|
|
|
|
||
|
Employee profit sharing/cash bonus
|
|
|
|
|
|
|
||
|
Acquisition-related liabilities
(1)
|
|
|
|
|
|
|
||
|
Income tax
|
|
|
|
|
|
|
||
|
Contract acquisition costs due within one year
|
|
|
|
|
|
|
||
|
Customer rebates
|
|
|
|
|
|
|
||
|
Restructuring due within one year (Note 8)
|
|
|
|
|
|
|
||
|
Other
|
|
|
|
|
|
|
||
|
Accrued liabilities
|
|
$
|
|
|
|
$
|
|
|
|
(in thousands)
|
|
2017
|
|
2016
|
||||
|
Contract acquisition costs
|
|
$
|
|
|
|
$
|
|
|
|
Acquisition-related liabilities
(1)
|
|
|
|
|
|
|
||
|
Other
|
|
|
|
|
|
|
||
|
Other non-current liabilities
|
|
$
|
|
|
|
$
|
|
|
|
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
Income taxes paid
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Interest paid
|
|
|
|
|
|
|
|
|
|
|||
|
Non-cash investing activities:
|
|
|
|
|
|
|
||||||
|
Proceeds from sales of businesses – notes receivable
|
|
|
|
|
|
|
|
|
|
|||
|
Acquisition-related liabilities
(1)
|
|
|
|
|
|
|
|
|
|
|||
|
(dollars, shares and options in thousands, except per share amounts)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
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)
|
|
2017
|
|
2016
|
|
2015
|
|
|
||||||
|
Amortization of postretirement benefit plan items:
|
|
|
|
|
|
|
|
|
||||||
|
Prior service credit
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
(1)
|
|
Net actuarial loss
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(1)
|
|||
|
Total amortization
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(1)
|
|||
|
Tax benefit
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|||
|
Total reclassifications, net of tax
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
(1)
|
|
(in thousands)
|
|
Postretirement benefit plans, net of tax
|
|
Net unrealized (loss) gain on marketable securities, net of tax
|
|
Currency translation adjustment
|
|
Accumulated other comprehensive 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
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||
|
Other comprehensive income (loss) before reclassifications
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
||||
|
Amounts reclassified from accumulated other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Net current-period other comprehensive income (loss)
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
||||
|
Balance, December 31, 2017
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
•
|
In February 2017, we acquired selected assets of Panthur Pty Ltd (Panthur), an Australian web hosting and domain registration service provider. The allocation of the purchase price based upon the estimated fair values of the assets acquired and liabilities assumed resulted in goodwill of
$
|
|
•
|
In July 2017, we acquired all of the equity of Digital Pacific Group Pty Ltd (Digital Pacific), an Australian web hosting and domain registration service provider. The preliminary allocation of the purchase price based upon the estimated fair values of the assets acquired and liabilities assumed resulted in goodwill of
$
|
|
•
|
In September 2017, we acquired all of the equity of j2 Global Australia Pty Ltd, doing business as Web24, an Australian web hosting and domain registration service provider. The preliminary allocation of the purchase price based upon the estimated fair values of the assets acquired and liabilities assumed resulted in goodwill of
$
|
|
•
|
In November 2017, we acquired selected assets of Impact Marketing Specialists, Inc., which provides marketing solutions to real estate agents.
|
|
•
|
In December 2017, we acquired selected assets of SY Holdings, LLC, doing business as managed.com, a web hosting services provider.
|
|
•
|
During 2017, we acquired the operations of several small business distributors. The assets acquired consisted primarily of customer list intangible assets. All but
|
|
•
|
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 April 2016, we acquired selected assets of 180 Fusion LLC, a digital marketing services provider. 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 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 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 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 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 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), a provider of data-driven marketing solutions for financial institutions. 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 thousands)
|
|
FMCG
|
||
|
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, data-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 thousands)
|
|
2017 acquisitions
(1)
|
|
2016 acquisitions
(2)
|
|
2015 acquisitions
(3)
|
||||||
|
Net tangible assets acquired and liabilities assumed
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Identifiable intangible assets:
|
|
|
|
|
|
|
||||||
|
Customer lists/relationships
|
|
|
|
|
|
|
|
|
|
|||
|
Trade names
|
|
|
|
|
|
|
|
|
|
|||
|
Software to be sold
|
|
|
|
|
|
|
|
|
|
|||
|
Technology-based intangibles
|
|
|
|
|
|
|
|
|
|
|||
|
Internal-use software
|
|
|
|
|
|
|
|
|
|
|||
|
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
(6)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
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)
|
|
||||||||||||
|
Trade name
|
|
$
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
|
|
|
$
|
|
|
|
Assets held for sale
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|||||
|
Other
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|||||
|
Total
|
|
|
|
|
|
|
|
|
|
$
|
|
|
||||||||
|
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
Balance, beginning of year
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Acquisition date fair value
|
|
|
|
|
|
|
|
|
|
|||
|
Change in fair value
|
|
|
|
|
(
|
)
|
|
|
|
|||
|
Payments
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Balance, end of year
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
(in thousands)
|
|
2016
|
|
2015
|
||||
|
Gain from derivatives
|
|
$
|
|
|
|
$
|
|
|
|
Loss from change in fair value of hedged debt
|
|
(
|
)
|
|
(
|
)
|
||
|
Net effect on interest expense
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
Fair value measurements using
|
||||||||||||
|
|
|
Fair value as of
December 31, 2017
|
|
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)
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
||||
|
Accrued contingent consideration
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
(
|
)
|
||||
|
|
|
|
|
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)
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
||||
|
Accrued contingent consideration
|
|
(
|
)
|
|
—
|
|
|
—
|
|
|
(
|
)
|
||||
|
|
|
|
|
Fair value measurements using
|
||||||||||||||||
|
|
|
December 31, 2017
|
|
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 Safeguard distributors
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|||||
|
Long-term debt
(1)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|||||
|
|
|
|
|
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 Safeguard distributors
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|||||
|
Long-term debt
(1)
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|||||
|
(dollars in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
Severance accruals
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Severance reversals
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Operating lease obligations
|
|
|
|
|
|
|
|
|
|
|||
|
Net restructuring accruals
|
|
|
|
|
|
|
|
|
|
|||
|
Other costs
|
|
|
|
|
|
|
|
|
|
|||
|
Net restructuring charges
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Number of employees included in severance accruals
|
|
|
|
|
|
|
|
|
|
|||
|
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
Total cost of revenue
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|||
|
Net restructuring charges
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
(in thousands)
|
|
2017
initiatives
|
|
2016
initiatives
|
|
2015
initiatives
|
|
2012 - 2014
initiatives
|
|
Total
|
||||||||||
|
Balance, December 31, 2014
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Restructuring charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Restructuring reversals
|
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||
|
Payments
|
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||
|
Balance, December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Restructuring charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Restructuring reversals
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||
|
Payments
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||
|
Balance, December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Restructuring charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Restructuring reversals
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|||||
|
Payments
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|||||
|
Balance, December 31, 2017
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Cumulative amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Restructuring charges
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Restructuring reversals
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||
|
Payments
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||
|
Balance, December 31, 2017
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
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, 2014
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Restructuring charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Restructuring reversals
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
||||||||
|
Inter-segment transfer
|
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Payments
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||||||
|
Balance, December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Restructuring charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Restructuring reversals
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
||||||||
|
Payments
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||||||
|
Balance, December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Restructuring charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Restructuring reversals
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
||||||||
|
Payments
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
||||||||
|
Balance, December 31, 2017
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Cumulative amounts
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Restructuring charges
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Restructuring reversals
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
||||||||
|
Inter-segment transfer
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Payments
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||||||
|
Balance, December 31, 2017
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
United States
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Foreign
|
|
|
|
|
|
|
|
|
|
|||
|
Income before income taxes
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
Current tax provision:
|
|
|
|
|
|
|
||||||
|
Federal
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
State
|
|
|
|
|
|
|
|
|
|
|||
|
Foreign
|
|
|
|
|
|
|
|
|
|
|||
|
Total current tax provision
|
|
|
|
|
|
|
|
|
|
|||
|
Deferred tax provision:
|
|
|
|
|
|
|
||||||
|
Federal
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|||
|
State
|
|
(
|
)
|
|
|
|
|
|
|
|||
|
Foreign
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
Total deferred tax provision
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|||
|
Income tax provision
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
|||
|
Income tax at federal statutory rate
|
|
|
%
|
|
|
%
|
|
|
%
|
|
State income tax expense, net of federal income tax benefit
|
|
|
%
|
|
|
%
|
|
|
%
|
|
Goodwill impairment charge
|
|
|
%
|
|
|
|
|
|
|
|
Impact of Tax Cuts and Jobs Act
|
|
(
|
%)
|
|
|
|
|
|
|
|
Qualified production activities deduction
|
|
(
|
%)
|
|
(
|
%)
|
|
(
|
%)
|
|
Net tax benefit of share-based compensation
|
|
(
|
%)
|
|
(
|
%)
|
|
|
|
|
Other
|
|
(
|
%)
|
|
(
|
%)
|
|
(
|
%)
|
|
Effective tax rate
|
|
|
%
|
|
|
%
|
|
|
%
|
|
•
|
Issuance of state-by-state guidance regarding conformity with or decoupling from the 2017 Act.
|
|
•
|
Finalize the calculation of post-1986 foreign deferred earnings, which are subject to the toll charge, and determine our ability to beneficially claim a foreign tax credit resulting from the income inclusion.
|
|
•
|
Where pertinent, adjust to clarifications and guidance regarding other aspects of the 2017 Act, including those related to executive compensation.
|
|
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
Balance, beginning of year
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
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, end of year
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
2017
|
|
2016
|
||||||||||||
|
(in thousands)
|
|
Deferred tax assets
|
|
Deferred tax liabilities
|
|
Deferred tax assets
|
|
Deferred tax liabilities
|
||||||||
|
Goodwill
|
|
$
|
—
|
|
|
$
|
|
|
|
$
|
—
|
|
|
$
|
|
|
|
Property, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Intangible assets
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
||||
|
Prepaid assets
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
||||
|
Installment sales treatment of notes receivable
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
||||
|
Deferred advertising costs
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
||||
|
Early extinguishment of debt
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
||||
|
Employee benefit plans
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
||||
|
Reserves and accruals
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
||||
|
Net operating loss, capital loss and tax credit 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
$
|
|
•
|
Foreign capital loss and net operating loss carryforwards of
$
|
|
•
|
Foreign research tax credit and net operating loss carryforwards of
$
|
|
•
|
|
|
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
Restricted shares and restricted stock units
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Performance share awards
|
|
|
|
|
|
|
|
|
|
|||
|
Stock options
|
|
|
|
|
|
|
|
|
|
|||
|
Employee stock purchase plan
|
|
|
|
|
|
|
|
|
|
|||
|
Total share-based compensation expense
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Income tax benefit
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
$
|
(
|
)
|
|
|
|
2017
|
|
2016
|
|
2015
|
|||
|
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
(in thousands)
|
|
Weighted-average remaining contractual term
(in years)
|
|||||
|
Outstanding, December 31, 2014
|
|
|
|
|
$
|
|
|
|
|
|
|
||
|
Granted
|
|
|
|
|
|
|
|
|
|
|
|||
|
Exercised
|
|
(
|
)
|
|
|
|
|
|
|
|
|||
|
Forfeited or expired
|
|
(
|
)
|
|
|
|
|
|
|
|
|||
|
Outstanding, December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|||
|
Granted
|
|
|
|
|
|
|
|
|
|
|
|||
|
Exercised
|
|
(
|
)
|
|
|
|
|
|
|
|
|||
|
Forfeited or expired
|
|
(
|
)
|
|
|
|
|
|
|
|
|||
|
Outstanding, December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|||
|
Granted
|
|
|
|
|
|
|
|
|
|
|
|||
|
Exercised
|
|
(
|
)
|
|
|
|
|
|
|
|
|||
|
Forfeited or expired
|
|
(
|
)
|
|
|
|
|
|
|
|
|||
|
Outstanding, December 31, 2017
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Exercisable at December 31, 2015
|
|
|
|
|
$
|
|
|
|
|
|
|
||
|
Exercisable at December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|||
|
Exercisable at December 31, 2017
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
Number of units
(in thousands)
|
|
Weighted-average grant date fair value per unit
|
|
Weighted-average remaining contractual term
(in years)
|
|||
|
Outstanding at December 31, 2014
|
|
|
|
|
$
|
|
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
Vested
|
|
(
|
)
|
|
|
|
|
|
|
|
Forfeited
|
|
(
|
)
|
|
|
|
|
|
|
|
Outstanding at December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
Vested
|
|
(
|
)
|
|
|
|
|
|
|
|
Forfeited
|
|
(
|
)
|
|
|
|
|
|
|
|
Outstanding at December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
Vested
|
|
(
|
)
|
|
|
|
|
|
|
|
Forfeited
|
|
(
|
)
|
|
|
|
|
|
|
|
Outstanding at December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares
(in thousands)
|
|
Weighted-average grant date fair value per share
|
|
Weighted-average remaining contractual term
(in years)
|
|||
|
Unvested at December 31, 2014
|
|
|
|
|
$
|
|
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
Vested
|
|
(
|
)
|
|
|
|
|
|
|
|
Forfeited
|
|
(
|
)
|
|
|
|
|
|
|
|
Unvested at December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
Vested
|
|
(
|
)
|
|
|
|
|
|
|
|
Forfeited
|
|
(
|
)
|
|
|
|
|
|
|
|
Unvested at December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
Vested
|
|
(
|
)
|
|
|
|
|
|
|
|
Forfeited
|
|
(
|
)
|
|
|
|
|
|
|
|
Unvested at December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
|||
|
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, 2014
|
|
|
|
|
$
|
|
|
|
|
|
Granted
(1)
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
(
|
)
|
|
|
|
|
|
|
|
Unvested at December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
Granted
(1)
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
(
|
)
|
|
|
|
|
|
|
|
Unvested at December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
Granted
(1)
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
(
|
)
|
|
|
|
|
|
|
|
Vested
|
|
(
|
)
|
|
|
|
|
|
|
|
Adjustment for performance results achieved
(2)
|
|
|
|
|
|
|
|
|
|
|
Unvested at December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
Performance-based compensation plans
(1)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
401(k) expense
|
|
|
|
|
|
|
|
|
|
|||
|
(in thousands)
|
|
Postretirement benefit plan
|
|
Pension plan
|
||||
|
Change in benefit obligation:
|
|
|
|
|
||||
|
Benefit obligation, December 31, 2015
|
|
$
|
|
|
|
$
|
|
|
|
Interest cost
|
|
|
|
|
|
|
||
|
Net actuarial (gain) loss
|
|
(
|
)
|
|
|
|
||
|
Benefits paid from plan assets and company funds
|
|
(
|
)
|
|
(
|
)
|
||
|
Benefit obligation, December 31, 2016
|
|
|
|
|
|
|
||
|
Interest cost
|
|
|
|
|
|
|
||
|
Net actuarial (gain) loss
|
|
(
|
)
|
|
|
|
||
|
Benefits paid from plan assets and company funds
|
|
(
|
)
|
|
(
|
)
|
||
|
Benefit obligation, December 31, 2017
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
||||
|
Change in plan assets:
|
|
|
|
|
||||
|
Fair value of plan assets, December 31, 2015
|
|
$
|
|
|
|
$
|
—
|
|
|
Return on plan assets
|
|
|
|
|
—
|
|
||
|
Benefits paid
|
|
(
|
)
|
|
—
|
|
||
|
Fair value of plan assets, December 31, 2016
|
|
|
|
|
—
|
|
||
|
Return on plan assets
|
|
|
|
|
—
|
|
||
|
Benefits paid
|
|
(
|
)
|
|
—
|
|
||
|
Fair value of plan assets, December 31, 2017
|
|
$
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||
|
Funded status, December 31, 2016
|
|
$
|
|
|
|
$
|
(
|
)
|
|
Funded status, December 31, 2017
|
|
$
|
|
|
|
$
|
(
|
)
|
|
|
|
Postretirement benefit plan
|
|
Pension plan
|
||||||||||||
|
(in thousands)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
Other non-current assets
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Accrued liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Other non-current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
(in thousands)
|
|
2017
|
|
2016
|
||||
|
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)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
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
|
||||||||
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
|
Discount rate
|
|
|
%
|
|
|
%
|
|
|
%
|
|
|
%
|
|
|
|
Postretirement benefit plan
|
|
Pension plan
|
||||||||||||||
|
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
Discount rate
|
|
|
%
|
|
|
%
|
|
|
%
|
|
|
%
|
|
|
%
|
|
|
%
|
|
Expected return on plan assets
|
|
|
%
|
|
|
%
|
|
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
|
|
|
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
|
||||
|
|
|
2017
|
|
2016
|
||
|
U.S. large capitalization equity securities
|
|
|
%
|
|
|
%
|
|
Mortgage-backed securities
|
|
|
%
|
|
|
%
|
|
International equity 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,
2017
|
||||||||||
|
(in thousands)
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
|
||||||||||||
|
U.S. large capitalization equity securities
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Mortgage-backed securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
International equity 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,
2016
|
||||||||||
|
(in thousands)
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
|
||||||||||||
|
U.S. large capitalization equity securities
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Mortgage-backed securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
International equity 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
|
|||||
|
2018
|
|
$
|
|
|
|
$
|
|
|
|
2019
|
|
|
|
|
|
|
||
|
2020
|
|
|
|
|
|
|
||
|
2021
|
|
|
|
|
|
|
||
|
2022
|
|
|
|
|
|
|
||
|
2023 - 2027
|
|
|
|
|
|
|
||
|
(in thousands)
|
|
2017
|
|
2016
|
||||
|
Amount drawn on revolving credit facility
|
|
$
|
|
|
|
$
|
|
|
|
Amount outstanding under term loan facility
|
|
|
|
|
|
|
||
|
Capital lease obligations
|
|
|
|
|
|
|
||
|
Long-term debt, principal amount
|
|
|
|
|
|
|
||
|
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)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
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
|
|
(
|
)
|
|
|
Outstanding letters of credit
(1)
|
|
(
|
)
|
|
|
Net available for borrowing as of December 31, 2017
|
|
$
|
|
|
|
(in thousands)
|
|
Debt maturities
|
||
|
2018
|
|
$
|
|
|
|
2019
|
|
|
|
|
|
Total
|
|
$
|
|
|
|
(in thousands)
|
|
2017
|
|
2016
|
||||
|
Machinery and equipment
|
|
$
|
|
|
|
$
|
|
|
|
Accumulated depreciation
|
|
(
|
)
|
|
(
|
)
|
||
|
Net assets under capital leases
|
|
$
|
|
|
|
$
|
|
|
|
(in thousands)
|
|
Capital lease obligations
|
|
Operating lease obligations
|
||||
|
2018
|
|
$
|
|
|
|
$
|
|
|
|
2019
|
|
|
|
|
|
|
||
|
2020
|
|
|
|
|
|
|
||
|
2021
|
|
|
|
|
|
|
||
|
2022
|
|
—
|
|
|
|
|
||
|
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
|
|
2017
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
customers:
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Operating income:
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Depreciation and amortization
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
expense:
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Asset impairment charges:
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Total assets:
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Capital asset purchases:
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
Checks
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Marketing solutions and other services
|
|
|
|
|
|
|
|
|
|
|||
|
Forms
|
|
|
|
|
|
|
|
|
|
|||
|
Accessories and other products
|
|
|
|
|
|
|
|
|
|
|||
|
Total revenue
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
Total revenue from external customers:
|
|
|
|
|
|
|
||||||
|
United States
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Foreign, primarily Canada
|
|
|
|
|
|
|
|
|
|
|||
|
Total revenue
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
2017 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
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
•
|
First quarter 2017 –
net pre-tax gains of
$
|
|
•
|
Second quarter 2017 –
a pre-tax asset impairment charge of
$
|
|
•
|
Third quarter 2017
– asset impairment charges of
$
|
|
•
|
Fourth quarter 2017
– net pre-tax restructuring charges of
$
|
|
•
|
Second quarter 2016 –
net pre-tax restructuring charges of
$
|
|
•
|
Third quarter 2016
–
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
|
|
1,501,902
|
|
(1)
|
$
|
56.51
|
|
(1)
|
9,929,159
|
|
(2)
|
|
Equity compensation plans not approved by shareholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
Total
|
|
1,501,902
|
|
|
$
|
56.51
|
|
|
9,929,159
|
|
|
|
Exhibit Number
|
|
Description
|
|
Method of Filing
|
|
3.1
|
|
|
|
*
|
|
3.2
|
|
|
|
*
|
|
4.1
|
|
|
|
*
|
|
10.1
|
|
|
*
|
|
|
10.2
|
|
|
*
|
|
|
10.3
|
|
|
*
|
|
|
10.4
|
|
|
*
|
|
|
10.5
|
|
|
*
|
|
|
10.6
|
|
|
*
|
|
|
10.7
|
|
|
*
|
|
|
10.8
|
|
|
*
|
|
|
10.9
|
|
|
*
|
|
|
Exhibit Number
|
|
Description
|
|
Method of Filing
|
|
10.10
|
|
|
*
|
|
|
10.11
|
|
|
*
|
|
|
10.12
|
|
|
*
|
|
|
10.13
|
|
|
*
|
|
|
10.14
|
|
|
Filed
herewith
|
|
|
10.15
|
|
|
*
|
|
|
10.16
|
|
|
Filed
herewith
|
|
|
10.17
|
|
|
*
|
|
|
10.18
|
|
|
*
|
|
|
10.19
|
|
|
Filed
herewith
|
|
|
10.20
|
|
|
*
|
|
|
10.21
|
|
|
Filed
herewith
|
|
|
10.22
|
|
|
Filed
herewith
|
|
|
10.23
|
|
|
Filed
herewith
|
|
|
10.24
|
|
|
*
|
|
|
10.25
|
|
|
*
|
|
|
10.26
|
|
|
Filed
herewith
|
|
|
Exhibit Number
|
|
Description
|
|
Method of Filing
|
|
10.27
|
|
|
*
|
|
|
10.28
|
|
|
*
|
|
|
21.1
|
|
|
Filed
herewith
|
|
|
23.1
|
|
|
Filed
herewith
|
|
|
24.1
|
|
|
Filed
herewith
|
|
|
31.1
|
|
|
|
Filed
herewith
|
|
31.2
|
|
|
|
Filed
herewith
|
|
32.1
|
|
|
Furnished
herewith
|
|
|
101
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of December 31, 2017 and December 31, 2016, (ii) Consolidated Statements of Income for the years ended December 31, 2017, 2016 and 2015, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015, (iv) Consolidated Statements of Shareholders' Equity for the years ended December 31, 2017, 2016 and 2015 (v) Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015, and (vi) Notes to Consolidated Financial Statements
|
|
Filed
herewith
|
|
|
DELUXE CORPORATION
|
|
Date: February 23, 2018
|
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/ Keith A. Bush
|
Chief Financial Officer
|
|
Keith A. Bush
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
*
|
|
|
Ronald C. Baldwin
|
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
|
|
|
|
|
*
|
|
|
Victoria A. Treyger
|
Director
|
|
|
|
|
|
|
|
* By: /s/ Lee Schram
|
|
|
Lee Schram, Attorney-in-Fact
|
|
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 |
|---|
No information found
Customers
| Customer name | Ticker |
|---|---|
| Paychex, Inc. | PAYX |
Suppliers
| Supplier name | Ticker |
|---|---|
| 3M Company | MMM |
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|