UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X]Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended
 
December 31, 20172019

Commission file number: 1-7945

deluxelogo2020a.jpg 

DELUXE CORPORATION
(Exact name of registrant as specified in its charter) 

Minnesota
MN
41-0216800
(State or other jurisdiction of incorporation or organization)
41-0216800
(I.R.S. Employer Identification No.)
3680 Victoria St. N.,
Shoreview Minnesota
MN55126-2966
(Address of principal executive offices)
55126-2966
(Zip Code)

Registrant’s telephone number, including area code: (651) 483-7111
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)Name of each exchange on which registered
Common Stock, par value $1.00 per share
(Title of each class)
New York Stock Exchange
(Name of each exchange on which registered)
DLX
NYSE

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [X] Yes   [ ] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes    [ ] Yes   [X] No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes   [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes   [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company .company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [X]Accelerated FilerAccelerated filer [ ]Filer
Non-accelerated filer [ ] (Do not check if a smaller reporting company)FilerSmaller reporting company [ ]Reporting Company
 Emerging growth company [ ]Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No

The aggregate market value of the voting stock held by non-affiliates of the registrant is $3,311,141,538$1,736,275,030 based on the last sales price of the registrant's common stock on the New York Stock Exchange on June 30, 2017.28, 2019. The number of outstanding shares of the registrant's common stock as of February 13, 201811, 2020 was 47,923,566.42,191,465.

Documents Incorporated by Reference: Portions of our definitive proxy statement to be filed within 120 days after our fiscal year-end are incorporated by reference in Part III.




DELUXE CORPORATION
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 20172019

TABLE OF CONTENTS

Item Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 






PART I

ITEM 1. BUSINESS
Item 1. Business.
COMPANY BACKGROUND

Over 100 years ago, Deluxe Corporation began providing payment solutions. Our longevity is a testament to our innovation and our ability to evolve with our customers. Over the past several years, we have transformed from a check printing company to an integral part of our customers' businesses. We are a Trusted Business TechnologyTM company that helps enterprises, small businesses and financial institutions deepen customer relationships through technology-enabled solutions, including marketing services and data analytics, treasury management solutions, website development and hosting, promotional products, electronic checks and deposits ("ePayments"), payroll services and fraud solutions, as well as customized checks and forms. We are also a leading provider of checks and accessories sold directly to consumers. Over the past 2 years, we have provided products and services to over 4,000 financial institutions, approximately 4.5 million other businesses and over 4.0 million consumers. We operate primarily in the U.S., but we also sell our products and services in Canada, Australia and portions of Europe and South America.

As of December 31, 2019, we operated 3 reportable business segments organized by customer type:

Small Business Services – This segment primarily serves small businesses and promotes and sells its products and services via internet advertising, direct response mail, partner referrals, networks of Safeguard® distributors and independent dealers, a direct sales force and an outbound telemarketing group.

Financial Services – This segment primarily serves financial institutions, including banks, credit unions and financial services companies, and promotes and sells its products and services primarily through a direct sales force.

Direct Checks – This segment is a leading direct-to-consumer check supplier, selling its products and services directly to consumers via direct marketing, utilizing search engine marketing and optimization strategies and print advertising.

Deluxe Corporation was founded in 1915 and was incorporated under the laws of the State of Minnesota in 1920. Our principal corporate offices are located at 3680 Victoria Street North, Shoreview, Minnesota 55126-2966. Our main telephone number is (651) 483-7111 and our web address is www.deluxe.com.

COMPANY OVERVIEW

Over 100 years ago, Deluxe Corporation began providing payment solutions. Our longevity is a testament to our innovation and our ability to evolve with our customers. Over the past several years, we have transformed from being primarily a check printing company to providing a diverse selection of products and services. Our vision is to be the best at helping small businesses and financial institutions grow and we have become a trusted partner to small businesses and an integral part of the financial services industry. We provide a selection of customer life cycle management solutions that help our customers acquire and engage their customers across multiple channels. To promote and sell a wide range of products and services, we use printed and electronic marketing; a direct sales force; referrals from financial institutions, telecommunication clients and other partners; networks of distributors and independent dealers; and an outbound telemarketing group. Over the past 24 months, our Small Business Services segment has provided products and services to approximately 4.4 million small business customers and our Direct Checks segment has provided products and services to more than 5.1 million consumers. Through our Financial Services segment, we provide products and services to approximately 4,900 financial institution clients.
PRODUCTS AND SERVICES

Our product and service offerings are comprised of the following:

Checks – We remain one of the largest providers of checks in the United States. During 2017, checks represented 39% of our Small Business Services segment's revenue, 43% of our Financial Services segment's revenue and 84% of our Direct Checks segment's revenue.

Marketing solutions and other services (MOS)– We offer products and services designed to meet our customers’customers' sales and marketing needs, as well as various other service offerings. Our MOS offerings generally consist of the following:

Small business marketing solutions – Our marketing products includeutilize digital printing and web-to-print solutions to provide printed marketing materials and promotional solutions, such as postcards, brochures, retail packaging supplies, apparel, greeting cards and business cards, print marketing, promotional goodscards.

Treasury management solutions – These solutions include remittance and apparel. Our weblockbox processing, remote deposit capture, receivables management, payment processing and paperless treasury management, as well as software, hardware and digital imaging solutions.

Web services – These service offerings include logo design;web hosting and domain name services, logo and web design, services;payroll services, email marketing, search engine optimization;marketing and optimization and business incorporation and organization services.

Data-driven marketing solutions – These offerings include outsourced marketing campaign targeting and execution and marketing programs, including email, mobileanalytics solutions that help our customers grow revenue through strategic targeting, lead optimization, retention and social media. We also offercross-selling services.

Fraud, security, risk management and operational services – These service offerings include fraud protection and security services, online and offline payroll services, and electronic checks ("eChecks"). Our Financial Services segment also offers a selection of financial technology ("FinTech") solutions. These solutions include data-driven marketing solutions, including outsourced marketing campaign targeting and execution; treasury management solutions, including accounts receivable processing and remote deposit capture;ePayments and digital engagement solutions, including loyalty and rewards programs. During 2017, MOS represented 34%programs and financial management tools.



Checks – We are one of our Small Business Services segment's revenue, 55%the largest providers of our Financial Services segment's revenuepersonal and 11% of our Direct Checks segment's revenue.business checks in the U.S.

Forms, accessories and other productsOur Small Business Services segment is a leading provider ofWe provide printed business forms, to small businesses, including deposit tickets, billing forms, work orders, job proposals, purchase orders, invoices and personnel forms. This segment also offersforms, as well as computer forms compatible with accounting software packages commonly used by small businesses. Forms sold by our Financial Services and Direct Checks segments include deposit tickets and check registers.

Accessories andWe also offer other products – Small Business Services offers products designed to provide small business owners with the customized documents necessary to efficiently manage their business,products, including envelopes, office supplies, ink stamps, labels, deposit tickets, check registers and labels. Our Financial Services and Direct Checks segments offer checkbook covers, labels and ink stamps.covers.

Revenue by product and service category, as a percentage of consolidated revenue, for the years ended December 31 was as follows:
  2017 2016 2015 2014 2013
Checks 43.3% 46.8% 49.3% 52.0% 55.8%
Marketing solutions and other services 38.4% 33.4% 30.0% 25.5% 21.6%
Forms 10.8% 11.6% 12.2% 13.0% 12.7%
Accessories and other products 7.5% 8.2% 8.5% 9.5% 9.9%
Total revenue 100.0% 100.0% 100.0% 100.0% 100.0%
  2019 2018 2017 2016 2015
Marketing solutions and other services:          
Small business marketing solutions 14.0% 14.6% 13.3% 13.1% 11.8%
Treasury management solutions 9.6% 7.4% 5.5% 5.0% 4.2%
Web services 8.3% 8.1% 6.7% 6.3% 6.3%
Data-driven marketing solutions 7.9% 7.4% 7.7% 2.7% 1.2%
Fraud, security, risk management and operational services 4.3% 4.5% 5.2% 6.3% 6.5%
Total MOS 44.1% 42.0% 38.4% 33.4% 30.0%
Checks 39.0% 40.6% 43.3% 46.8% 49.3%
Forms, accessories and other products 16.9% 17.4% 18.3% 19.8% 20.7%
Total revenue 100.0% 100.0% 100.0% 100.0% 100.0%




BUSINESS SEGMENTS

Our business segments are generally organized by the type of customer served and reflect the way we manage the company. Additional information concerning our segmentsrevenue by segment appears under the caption “Note 16:19: Business segment information” of the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.

Small Business Services
"ONE DELUXE" STRATEGY

Small Business Services operates under various brands, including Deluxe®, Safeguard®, PsPrint®, Hostopia®, Aplus.net®, VerticalResponse®,Digital Pacific®, Inkhead®, PAYweb® Throughout the past several years, as the use of checks and Payce®, among others. This is our largest segment in terms offorms continued to decline, we focused on opportunities to increase revenue and operating income and we are concentrating on profitably growing this segment. Small Business Services strives to be a leading supplier to small businesses, as well as partnersdiversify our revenue streams and channels that support small businesses, by providing personalized productscustomer base. These opportunities included new product and services that help them operateservice offerings, brand awareness and market their businesses. This segment sells productspositioning initiatives, investing in technology for our service offerings, enhancing our information technology capabilities and services to small businesses in North America, Australia and portions of South America and Europe.

Small Business Services' products are distributed through multiple channels. Our primaryinfrastructure, improving customer acquisition methods are direct response mail and internet advertising; referrals from financial institutions, telecommunications clients and other partners; affiliate relationships; networks of distributors and independent dealers; a direct sales force that focuses on selling to and through major accounts; and an outbound telemarketing group. Customer service for initial order support, product reorders and routine service is provided by a network of call center representatives located insegmentation, extending the United States, Canada and Australia.

Our Small Business Services strategies are as follows:

Effectively acquire and retain customers by optimizing eachreach of our sales channels;
Expand sales of higher growthchannels and recurring MOS offerings;
Increase our share ofreducing costs. In addition, we completed various acquisitions that extended the amount small businesses spend on the typesrange of products and services in our portfolio through increased brand awareness, channel coverage, and improved customer acquisition; and
Continue to optimize our cost and expense structure.

To support our strategies and to reposition Small Business Services as not just a provider of business checks and printed forms, but also as a provider of higher growth MOS offerings, we have two strategic focus areas:

1.Web services:
*Improve the digital marketing customer experience and cross-sell across all customers and channels, including through our integrated Deluxe Marketing Suite, while continuing to build partnerships and explore acquisition opportunities.
*Accelerate our brand awareness transformation, building a clear linkage between marketing and revenue-generating capabilities.
*Focus on scaling payroll services and continue to evaluate early stage businesses and other operational annuity growth solutions.
2.Payments and marketing solutions:
*Focus on core check retention and acquisition and on developing incremental retail customer acquisition channels.
*Profitably scale integrated marketing-on-demand solutions, with the largest opportunity in major accounts.
*Optimize electronic payment solutions with a focus on building opportunities with financial institutions, medical and insurance payment processors, accounting services and software providers, and other document management and payment solution companies.

In support of our strategies, we expect to continue identifying opportunities to expand salesoffer to our existing customers and to acquire new customers, including the small business customer referrals we receive through our Deluxe Business Advantage® program. This program provides a fast and simple way for financial institutions to offer expanded personalized service to small businesses. Our relationships with financial institutions are important in helping us more deeply serve unique customer segments such as contractors, retailers and professional services firms. In addition, we expect to continue to acquire customers through our affiliate partners, telecommunications clients, media partners and major account clients. We invest in our e-commerce and technology platforms to increase opportunities to market and sell online, and we utilize various marketing channels, including internet, direct mail solicitations and television. Our distributor and dealer networks and our major accounts channel increase our distribution reach through dedicated “feet on the street,” resellers and partner operations, and allow us to increase sales to existing customers and acquire new customers via multiple methods.

We continuously evaluate ways to strengthen our portfolio of products and services through acquisitions, partnerships and internal development. In recent years, we have acquired a number of businesses that have expanded our MOS offerings, including technology-based solutions such as web services, payroll services, web-to-print capabilities, internet marketing services and eChecks. Sales of these higher growth products and services are expected to represent an increasing portion of our revenue. Additional information concerningcustomers. Information about our acquisitions appearscan be found under the caption “Note 5: Acquisitions” of"Note 6: Acquisitions" in the Notes to


Consolidated Financial Statements appearing in Part II, Item 8 of this report. In addition, we track innovations within the marketplace coming from competitors, best-of-breed companies and evolving technology products and communities. When making decisions regarding the technologies and methodologies to employ within our

We have now moved beyond product and service areas,diversification and have transformed into a Trusted Business TechnologyTM company. Our One Deluxe growth strategy focuses on profitable organic growth, supplemented by acquisitions, rather than being dependent on acquisitions for growth. This shift in our strategic focus requires us to fundamentally change our go-to-market strategy, operating model and organizational design. We expect that fully integrating past acquisitions and consolidating and standardizing our technology platforms will enable us to operate as one Deluxe. Previously, we incorporate leading new techniques when they meet our fundamental need for scale, performance, flexibilityoperated as a "company of companies," and security. We also monitor feedback from our customer channels to ensure we are offering the products and features our customers want.

now transforming into a "company of products." We continue our efforts within Small Business Services to simplify processes, eliminate complexity and lower costs. Small Business Services outsources the production of many of its products, including certain business forms, promotional products and apparel. In conjunction with our cost reduction initiatives, we strive to further enhance our strategic supplier sourcing arrangements. In addition, the expertise we have developed in logistics, productivity and inventory management has allowed us to reduce the number of facilities we operate, while still meeting customer requirements. During 2017, we closed a retail packaging sales location in Dallas, Texas. During 2016, we closed a call center located in Los Angeles, California, a warehouse located in Houston, Texas and a facility housing general office space in Burnsville, Minnesota. During 2015, we closed a facility located in American Fork, Utah that housed a call center and administrative functions, as well as a call center located in Charlotte, North Carolina and a sales facility located in Venice, California. The operations of these facilities were integrated into existing Small Business Services operations.

Financial Services

Financial Services' products and services are sold primarily through a direct sales force, which executes product and service supply contracts with our financial institution clients, including banks, credit unions and financial services companies. Building on our long-standing reputation in the financial services industry as a leading check provider, we have expanded our offerings to include a growing selection of software and cloud-based products and services designed to help financial institutions better address the needs of their customers throughout the customer life cycle. Our sales force is selling these life cycle management solutions through our existing financial institution customer channel to existing clients and to new clients. In addition, certain of our service offerings, such as digital engagement solutions, are sold to clients other than financial institutions.

Our Financial Services strategies are as follows:

Expand sales of higher growth MOS offerings that differentiate us from the competition;
Optimize core check revenue streams and acquire new clients; and
Continue to optimize our cost and expense structure.

We have two focus areas that support our Financial Services strategies:

1.Data-driven marketing solutions:
*Leverage data-driven analytics and marketing capabilities to grow financial institution depository and lending products, and assess new acquisitions.
2.Treasury management solutions:
*Profitably scale our treasury management solutions.
*Further integrate previous acquisitions and execute additional acquisitions.

Despite the decline in check usage, checks continue to be an important source of revenue. Our check supply contracts usually range in duration from 3 to 6 years. As part of our check programs, we provide enhanced services such as customized reporting, file management, expedited account conversion support, fraud protection services, new account support, trackable delivery and billing services. Consumers typically submit their check order to their financial institution, which then forwards the order to us. However, consumers may also submit their check orders over the phone or internet. We process the order and ship it directly to the consumer. We also continue to leverage our Deluxe Business Advantage program, which is designed to maximize financial institution business check programs. It offers many of the products and services of our Small Business Services segment to the small business customers of financial institutions through a number of service level options. The revenue from the products and services sold through this program is reflected in our Small Business Services segment.

In our ongoing efforts to expand our client relationships with relevant growth services, we offer several solutions designed to help financial institutions operate more effectively and better address the needs of their customers throughout the customer life cycle. All of these offerings build on our reputation as a longstanding and trusted partner of financial institutions, especially when it comes to outsourced solutions and securely managing sensitive customer data. Our service offerings include the following:plan to:

Deluxe Marketing Solutions – a varietyleverage our existing core competencies and assets, including our broad customer base, our highly respected and trusted brand, our efficient cost structure and our extensive catalog of direct marketing solutions that help financial institutions acquire new customers, deepen existing customer relationshipsproducts and retain customers. These offerings leverage data and analyticsservices, 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.accelerate organic revenue growth;


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.
Deluxe Rewards – a loyalty and rewards platform that offers multiple touch points that enable our clients to have ongoing engagement with their customers.
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.
Banker's Dashboardfundamentally change how we go to market and operate® – online financial management tools that provide financial institutions with comprehensive daily insights into their financial picture., selling all of our products and services to any customer and unifying our existing brands;

Proventcompete in 4 primary areas®: Payments, Cloud Solutions, Promotional Solutions and Checks; and

continue our commitment to the responsible management of shareholder assets, delivering ongoing efficiency savings and organic revenue growth while continuing to pay a comprehensive suite of identity protection services largely complementary to our check offerings.dividend.

In support of our strategy, we are investing significant resources to build out our technology platforms, including sales technology that enables a single view of our customers, thereby providing for deeper cross-sell opportunities. We implemented a human capital management system in January 2020, and we are also investing in our financial tools, including an enterprise resource planning system and a financial planning and analysis system. Strategically, we believe these enhancements will allow


us to better assess and manage our business at the total company level and will make it easier for us to quickly integrate any future acquisitions.

Initially, our focus will be to accelerate revenue growth organically, which we then plan to supplement with selective, strategic acquisitions and partnerships. While we will continue to advancesell to enterprise, small business, financial services and individual customers, our MOSbusiness is no longer organized by customer type. Instead, effective January 1, 2020, we began managing the company based on our product and service offerings, both via acquisitionsfocusing on the 4 primary areas mentioned earlier: Payments, Cloud Solutions, Promotional Solutions and internal development. In recent years,Checks. We expect to reinvest free cash flow into the 2 areas we have acquired a number of businesses that have expandedview as our MOS offerings, including dataprimary platforms for growth: Payments and analytics-driven marketing solutions and treasury management solutions. Sales of these higher growth services are expected to represent an increasing portion of our revenue. Additional information concerning our acquisitions appears under the caption “Note 5: Acquisitions”Cloud Solutions. We appointed general managers for each of the Notes4 new focus areas and we continue to Consolidated Financial Statements appearing in Item 8 ofrefine our new organization. Realignments such as this report. We expect that providing a growing selection of productstake time, considerable senior management effort, material "buy-in" from employees and services will offset the impacts of the decline in check usage and the continued pricing pressure we are experiencing in our check programs. As such, we focus on accelerating the pace at which we introduce new products and services, utilizing client feedback and market research to identify client needs and gaps. We have also invested in extending the Deluxe brand to increase brand awareness and loyaltysignificant investment. Beginning in the first quarter of 2020, the 4 focus areas become our reportable business segments, and we will begin reporting financial services market beyond check-related solutions.results under this new segment structure.

Financial Services continuesWe are also continuing our efforts to simplify processes, eliminate complexityduplicative processes and lower costs. As part of our cost reduction initiatives, we expect to continue enhancing our strategic supplier sourcing arrangements and assessing our real estate footprint. During 2017,2019, we closed administrative9 facilities, located in Omaha, Nebraska and Lincoln, Nebraska. During 2016, we closed a warehouse located in Nashville, Tennessee and during 2015, we closed a call center located in Plymouth, Michigan, as well as a warehouse located in Livonia, Michigan. Theintegrating these operations of these facilities were integrated into existing Financial Services operations.locations.

Direct Checks
OUR CUSTOMERS

Direct Checks is the nation's leading direct-to-consumer check supplier, selling under various brand names, including Checks Unlimited®, Designer Checks®, Checks.com®, Check Gallery®, The Styles Check Company®,Traditionally, our customers have consisted of small businesses, financial institutions and Artistic Checks®, among others.

We use a variety of direct marketing techniques to acquire new customers, including newspaper inserts, in-package advertising, statement stuffers and co-op advertising. We also use search engine marketing and search engine optimization strategies to direct traffic to our websites, which include: checksunlimited.com, designerchecks.com, checks.com, 4checks.com, checkgallery.com, styleschecks.com, and artisticchecks.com, among others.

Direct Checks competes primarily on price and design. We believe that pricing in the direct-to-consumer channel is generally lower than retail prices charged to consumers in the financial institution channel. We compete on design by seeking to offer the most attractive selection of images with high consumer appeal, many of which are licensed from well-known artists and organizations.

Our Direct Checks strategies are as follows:

Maximize the lifetime value of customers by selling new features, accessories and products;
Continue to optimize our cost and expense structure; and
Optimize cash flow.

We marketconsumers. While we do sell our products and services through targeted advertising, focusing onto other business enterprises, the internet channel. We continue to explore avenues to expand sales to existing customers through sales of accessories and other check-related products and services. One such example is the check protection service we offer in partnership with EZShield, Inc., which provides reimbursement to consumers for losses resulting from forged signatures or endorsements and altered checks. As in our other two business segments, Direct Checks continues to simplify processes, eliminate complexity and lower costs. We continue to identify additional opportunities to lower our cost and expense structure in all functional areas, particularly in the areas of marketing and fulfillment.3 primary customer groups are discussed here.


MANUFACTURING AND FULFILLMENT/SUSTAINABLE PRACTICES

We continue to focus on improving the customer experience by providing excellent service and quality, reducing costs and increasing productivity. We accomplish this by embedding lean operating principles in all processes, while emphasizing a culture of continuous improvement. Under this approach, employees work together to produce products, rather than working on


individual tasks in a linear fashion. Because employees assume more ownership of the end product, we experience improved quality and productivity, as well as lower costs.

We continue to sponsor “sustainability” initiatives that encompass environmentally-friendly practices. We have aligned with suppliers that promote sustainable business practices and we seek opportunities to eliminate wasted material, reduce cycle times and use more environmentally-friendly materials. More than 90% of our check and form paper is purchased from Forest Stewardship Council certified supplier mills and we use environmentally-friendly janitorial supplies. Our sustainability initiatives have also benefited our results of operations over the past several years as we focus on reducing our consumption of water, electricity and natural gas, and improving our transportation efficiency. We continue efforts to reduce solid waste sent to landfills, and we have been a member of the Environmental Protection Agency's Green Power Leadership Club since 2010. The renewable energy that we purchased during 2017 amounted to approximately 82% of our annual United States electricity needs.

Our expertise in logistics, productivity and inventory management has allowed us to reduce the number of production facilities we operate, while still meeting customer requirements. During 2017, we closed our Westlake Village, California fulfillment operation, during 2016, we moved production out of our Lancaster, California manufacturing facility, and during 2015, we closed our Plymouth, Michigan and Burnsville, Minnesota fulfillment operations. These operations were moved to other existing locations.

We have a shared services approach, which allows our 3 business segments to leverage shared manufacturing facilities to optimize capacity utilization, enhance operational excellence and foster a culture of continuous improvement. We continue to reduce costs by utilizing our assets and printing technologies more efficiently and by enabling employees to better leverage their capabilities and talents.


INDUSTRY OVERVIEW

ChecksSmall Businesses

According to the Federal Reserve study released in December 2016, debit card, credit card and ACH payments all exceeded the number of checks written in 2015. Approximately 19.4 billion checks were written in 2015, accounting for approximately 13% of all non-cash payment transactions. This is a reduction from the Federal Reserve Study released in December 2013 when checks written accounted for approximately 17% of all non-cash payment transactions. Checks written includes check payments and checks converted to ACH payments, which uses the check as a source document to initiate the ACH payment. The Federal Reserve estimates that checks written declined at an annual rate of approximately 4.8% between 2012 and 2015, a slower decline than the 8.8% annual decline documented between 2009 and 2012. In December 2017, the Federal Reserve released a supplement to its 2016 study. This supplement did not update the data regarding checks written; however, it did indicate that the annual decline in check payments was 3.1% between 2012 and 2015, lower than the December 2016 estimate of 4.4%. In 2018, we anticipate check orders to decline approximately 7%, slightly higher than our 2017 decline rate. We expect that the number of checks written will continue to decline due to the increasing use of alternative payment methods, including credit cards, debit cards, direct deposit, wire and ACH transfers, and internet-based bill paying services, as well as automated teller machines.

In addition, steps have been taken in the development of a real-time payments system in the United States. The Federal Reserve established the Faster Payments Task Force with the objective of identifying and evaluating approaches for implementing a faster payments system. In late 2017, The Clearing House Payments Company, LLC (TCH) implemented a clearing and settlement system allowing consumers and businesses to send and receive payments in real-time directly from their accounts at financial institutions. The National Automated Clearing House Association (NACHA) adopted Same-Day ACH rules to speed up the processing of ACH payments and systems such as Zelle®, Venmo®, Apple Pay® and various other mobile applications allow individuals to transfer funds to other users. In addition, cryptocurrencies have been gaining acceptance in the marketplace. We cannot predict the rate and the extent to which alternative payment methods will achieve acceptance and replace checks, whether as a result of legislative developments, changing payment systems, personal preferences or otherwise.

In addition to the shift to electronic payment methods, consumer spending, employment levels, and housing stock and starts also impact the number of checks consumers use. We estimate that the 2017 growth rates for consumer spending and private sector employment most likely had a neutral impact on our personal check businesses. An increase in housing stock and starts has a positive impact on the number of checks purchased, as new households typically are in need of new checks. According to statistics released by the United States Census Bureau in January 2018, housing units completed during 2017 increased almost 9% as compared to 2016. We cannot predict whether these economic trends will improve, stay the same or worsen in the near future.

Small Business Customers

According tolatest data published by the United StatesU.S. Census Bureau, there were approximately 31more than 33 million small businesses in the United StatesU.S. in 2015,2017, defined as independent businesses having fewer than 500 employees. According to the latest data published


by Statistics Canada, there were approximately 44.0 million small businesses in Canada in 2016,as of December 2019, defined as employer businesses with fewer than 100 employees.

In recent years, weEconomic conditions have a significant impact on our small business customers. We believe the economy negatively impacted our operating results and/or our growth opportunities in our Small Business Services segment. We believethat small businesses are more likely to be significantly affected by economic conditions than larger, more established companies. During a sluggish economy, it may be more difficult for small businesses to obtain credit and small businessesthey may choose to spend their limited funds on items other than our products and services. In addition,As such, the December 2017 repeal of net neutrality rules could negatively affect our small business customers. If small businesses are forced to pay higher fees to maintain adequate speeds for their websites, it could reduce their spending on our products and services. The National Federation of Independent Business (NFIB) publishes the results of quarterly surveys which provide an indicationlevel of small business owners' viewconfidence and the rate of economic conditions.small business formations and closures impact our business. The index of small business optimism published by the NFIBNational Federation of Independent Business (NFIB) was 102.7 in December 2017 was 104.9, down slightly from 105.8 in December 2016. For 2017,2019, consistent with the average index was 104.8, up significantlyfor 2019 of 103.0, but down from the 96.3 average index of 106.7 reported in 2016.2018. At the same time, the net percent of small business owners expecting general businesseconomic conditions to be better in 6 months, declined to 37%as published by the NFIB, held steady at 16% in December 2017,2019, the same as compared to 50% in December 2016. Although there continues2018. Additionally, consumer spending and employment levels remained strong throughout 2019. Overall, the small business economy appeared to be some optimism from small business owners, including some belief that they will benefit from federal tax reform under the Tax Cuts and Jobs Act of 2017,healthy in 2019. However, we cannot predict whether sustainable positiveeconomic trends will translate into economic growth. We also cannot predict whether economic trendsaffecting small businesses will improve, stay the same or worsen in the near future.
Financial Institutions

SalesA significant portion of our business checks and forms have been declining, and we expect this trend to continue. In addition torelies upon the decrease in the use of checks due to the availability of alternative payment methods, continual technological improvements have provided small business customers with alternative means to execute and record business transactions. For example, becausehealth of the lower price and higher performance capabilities of personal computers, printers and mobile devices, small businesses now have alternate means to print many business forms. Additionally, electronic transaction systems, off-the-shelf business software applications, web-based solutions and mobile applications have been designed to replace pre-printed business forms. Greater acceptance of electronic signatures also contributes to the overall decline in printed products. It is difficult to predict the pace at which these alternative products and services will achieve widespread acceptance and replace standardized business forms.
Financial Institution Clients

Checks are most commonly ordered through financial institutions, including banks, credit unions and other financial services companies. As such, several developments related to financial institutions have affected the check printing portion of the payments industry.

Financial institutions seek to maintain the profits they have historically generated from their check programs, despite the decline in check usage. This continues to put significant pricing pressure on check printers. In addition, the number of potential financial institution clients in the United States is declining. According to statistics currently available online from the Federal Deposit Insurance Corporation and the National Credit Union National Association,Administration, the number of financial institutions has been declining for many years. When financial institutions consolidate through mergers and acquisitions, often the newly combined entity seeks to reduce costs by leveraging economies of scale in purchasing, including its check supplyand service provider contracts. This results in check providerssuppliers competing intensely on price in order to retain not only their previous business with one of the financial institutions, but also to gain the business of the other financial institution in the merger/acquisition.combined entity. Financial institution mergers and acquisitions can also impact the duration of our contracts. Normally, the length of our check supply contracts with financial institutions ranges from 3 to 6 years. However, contracts may be renegotiated or bought out mid-term duemid-term. In addition, despite the secular decline in check usage, financial institutions may seek to a consolidation of financial institutions. Banks, especially larger ones, may request prepaid product discounts inmaintain the form of cash incentives payable at the beginning of a contract. These contract acquisition payments negatively impactprofits they have historically generated from their check producers' cash flows at the beginning of these contracts. To the extentprograms. This also puts significant pricing pressure on check suppliers. Nonetheless, we continue to work with our large financial institution failuresclients to renew our check supply agreements for the long term.

Consumers

Over the past 2 years, we have provided check-related products and consolidations impact large portionsservices to over 4.0 million consumers directly, and to millions more through our financial institution clients. In addition to the prevalence of our customer base, this could havealternative payment methods, personal check orders are also affected by consumer confidence, unemployment levels, consumer spending and housing stock and starts. Consumer spending and employment levels remained strong throughout 2019. According to statistics released by the U.S. Census Bureau in January 2020, housing units completed in 2019 through November increased approximately 5.6% as


compared to 2018. While it is likely that these economic trends had a significantslightly positive impact on our financial institutionpersonal check programs.volumes during 2019, we cannot predict whether economic trends will improve, stay the same or worsen in the near future.

Direct Mail Response Rates
COMPETITION

Direct Checks and portionsforms

Check printing continues to be a significant portion of Small Business Services have, at times, experienced declines in response rates related to direct mail promotional materials.our business. While we believe that media response rates have declined across a wide varietythere will continue to be demand for personal and business checks for the foreseeable future, the total number of products and services, we believechecks written in the U.S. has been in decline since the mid-1990s. We expect that the declines we have experienced arenumber of checks written will continue to decline due to the digitization of payments, including debit cards, credit cards, direct deposit, wire transfers and other payment solutions, such as PayPal®, Apple Pay®, Square®, Zelle® andVenmo® . The use of business forms has also attributablebeen declining due to continued competition from new technologies. Further information regarding the decline in check and forms usage the gradual obsolescence of standardized forms and the increasingcan be found in Item 1A, "Strategic Risks – The use of e-commerce by both consumerschecks and small businesses. We continually evaluateforms is declining and redirect our marketing techniques in orderwe may be unable to utilizeoffset the most effective and affordable advertising media.


Competition

Suppliersdecline with other sources of small business services and supplies are highly fragmented and geographically dispersed, with many small local suppliers, large national retailers and internet-based providers. In these markets, the competitive factors influencing a customer's purchase decision are breadth and quality of product and service offerings, ease of use of web and other services, price, speed of delivery, convenience, the responsiveness and quality of customer support, and past experience with the supplier. Our primary competitors include traditional storefront printing companies; office superstores; companies offering website design and hosting and domain name registration; wholesale printers; online printing companies; email and social media marketing services companies; small business products and services resellers; media directory providers; and online and off-line suppliers of custom apparel, promotional products and customized gifts. Additionally, the competitive landscape for online small business suppliers continues to be challenging as new internet businesses are introduced and traditional businesses establish an online presence. We believe we are well-positioned in this competitive landscape through our broad customer base, including limited international expansion in web services, the breadth of our small business product and service offerings, multiple distribution channels, established relationships with our financial institution and telecommunications clients and other partners, competitive pricing tiers, ease of use of our web and other services, high quality and dependable service.revenue."

In addition to competition from the check printing portiondigitization of the payments, industry, we also face considerableintense competition from another large check printer in our traditional financial institution sales channel, from direct mail and internet-based sellers of personal and business checks, from check printing software vendors and from somecertain significant retailers. We expect competitionPricing continues to remain intensebe competitive in our financial institution sales channel, as financial institutions seek to maintain their previous levels of profitability, even as check usage continues to decline. Moreover, the check product must compete with alternative payment methods, including credit cards, debit cards, direct deposit, wire transfers, internet-based bill paying servicesdeclines. The market for business forms is also intensely competitive and digital wallet applications, as well as automated teller machines. The principal factors on which we compete are producthighly fragmented. Current and service breadth, price, qualitypotential competitors include traditional storefront printing companies, office superstores, wholesale printers and check merchandising program management. online printing companies.

We believe thethat we offer several key items whichthat differentiate us from our competitioncompetition. These include our new, environmentally responsible Smart Check by Deluxe® configuration design, our fully automated flat check delivery package, our online performance dashboard and portal analytics tools for financial institution branches, our personalized customer call center experience and the breadth of our service offerings, all of which are designed to help financial institutions operate more effectively and better address the needs of their customers throughout the customer life cycle. In addition, our Deluxe Business Advantage program, whichProgramSM provides a fast and simple way for financial institutions to offer expanded personalized service to small businesses. In addition, tobusinesses, and our ePayments offerings provide our small business customers with an alternative online payment solution, our Small Business Services segment offers eChecks.and deposit solution.

At times, check suppliers have reduced the prices of theirOther products during the supplier selection process in an attempt to gain greater volume. The corresponding pricing pressure has negatively impacted our profit margins. Pricing pressure will continue to impact our results of operations through lower pricing levels or client losses. Additionally, product discounts in the form of cash incentives payable to financial institutions upon contract execution are a common practice within the industry. Both the number of financial institutions requesting these payments and the size of the payments has fluctuated in recent years. These up-front payments negatively impact check printers' cash flows at the beginning of the contracts, so we attempt to minimize them by structuring new contracts with alternative incentives throughout the duration of the contract.services

The various markets for our service offerings are intensely competitive. Our Financial Services MOScompetitors range from large and established companies to emerging start-ups. These service offerings are also face intense competition, including competition fromrapidly evolving, creating opportunities for new competitors to enter the market. Current and potential competitors include, among others, financial institution core banking software providers, numerous financial technology service providers, advertising agencies, providers of data and analytics marketing solutions, companies offering website design and numeroushosting and domain name registration, email and social media marketing services companies, payroll service providers and ePayments service providers. In addition, many of our potential financial technology servicesinstitution clients have historically developed their key applications in-house and thus, we must also compete with their in-house capabilities.

The market for promotional products is also intensely competitive and highly fragmented. Current and potential competitors include traditional storefront printing companies, office superstores, wholesale printers, online printing companies and small business product resellers, as well as providers offering services such as customerof custom apparel and account acquisition, fraud and security risk management, receivables management and treasury support services, and rewards and loyalty solutions. We expect the intensity of competition to increase from established and emerging financial technology companies.gifts. The competitive factors affecting Financial Services MOSlandscape for online suppliers continues to be challenging as new internet businesses are introduced.

We believe we are well-positioned in this competitive landscape through our broad customer base, the breadth of our product and service offerings, include breadthmultiple distribution channels, established relationships with our financial institution and quality of services,enterprise clients and other partners, competitive pricing tiers, the ease of use price, solution completeness, responsivenessof our web and other services, our high quality and our dependable service.


MANUFACTURING AND DISTRIBUTION/SUSTAINABLE PRACTICES

We continue to focus on improving the customer experience by providing excellent service and quality, while increasing our productivity and reducing our costs. We accomplish this by embedding lean operating principles in our manufacturing processes, while emphasizing a culture of customer support,continuous improvement. We have a shared services approach, which allows our businesses to leverage shared manufacturing facilities to optimize capacity utilization and enhance operational excellence. We continue to reduce costs by utilizing our assets and printing technologies more efficiently and by enabling employees to better leverage their capabilities and talents.



We continue to sponsor sustainability initiatives that encompass environmentally-friendly practices. We have aligned with suppliers that promote sustainable business practices and we seek opportunities to eliminate wasted material, reduce cycle times, use more environmentally-friendly materials and reduce solid waste sent to landfills. More than 90% of our check and forms paper is purchased from Forest Stewardship Council certified supplier mills, certain of our check designs are made from recycled paper and we use environmentally-friendly janitorial supplies at the majority of our locations. We recently announced our new, environmentally responsible Smart Check by Deluxe® check configuration, which utilizes eco-friendly materials and plant-based ink. In addition, our sustainability initiatives have benefited our results of operations over the past several years as we have focused on reducing our consumption of water, electricity and natural gas, and improving our transportation efficiency.

CYBERSECURITY

The secure and uninterrupted operation of our networks and systems, as well as the abilityprocessing, maintenance and confidentiality of the sensitive information that resides on our systems, is critical to manage end-to-end financial institution processes.

Seasonalityour business operations and strategy. Each year, we process hundreds of millions of records containing data related to individuals and businesses. Technology-based organizations such as ours are vulnerable to targeted attacks aimed at exploiting network and system applications or weaknesses. A successful cyber attack could result in the disclosure or misuse of sensitive business and personal information and data, cause interruptions in our operations, damage our reputation and deter clients and consumers from ordering our products and services. It could also result in litigation, the termination of client contracts, government inquiries and/or enforcement actions.

We experience seasonal trends in saleshave a risk-based cybersecurity program dedicated to protecting our data and solutions. We employ a defensive in-depth strategy, utilizing the concept of somesecurity layers and the CIA (confidential, integrity and availability) triad model. Organizationally, we have an Enterprise Risk Management Steering Committee led by our Assurance and Risk Advisory Services group, our Chief Financial Officer and our Chief Administrative Officer, with participation from our Chief Information Officer, our Chief Strategy Officer, our Chief Compliance Officer and our Chief Information Security Officer. This committee assesses and monitors our top enterprise risks, including cybersecurity, and provides quarterly updates to our board of directors. Our Chief Information Security Officer also provides periodic updates to our products. For example, holiday cardboard of directors. In addition, we have an Enterprise Information Risk Management program and retail packaging salesCyber Incident Response teams designed to ensure compliance with our security policies and revenuesprotocols. These teams are composed of personnel from rewards and loyalty solutions,across the company, as well as searchoutside experts in some cases, who are tasked with ensuring that we are monitoring the effectiveness of our cybersecurity management programs.

In the event a cybersecurity incident is identified, we have established an Incident and email marketing,Crisis Response Program to ensure communication to our executive leadership team and to coordinate the response to any incident. Our Chief Executive Officer, Chief Financial Officer, General Counsel, Chief Information Security Officer and Chief Compliance Officer are typically stronger inresponsible for assessing such incidents for materiality, ensuring that any required notification or communication occurs and determining whether any prohibition on the fourth quartertrading of the year dueour common stock by insiders should be imposed prior to the holiday season. Salesdisclosure of tax forms are stronger in the first and fourth quarters of the year, and check sales for our Direct Checks segment have historically been stronger in the first quarter of the year. In addition, we may experience some fluctuations in revenue driven by our customers' marketing campaign cycles.information about a material cybersecurity event.

Materials, SuppliesFor more information on risks related to data security, see Item 1A, "Operational Risks – Security breaches, computer malware or other cyber attacks involving the confidential information of our customers, employees or business partners could substantially damage our reputation, subject us to litigation and Service Providersenforcement actions, and substantially harm our business and results of operations."

MATERIALS, SUPPLIES AND SERVICE PROVIDERS

The principal materials used in producing our main products are paper, plastics, ink, cartonscorrugated packaging and printing plate material, which we purchase from various sources. We also purchase stock business forms and promotional apparel produced by third parties. We believe that we will be able to obtain an adequate supply of materials from current or alternative suppliers.

We have entered into agreements with third-party providers for delivery services and information technology services, including telecommunications, and network server and transaction processing services. We also rely upon third parties to provide a portion of the data used to maintain our proprietary and non-proprietary databases, including credit and non-credit data from the national credit bureaus and other data brokers. We believe we would be able to obtain an alternative source of supply if one or more of our service providers failed to perform.

SEASONALITY

We experience seasonal trends in sales of some of our products and services. For example, holiday card and retail packaging sales and revenues from rewards and loyalty solutions and search and email marketing are typically stronger in the fourth quarter of the year due to the holiday season. Sales of tax forms are stronger in the first and fourth quarters of the year,


and direct-to-consumer check sales have historically been stronger in the first quarter of the year. In addition, we may experience some fluctuations in revenue driven by our customers' marketing campaign cycles.

Governmental Regulation
GOVERNMENT REGULATION

We are subject to numerous international, federal, state and local laws and regulations that affect our business activities in several areas, including, but not limited to, labor, advertising, taxation, data privacy and security, digital content, consumer reports, consumer protection, online payment services, real estate, e-commerce, intellectual property, health care, environmental matters, and workplace health and safety. The cost of complying with these laws and regulations is significant and regulators may adopt new laws or regulations at any time. We believe that our business is operated in substantial compliance with all applicable laws and regulations. FurtherFor further information, regarding the impact of specific laws and regulations can be found insee Item 1A, of this report. At this time,"Legal and Compliance Risks – Governmental regulation is continuously evolving and could limit or harm our business." On January 1, 2020, the California Consumer Privacy Act (CCPA) became effective. Among other requirements, businesses subject to the CCPA are required to proactively explain privacy notices to consumers when personal information is collected and it provides California residents the right to demand that company-held personal data be shared with them or deleted. While several other states and the federal government are currently considering similar legislation, we are not aware of any additional changes in laws or regulations that will have a significant impact on our business during 2018, with the exception of the Tax Cuts and Jobs Act that was enacted in December 2017 (the 2017 Act). We expect that our annual effective income tax rate for 2018 will be approximately 25% and we expect that our total tax payments in 2018 will be approximately $25.0 million less than in 2017, driven primarily by the 2017 Act.2020.

Intellectual Property
INTELLECTUAL PROPERTY

We rely on a combination of trademark and copyright laws, trade secret and patent protection and confidentiality and license agreements to protect our trademarks, software and other intellectual property. These protective measures afford only limited protection. Despite our efforts to protect our intellectual property, third parties may infringe or misappropriate our intellectual property or otherwise independently develop substantially equivalent products or services that do not infringe on our intellectual property rights, either of which may adversely impact our results of operations. In addition, we may be the target of aggressive and opportunistic enforcement of patents by third parties, including non-practicing entities.


EMPLOYEES

As of December 31, 2017,2019, we employed 5,1195,584 employees in the United States, 657U.S., 653 employees in Canada and 110115 employees in Australia and Europe. None of our employees are represented by labor unions, and we consider our employee relations to be good.


AVAILABILITY OF COMMISSION FILINGS
AVAILABLE INFORMATION

We make available through our investor relations website, Deluxe.com/www.deluxe.com/investor, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports filed or furnished pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after these items are electronically filed with or furnished to the SEC. These reports can also be accessed via the SEC website, sec.gov, or via the SEC's Public Reference Room located at 100 F Street N.E., Washington, D.C. 20549. Information concerning the operation of the SEC's Public Reference Room can be obtained by calling 1-800-SEC-0330.sec.gov.

A printed copy of this report may be obtained without charge by calling 651-787-1068, by sending a written request to the attention of Investor Relations, Deluxe Corporation, P.O. Box 64235, St. Paul, Minnesota 55164-0235, or by sending an email request to investorrelations@deluxe.com.

Further information about Deluxe Corporation is also available at Deluxe.com,www.deluxe.com, facebook.com/deluxecorp and twitter.com/deluxecorp.


CODE OF ETHICS AND CORPORATE GOVERNANCE GUIDELINES

We have adopted a Code of Business Ethics that applies to all of our employees and our board of directors. The Code of Business Ethics is available on our investor relations website, Deluxe.com/www.deluxe.com/investor, and also can be obtained free of charge upon written request to the attention of Investor Relations, Deluxe Corporation, P.O. Box 64235, St. Paul, Minnesota 55164-0235. Any changes or waivers of the Code of Business Ethics will be disclosed on our website. In addition, our Corporate Governance Guidelines and the charters of the Audit, Compensation, Corporate Governance and Finance Committees of our board of directors are available on our website or upon written request.




EXECUTIVE OFFICERS OF THE REGISTRANT
INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Our executive officers are elected by the board of directors each year. The following summarizes our executive officers and their positions.
NameAgePresent PositionExecutive Officer SinceAgePresent PositionExecutive Officer Since
Lee Schram56Chief Executive Officer2006
Barry McCarthy56President and Chief Executive Officer2018
Keith Bush49Senior Vice President, Chief Financial Officer2017
Garry Capers, Jr.43Senior Vice President, General Manager, Cloud Solutions2019
Jeffrey Cotter52Senior Vice President, Chief Administrative Officer and General Counsel2018
Jane Elliott53Senior Vice President, Chief Human Resources Officer2019
Tracey Engelhardt55Senior Vice President, General Manager, Checks2012
Pete Godich53Senior Vice President, Fulfillment200855Senior Vice President, Chief of Operations2008
Julie Loosbrock58Senior Vice President, Human Resources2008
Malcolm McRoberts53Senior Vice President, Small Business Services2008
John Filby55Senior Vice President, Financial Services2012
Tracey Engelhardt53Senior Vice President, Direct-to-Consumer2012
Michael Mathews45Senior Vice President, Chief Information Officer201347Senior Vice President, Chief Information Officer2013
Amanda Brinkman38Vice President, Chief Brand and Communications Officer2014
Keith Bush47Senior Vice President, Chief Financial Officer2017
Amanda Parrilli41Senior Vice President, New Business Development and Strategy2019
Michael Reed48Senior Vice President, General Manager, Payments2019
Thomas Riccio46Senior Vice President, General Manager, Promotional Solutions2019
Christopher Thomas51Senior Vice President, Chief Revenue Officer2019

Lee SchramBarry McCarthy has servedjoined us in November 2018 as President and Chief Executive Officer sinceOfficer. Prior to joining us, Mr. McCarthy served in May 2006.various senior executive positions, most recently, from November 2014 to November 2018, as Executive Vice President and Head of Network and Security Solutions, a publicly traded segment of First Data Corporation, a financial services company.

Pete GodichKeith Bushjoined us in March 2017 as Senior Vice President, Chief Financial Officer. Prior to joining us, Mr. Bush was self-employed as a consultant from July 2016 to March 2017. From June 2009 through July 2016, Mr. Bush served as Senior Vice President, Finance for American Airlines.

Garry Capers, Jr. joined us in September 2019 as Senior Vice President, General Manager, Cloud Solutions. Prior to joining us, Mr. Capers was employed by Automatic Data Processing, Inc., a provider of human resources management software and services, from January 2017 to September 2019, most recently as Senior Vice President, General Manager, National Account Services Comprehensive Outsourcing Services and Operations. Prior to this, Mr. Capers held several positions at Equifax Inc., a global data, analytics and technology company, including General Manager, NACS Marketing Services from January 2014 to January 2017.

Jeffrey Cotter was named Chief Administrative Officer in January 2019. Mr. Cotter joined us in June 2018 as Senior Vice President, General Counsel. Prior to joining us, Mr. Cotter served as Senior Vice President and General Counsel for Tennant Company, a provider of cleaning products and solutions, from September 2017 to June 2018. From June 2008 to April 2017, Mr. Cotter served as Vice President, General Counsel for G&K Services, Inc., a provider of branded uniform and facility services programs.

Jane Elliott joined us in April 2019 as Senior Vice President, Chief Human Resources Officer. Prior to joining us, Ms. Elliott was employed by Global Payments Inc., a financial technology services provider, where she served as Executive Vice President and Chief Administrative Officer from January 2016 to March 2018 and Executive Vice President and Chief of Staff from November 2013 to January 2016.

Tracey Engelhardt was named Senior Vice President, FulfillmentGeneral Manager, Checks in October 2019. From March 2011.2017 to October 2019, Ms. Engelhardt served as Senior Vice President, Direct-to-Consumer, and from July 2012 to March 2017, she served as Vice President, Direct-to-Consumer.

Julie Loosbrock was named Senior Vice President, Human Resources in September 2008.

Malcolm McRobertsPete Godich was named Senior Vice President, Small Business ServicesChief of Operations in February 2011.

John Filby was namedOctober 2019. From January 2019 to October 2019, Mr. Godich served as Senior Vice President, Financial Services, in April 2012.

Tracey Engelhardt was namedand from March 2011 to January 2019, he served as Senior Vice President, Direct-to-Consumer in March 2017. From July 2012 to March 2017, Ms. Engelhardt served as Vice-President, Direct-to-Consumer.Fulfillment.

Michael Mathews was named Senior Vice President, Chief Information Officer in March 2017. Mr. Mathews joined us in May 2013 as Vice President, Chief Information Officer.



Amanda Parrilli was named Senior Vice President, New Business Development and Strategy in October 2019. Ms. Parrilli joined us in February 2019 as Vice President, Strategy. Prior to joining us, Ms. Parrilli held several positions at The Home Depot, Inc. from July 2014 to February 2019, including Senior Director, Services Lead Generation; Director, Home Decorators Strategy; and Director, Strategic Business Development.

Michael Reed joined us in November 2019 as Senior Vice President, General Manager, Payments. Prior to joining us, Mr. MathewsReed served as Managing Director, Global Payments and Product for Barclays Bank Plc in London from September 2018 to November 2019. From January 2015 to August 2018, Mr. Reed served as Managing Director at BofA Merrill Lynch Merchant Services (Europe) Limited, the European subsidiary of Banc of America Merchant Services, LLC.

Thomas Riccio joined us in September 2019 as Senior Vice President, StrategyGeneral Manager, Promotional Solutions. Prior to joining us, Mr. Riccio was employed by Office Depot, Inc., a provider of business services and Enterprise Programs for UnitedHealth Groupsupplies, serving as Senior Vice President, Business Solutions Division from July 20092017 to May 2013. UnitedHealth Group is a publicly traded diversified healthJuly 2019 and well-being company that provides health care coverageas Vice President, Sales and benefits services and information and technology-enabled health services.Strategic Initiatives, Business Solutions Division from December 2013 to July 2017.

Amanda BrinkmanChristopher Thomas joined us in January 2014 as Vice President, Chief Brand and Communications Officer. Prior to joining us, Ms. Brinkman was self-employed, operating her own brand agency from January 2013 to December 2013.

Keith Bush joined us in March 2017July 2019 as Senior Vice President, Chief FinancialRevenue Officer. Prior to joining us, Mr. Bush was self-employed as a consultant to the airline industry from July 2016 to March 2017. From June 2009 through July 2016, Mr. BushThomas served as Senior Vice President, FinanceSolutioning and Commercial Functions for American Airlines.DXC Technology Company, an information technology solutions provider, from April 2017 to July 2019. From September 2014 to April 2017, Mr. Thomas served as Senior Vice President, Solutioning and Sales Support for HP Inc., a global technology company.


Item 1A. Risk Factors.
ITEM 1A. RISK FACTORS

Our business, prospects,businesses routinely encounter and address risks, many of which could cause our future results of operations, financial condition and cash flows couldto be adversely affected by various risks and uncertainties.materially different than we currently anticipate. These risks include, but are not limited to, the principal factors listed below and the other matters set forth in this Annual Report on Form 10-K. We have disclosed all currently known material risks. We are also subject to general risks and uncertainties that affect many other companies, including overall economic, industry and market conditions. Additional risks not presently known to us, or that we currently believe are immaterial, may also adversely affect us. You should carefully consider all of these risks and uncertainties before investing in our common stock or other securities.stock.

STRATEGIC RISKS

Our recently announced strategic plan to implement a new go-to-market strategy and more integrated operations, transforming us into a Trusted Business TechnologyTM company, is dependent upon our ability to successfully implement our strategic and tactical initiatives. If we are unsuccessful in implementing these initiatives in a timely manner, our financial results could be adversely affected.

The following important factors could causestrategic plan we announced during the second quarter of 2019 contemplates that our actualstrategic and tactical initiatives will result in, among other things, sustained organic revenue growth and strong segment adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) margins. We plan to achieve these results through a variety of initiatives, including greater integration of operations and technology platforms, a more streamlined sales process, more targeted cross-selling to differ materially fromour existing customer base, growing that customer base and reducing our cost structure. In support of these initiatives, we anticipate that we will expend significant resources on infrastructure investments to scale the statements we make from time to time regarding our expected future results, including, but not limited to, forecasts regarding revenue, earnings per share, cash provided by operating activities and expected cost savings. Any forecast reflects various assumptions that are subject to significant uncertainties and, as a matter of course, may prove to be incorrect. Further, the achievement of any forecast depends on numerous factors that are beyond our control. Consequently, we caution investors that forward-looking statements are predictions based on our current expectations about future events and are not guarantees of future performance. The variation of actual results or events from such statements may be material and adverse. You are cautioned not to base your entire analysis of our business and prospects upon isolated statements,to advance our ability to accelerate revenue growth, including investments in enterprise resource planning, customer relationship management and are encouraged to use the entire mix of historical and forward-looking information made available by us, and other information affecting us and our products and services, including the following factors.

human resources technology.


We may not be successful at implementing our growth strategies.

We continue to execute strategies intended to drive sustained revenue and earnings growth with a focus on increasing marketing solutions and other services revenue, particularly treasury management, data-driven marketing solutions and web services. We believe these revenue streams represent our most significant growth opportunity. We have invested andOur strategic plan to continue investing in several key enablers to achieve our strategies, including strengthening our portfolio of products and services, particularly technology-based solutions; investing in acquisitions; attracting and retaining customers; scaling our service offerings; enhancing brand awareness and positioning; growing our major accounts and dealer networks; and improving the customer experience. Our business strategies could fall short of our expectations for many reasons, including, among others:

our failure to generate profitable revenue growth;
our failure to acquire new customers, retain our current customers and sell more products and services to current and new customers;
our failure to implement sales technology that enables a single view of our customers;
our inability to identify suitable acquisition candidates orimplement improvements to complete acquisitions on acceptable terms;our technology infrastructure, our digital services offerings and other key assets to increase efficiency, enhance our competitive advantage and scale our operations;
our failure to effectively manage the growth, expanding complexity and pace of change of our business and operations;
our inability to effectively operate, integrate or leverage the businesses we acquire;
the failure of our digital services and products to achieve widespread customer acceptance;
our inability to promote, strengthen and protect our brand;
our inability to implement improvements to our technology and other key assets to increase efficiency, enhance our competitive advantage and scale our operations;
our failure to effectively manage the growth, expanding complexityattract and pace of change ofretain skilled talent to execute our strategy and sustain our growth;
unanticipated changes in our business, and operations;markets, industry or the competitive landscape; and
general economic conditions.

In addition, we are focused on targeting our financial technology ("FinTech") solutions to larger financial institutions. These FinTech offerings include data-driven marketing solutions, including outsourced marketing campaign targeting and execution; treasury management solutions; and digital engagement solutions, including loyalty and rewards programs. If we are able to increase sales of these services to larger financial institutions, we may experience fluctuations in revenue driven by our clients' marketing campaign cycles. This may adversely affect our ability to accurately predict the timing of revenues and to meet short-term expectations of operating results. The resulting customer concentration could also increase our sensitivity to any material, adverse developments affecting our significant customers, and our top customers’ purchasing power could, in some cases, give them the ability to make greater demands with regard to pricing and contractual terms in general.

We can provide no assurance that our growth strategiesstrategic and tactical initiatives will be successful, either in the short-termshort term or in the long-term,long term, that they will generate a positive return on our investment or that they will not materially reduce our operatingEBITDA margins. Additionally, iftechnology system implementations entail a significant degree of inherent risk, including disruptions that may impact our strategies areoperations. Any of these circumstance could adversely affect our business, financial condition and results of operations. If our strategic plan is not successful, or if there is market perception that our strategies arestrategic plan is not successful, our reputation and brand may be damaged and our stock price may decline.

Effective January 1, 2020, we realigned our existing businesses into four reportable segments: Payments, Cloud Solutions, Promotional Solutions and Checks. If this realignment is not successful, our results of operations could be adversely affected.

As we previously announced, we believe that we can achieve greater operational synergies, increase organic revenue growth and reduce overall costs by realigning our existing operations and managing the company based on our product and service offerings. Effective January 1, 2020, we began managing the company to focus on 4 primary focus areas: Payments, Cloud Solutions, Promotional Solutions and Checks. We appointed general managers for each of the 4 new focus areas and we continue to refine our new organization. Realignments such as this take time, considerable senior management effort, material "buy-in" from employees and significant investment. Additionally, our success is dependent on our ability to establish one culture around an enterprise model focused on the customer, as well as our ability to engage our employees and to inspire them to be open to change and to innovate. Transformations of this magnitude may temporarily reduce productivity. Further, we cannot guarantee that our transformation will be successful or result in the anticipated benefits, which would adversely affect our results of operations.

If we are unable to attract and retain customers in a cost-effective manner or effectively develop and operate a multichannel customer experience, our business and results of operations would be adversely affected.

Our success depends on our ability to attract new and returning customers in a cost-effective manner. We use a variety of methods to promote our products and services, including a direct mail advertising,sales force, partner referrals, email marketing, purchased search results from online search engines, direct mail advertising, broadcast media, advertising banners, social media and other online links. The profitabilityCertain of our Direct Checks segment depends in large part on our ability to secure adequate advertising media placements at acceptable rates. We can provide no assurance regarding the future cost, effectiveness and/these methods may become less effective or availability of suitable advertising media. Additionally,more expensive. For example, our Direct Checks segment and portions of our Small Business Services segment have, at times, experienced declines in response rates related tofor direct mail promotional materials. While we believe that media response ratesadvertising have declined across a wide variety of productsbeen decreasing for some time, internet search engines could modify their algorithms or increase prices for purchased search results or certain partner referrals could decline. We continually evaluate and services, we believe that the declines we have experienced are also attributable to the decline in check usage, the gradual obsolescence of standardized forms products and the increasing use of e-commerce by both consumers and small businesses. In an attempt to offset these impacts, we continually modify our marketing and sales efforts and continue to shift a greater portionachieve the most effective mix of our advertising investment to the internet.promotional methods. Competitive pressure may inhibit our ability to reflect increased costs in the prices of our products and services and/or new marketing strategies may not be successful. We can provide no assurance that we will be ableEither of these occurrences would have an adverse impact on our ability to offset a decline in response rates, even with additional marketingcompete and sales efforts.

In addition to print and email advertising, many customers come to our websites through internet search engines. If the search engines on which we rely modify their algorithms or terminate their relationship with us, fewer customers may be directed to our websites. As we analyze our overall advertising strategy, we may be forced to resort to more costly resources to replace lost internet traffic, which would adversely affect our results of operations.operations would be adversely affected. In addition, our check supply contracts generally run for a period of 3 to 6 years. At the costend of purchased search engine listings will likely increase as demand for them continuesthe contract term, customers have the ability to grow, and further cost increases could negatively affect our profitability.renegotiate their contracts with us or to consider changing suppliers. Failure to achieve favorable contract renewals and/or to obtain new check supply customers would result in decreased revenue.

WeAdditionally, we believe we must maintain a relevant, multichannel experience for ourin order to attract and retain customers. Customers expect to be ablehave the ability to order products and services from us however they please,choose their method of ordering, whether that is via the mail, land-linecomputer, phone computer, tablet or


mobile phone. In particular, smart phones and tablet computing devices are increasingly being used as the primary means for accessing the internet and conducting e-commerce. Designing and purchasing custom products on mobile devices is more difficult than doing so with a traditional computer due to limited screen sizes, bandwidth and other variables. Beyond these difficulties, the development of mobile-oriented user interfaces and other technologies is complex and expensive. We are also dependent on the functionality of our systems with web browsers, mobile devices and operating systems that are controlled by third parties. These parties frequently introduce new devices, and from time to time they may introduce new operating systems or modify existing ones. Network carriers may also impact the ability to access specified content on mobile devices, and with the repeal of net neutrality rules in December 2017, network carriers could, at their discretion, negatively impact the speeds of our websites. In this situation, it may be necessary to pay additional fees for higher internet speeds, which could negatively affect our profitability.

device. Although we are constantly making investments to update our technology, we cannot predict the success of these investments. Multichannel marketing is rapidly evolving and we must keep pace with the changing expectations of our customers and new developments by our competitors. If we are unable to implement improvements to our customer-facing technology in a timely manner, or if our customer-facing technology does not function as designed, we could find it increasingly difficult to attract new and repeatreturning visitors, to our websites and convert these visitors to customers, which would result in decreased revenue.

The check printing and related products portion of the payments industry is mature, and check usage is declining.

Check printing continues to be a significant portion of our business. Revenue generated by the sale of checks was 43% of our consolidated revenue in 2017. We sell checks for personal and small business use and believe that there will continue to be a substantial demand for these checks for the foreseeable future, although the total number of checks written in the United States has been in decline since the mid-1990's. According to the most recent Federal Reserve study released in December 2016, the total number of checks written declined 4.8% each year between 2012 and 2015. We believe that the number of checks written will continue to decline due to the increasing use of alternative payment methods, including credit cards, debit cards, direct deposit, wire and ACH transfers, and internet-based bill paying services, as well as automated teller machines.

In addition, steps have been taken in the development of a real-time payments system in the United States. The Federal Reserve established the Faster Payments Task Force with the objective of identifying and evaluating approaches for implementing a faster payments system. In late 2017, The Clearing House Payments Company, LLC (TCH) implemented a clearing and settlement system allowing consumers and businesses to send and receive payments in real-time directly from their accounts at financial institutions. The National Automated Clearing House Association (NACHA) adopted Same-Day ACH rules to speed up the processing of ACH payments and systems such as Zelle®, Venmo®, Apple Pay® and various other mobile applications allow individuals to transfer funds to other users. In addition, cryptocurrencies have been gaining acceptance in the marketplace.

The rate and the extent to which alternative payment methods will achieve acceptance and replace checks, whether as a result of legislative developments, changing payment systems, personal preference or otherwise, cannot be predicted with certainty. A surge in the popularity of any of these alternative payment methods, or our inability to successfully offset the decline in check usage with other sources of revenue, would have an adverse effect on our business and results of operations.

Small Business Services' standardized business forms and related products face technological obsolescence and changing customer preferences.

Revenue generated by the sale of business forms was 11% of our consolidated revenue in 2017. Continual technological improvements have provided small business customers with alternative means to execute and record business transactions. For example, because of the lower price and higher performance capabilities of personal computers, printers and mobile devices, small businesses now have alternate means to print many business forms. Additionally, electronic transaction systems, off-the-shelf business software applications, web-based solutions and mobile applications have been designed to replace pre-printed business forms. Greater acceptance of electronic signatures also contributes to the overall decline in printed products. It is difficult to predict the pace at which these alternative products and services will achieve widespread acceptance and replace standardized business forms. If small business preferences change rapidly and we are unable to develop new products and services with comparable operating margins, our results of operations would be adversely affected.

We face intense competition in all areas of ourfrom other business enterprises, and we expect that competition will continue to increase.

The markets for our various service offerings are intensely competitive. Our competitors range from large and established companies to emerging start-ups. These service offerings are also rapidly evolving, creating opportunities for new competitors to enter the market. Current and potential competitors include, among others, financial institution core banking software providers, numerous financial technology service providers, advertising agencies, providers of data and analytics marketing solutions, companies offering website design and hosting and domain name registration, email and social media marketing services companies, payroll service providers and ePayments service providers. In addition, many of our potential financial institution clients have historically developed their key applications in-house and thus, we must also compete with their in-house capabilities.

The market for promotional products and business forms is also intensely competitive and highly fragmented. Current and potential competitors include traditional storefront printing companies, office superstores, wholesale printers, online printing companies and small business product resellers, as well as providers of custom apparel and gifts. The competitive landscape for online suppliers continues to be challenging as new internet businesses are introduced.

Although we are one of thea leading check printersprinter in the United States,U.S., we face considerable competition.competition in the check printing portion of the payments industry. In addition to competition from alternative payment methods,the digitization of payments, we also face intense competition from another large check printer in our traditional financial institution sales channel, from direct mail and internet-based sellers of personal and


business checks, from check printing software vendors and from somecertain significant retailers. In addition, the suppliers of small business and financial services products and services are intensely competitive, highly fragmented and geographically dispersed. Current and potential competitors for our Small Business Services segment include traditional storefront printing companies; office superstores; companies offering website design and hosting and domain name registration; wholesale printers; online printing companies; email and social media marketing services companies; small business products and services resellers; media directory providers; and offline and online suppliers of custom apparel, promotional products and customized gifts. Additionally, the


competitive landscape for online small business suppliers continues to be challenging as new internet businesses are introduced and traditional businesses establish an online presence. Current and potential competitors for Financial Services service offerings include financial institution core banking software providers, advertising agencies, providers of data and analytics marketing solutions, and numerous FinTech service providers offering services such as customer and account acquisition, fraud and security risk management, receivables management and treasury support services, and rewards and loyalty solutions. In addition, many of our potential financial institution clients have historically developed their key applications in-house and thus, we must compete with their in-house capacities. For financial institutions, switching from one vendor to another can be a significant undertaking, with some potential clients perceiving disadvantages such as loss of accustomed functionality, conversion costs and business disruption. Through our ongoing efforts to expand well beyond our legacy check-related products, we strive to overcome this resistance to changing vendors. We offer several solutions designed to help financial institutions operate more effectively and better address the needs of their customers throughout the customer life cycle, building on our reputation as a longstanding and trusted partner of financial institutions. However, our clients may continue to be reluctant to change suppliers and they may be hesitant to rely on outsourced solutions.

We can provide no assurance that we will be able to compete effectively against current and future competitors. In recent years, our revenue has benefited from price increases in all 3 of our business segments. Pricing is becoming more competitive for product and service providers, as the internet allows customers to easily compare prices. Pricing also continues to be competitive in our financial institution sales channel, as financial institutions seek to maintain their previous levels of profitability, even as check usage declines. Although we continue to work with our large financial institution clients to renew check supply contracts for the long term, the pricing levels included in any contract renewal could be lower than our current pricing levels.

We can provide no assurance that we will be able to increase pricescompete effectively against current and future competitors. Our competitors may develop better products or technologies and may be able to adapt more quickly to new or emerging technologies and changes in the future while remaining competitive.customer requirements. Continued competition could result in price reductions, reduced profit margins and/or loss of customers, and an increase in up-front cash payments to financial institutions upon contract execution or renewal, all of which would have an adverse effect on our results of operations and cash flows.

Security breaches, computer malware or other cyber attacks involving the confidential information of our customers, employees or business partners could substantially harm our reputation and business.

Information security risks have increased in recent years, in part because of the proliferation of new technologies and increased use of the internet, as well as the increased sophistication and activities of hackers, terrorists and activists, some of which may be linked to hostile nation-state actors. We use internet-based channels that collect customers’ account and credit card information, as well as other sensitive information, including proprietary business information and personally identifiable information of our customers, employees, contractors, suppliers and business partners. We process hundreds of millions of records containing data related to individuals and small businesses. The secure and uninterrupted operation of our networks and systems, and of the processing and maintenance of this information, is critical to our business operations and strategy. We rely on various security procedures and systems to ensure the secure storage and transmission of information, including encryption and authentication technology licensed from third parties. Computer networks and the internet are, by nature, vulnerable to unauthorized access. An accidental or willful security breach could result in unauthorized access and/or use of customer information, including consumers' personally identifiable information. Our security measures could be breached by third-party action, computer viruses, accidents, employee or contractor error, or malfeasance by rogue employees.

Because techniques used to obtain unauthorized access, disable or degrade service, or sabotage computer systems change frequently, may be difficult to detect immediately, and generally are not recognized until they are launched against a target, we may be unable to implement adequate preventive measures. Unauthorized parties may also attempt to gain access to our systems or facilities through various means, including hacking into our systems or facilities, fraud, trickery or other means of deceiving employees and contractors. We have experienced distributed denial of service attacks by hackers aimed at disrupting internet traffic and/or attempting to place illegal or abusive content on our or our customers’ websites. Additionally, our customers and employees have been and will continue to be targeted by parties using fraudulent "phishing" emails to misappropriate personal information or to introduce viruses or other malware through "trojan horse" programs to our users' computers. To-date, these various threats have not materially impacted our business or financial results. However, we can provide no assurance of a similar result in the future.

Although we invest in a system of information security and controls, a party that is able to circumvent our security measures could misappropriate our or our customers' personal and proprietary information, cause interruption in our operations, damage our computers or those of our users, or otherwise damage our reputation, all of which could deter clients and consumers from ordering our products and services, and result in the termination of client contracts. Additionally, it is possible that there could be vulnerabilities that could impact large segments of mobile, computer or server architecture. Any of these events would adversely affect our business and financial results. In addition, if we were to experience an information security breach, we may be required to expend significant amounts to remedy, protect against, or mitigate the effect of the breach, and we may not be able to remedy the situation in a timely manner, or at all. We could also be exposed to time-consuming and expensive litigation, government inquiries and/or enforcement actions. If we are unsuccessful in defending a lawsuit regarding information security breaches, we may be forced to pay damages, penalties and fines, any of which would have an adverse effect on our financial results.

In addition, there are federal, state and international laws requiring companies to notify individuals of information security breaches involving their personal data, the cost of which could negatively affect our financial results. These mandatory disclosures regarding an information security breach often lead to widespread negative publicity. If we were required to make


such a disclosure, it may cause our clients and customers to lose confidence in the effectiveness of our information security measures. Likewise, general publicity regarding information security breaches at other companies could lead to the perception among the general public that e-commerce is not secure. This could decrease traffic to our websites, negatively affect our financial results and limit future business opportunities.

Interruptions to our website operations or information technology systems, or failure to maintain our information technology platform, could damage our reputation and harm our business.

The satisfactory performance, reliability and availability of our information technology systems is critical to our reputation and our ability to attract and retain customers. We could experience temporary interruptions in our websites, transaction processing systems, network infrastructure, service technologies, printing production facilities or customer service operations for a variety of reasons, including, among others: human error, software errors, security breaches, power loss, telecommunications failures, equipment failures, vandalism, fire, flood, extreme weather, terrorism, and other events beyond our control. Furthermore, as we focus resources on our growth strategies, we have reduced our investment in the development of our legacy systems that support our checks and forms businesses, with a focus on sustaining and maintaining such systems. These legacy systems operate with minimal or no vendor support, contain hardware and software that we are not able to update and are difficult to maintain, yet any interruption caused by a failure or breach of these systems could create disruption in the core businesses that generate a declining portion of our revenue. In addition, our technology, infrastructure and processes may contain undetected errors or design faults that may cause our websites or operating systems to fail. Over the past two years, we shifted a substantial portion of our applications to a private cloud-based environment. While we maintain redundant systems and backup databases and applications software to ensure continuous access to cloud services, it is possible that access to our software capabilities could be interrupted and our disaster recovery planning may not account for all eventualities. The failure of our systems could interfere with the delivery of products and services to our customers, impede our customers' ability to do business and result in the loss or corruption of critical data. In addition to the potential loss of customers, we may be required to incur additional development costs and divert technical and other resources, and we may be the subject of negative publicity and/or liability claims, all of which would adversely affect our reputation and operating results.

In addition, our continued development and implementation of new generation software solutions and information technology infrastructure may take longer than originally expected and require the acquisition of additional personnel and other resources, which may adversely affect our business, results of operations and financial condition. Any inability to deploy new generation information technology throughout our organization would result in our operating multiple platforms, which would increase costs.

We face uncertainty regarding the success and integration of recent and future acquisitions, which could have an adverse impact on our operating results.

We have acquired over 25 companies incompleted several acquisitions during the lastpast 3 years, the details of which appear under the caption “Note 5:6: Acquisitions” of the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. We have invested inThese acquisitions that offer marketing solutions and other services and that extend theextended our range of products and services, we offer to financial institutions and small businesses, including treasury management and data-driven marketing solutions.solutions and web services. In addition, over the past several years, we have purchased the operations of manyseveral small business distributors with the intention of growing revenue in our majorenterprise accounts and dealer channels. The integration of any acquisition involves numerous risks, including, among others:

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;
failure to realize expected synergies and savings or to achieve projected profitability levels on a sustained basis;
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;
unanticipated integration costs;
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;
decisions by our customers or the customers of the acquired business to temporarily or permanently seek alternate suppliers;
difficulty in assimilating the acquired business into our corporate culture;
failure to address legacy distributor account protection rights;increased compliance and other complexity;
unidentified issues not discovered during our due diligence process, including product or service quality issues, intellectual property issues and tax or legal contingencies;
failure to address legacy distributor account protection rights; and
loss of key employees.

One or more of these factors could impact our ability to successfully operate, integrate or leverage an acquisition and could negatively affect our results of operations.

We expecthave indicated that we plan to continue to invest in acquisitions.supplement organic revenue growth with strategically targeted acquisitions over time. The time and expense associated with finding suitable businesses, technologies or services to acquire can be disruptive to our ongoing business and may divert management’s attention. We


cannot predict whether suitable acquisition candidates can be identified or acquired on acceptable terms or whether any acquired products, technologies or businesses will contribute to our revenue or earnings to any material extent. We may need to seek financing for larger acquisitions, which would increase our debt obligations and may not be available on terms that are favorable to us. Additionally, significant acquisitions typicallymay result in additional contingent liabilities, and/or additional amortization expense and/or future non-cash asset impairment charges related to acquired intangible assets and goodwill, and thus, could adversely affect our business, results of operations and financial condition.

The use of checks and forms is declining and we may be unable to offset the decline with other sources of revenue.

Checks continue to be a significant portion of our business, accounting for 39.0% of our consolidated revenue in 2019. We sell checks for personal and business use and believe that there will continue to be demand for personal and business checks for the foreseeable future, although the total number of checks written in the U.S. has been in decline since the mid-1990s. According to the most recent Federal Reserve study released in December 2019, the total number of checks written declined an average of 7.5% each year between 2015 and 2018, compared to an average decline of 3.4% each year between 2012 and 2015. We expect that the number of checks written will continue to decline due to the digitization of payments, including debit cards, credit cards, direct deposit, wire transfers, and other payment solutions, such as PayPal®, Apple Pay®, Square®, Zelle® andVenmo®. In addition, the RTP® system run by The Clearing House Payments Company, LLC is a real-time payments system that currently reaches over 50% of U.S. bank accounts. In August 2019, the U.S. Federal Reserve announced that it plans to develop its own real-time payments system, with an expected launch in 2023 or 2024.

The rate and the extent to which digital payments will replace checks, whether as a result of legislative developments, changing payment systems, personal preference or otherwise, cannot be predicted with certainty. Increased use of alternative


payment methods, or our inability to successfully offset the secular decline in check usage with other sources of revenue, would have an adverse effect on our business and results of operations.

The use of business forms has also been declining. Continual technological improvements, including the lower price and higher performance capabilities of personal computers, printers and mobile devices, have provided small business customers with alternative means to execute and record business transactions. Additionally, electronic transaction systems, off-the-shelf business software applications, web-based solutions and mobile applications have been designed to replace pre-printed business forms. Greater acceptance of electronic signatures also has contributed to the overall secular decline in printed products. It is difficult to predict the pace at which these alternative products and services will replace standardized business forms. If small business preferences change rapidly and we are unable to develop new products and services with comparable operating margins, our results of operations would be adversely affected.

We may not succeed in promoting and strengthening our brand, which could prevent us from acquiring customers and increasing revenue.

The success of our businesses depends in part, on our ability to attract new and repeatreturning customers. For this reason, a component of our business strategy is the promotion and strengthening of the Deluxe brand. We believe that the importance of brand recognition is particularly essential for the success of our service offerings because of the level of competition for these services. Customer awareness of our brand, as well as the perceived value of our brand, will dependdepends largely on the success of our marketing efforts and our ability to provide a consistent, high qualityhigh-quality customer experience. Today, we have many brands associated with our products and services as a result of previous acquisitions. Unifying our brands to operate as one Deluxe is an essential part of our One Deluxe strategy. In February 2020, we unveiled our new Deluxe brand. Transitioning to one brand takes time and investment, and if the transition is not managed effectively, we could lose customers. We can also provide no assurance that our new branding strategy will be successful or will result in a positive return on our investment.

To promote our brand, we have incurred, and will continue to incur, expense related to advertising and other marketing efforts. We can provide no assurance that these efforts will be successful or that our revenue will increase at a level commensurate with our marketing expenditures. There is also the risk that negative information about Deluxe, even if based on rumoradverse publicity, whether or misunderstanding,not justified, could adversely affect our business. In early 2018, we entered into a partnershipWe currently have an agreement with television personality Ty Pennington, who will appearappears in our online series, Small Business Revolution – Main Street. Previously, we had a partnership with Robert Herjavec of the television show Shark Tank, and his episodes of the Small Business Revolution series remain available online.If ourMr. Pennington, other business partners or key employees are the subject of adverse news reports or negative publicity, such events could reduce the effectiveness of our partnerships, which in turn, could adversely affectreputation may be tarnished and our business and results of operations.operations could be adversely affected.

A component of our brand promotion strategy is establishing abuilding on our relationship of trust with our customers, which we believe can be achieved by providing a high-quality customer experience. We have invested, and will continue to invest, resources in website development, design and technology, and customer service and production operations. Our ability to provide a high-quality customer experience is also dependent on external factors, including the reliability and performance of our suppliers, telecommunications providers and third-party carriers. If we are unableOur brand value also depends on our ability to provideprotect and use our customers' data in a high-quality customer experience for any reason,manner that meets expectations. A security incident that results in unauthorized disclosure of our reputation may be harmed andcustomers' sensitive data could materially harm our efforts to develop brand loyalty could be adversely impacted.reputation. The failure of our brand promotion activities to meet our expectations or our failure to provide a high-quality customer experience for any reason could adversely affect our ability to attract new customers and maintain customer relationships, which would adversely harmingharm our business and results of operations.

If we do not adapt to changes in technology in a timely and cost-effective manner, our ability to sustain and grow our business could be adversely affected.

Changes in the nature of technology solutions used by small businesses and their customers may occur rapidly. In addition, theThe markets for many of the products and services provided by our Financial Services segmentwe provide are characterized by constant technological changes.change and innovation. The introduction of competing products and services using new technologies, the evolution of industry standards or the introduction of more attractive products or services, including the digitization of payments, could make some or all of our products and services less desirable, or even obsolete. These potential changes are magnified by the intense competition we face. To be successful, our technology-based products and services must keep pace with technological developments and evolving industry standards, address the ever-changing and increasingly sophisticated needs of our customers, and achieve market acceptance. Additionally, we must differentiate our service offerings from those of our competitors and from the in-house capabilities of our customers. We could lose current and potential customers if we are unable to develop products and services that meet these changing demands in a timely manner. Additionally, we must continue to develop our skills, tools and capabilities to capitalize on existing and emerging technologies, and this requires us to incur substantial costs. Any of the foregoing risks could result in harm to our business and results of operations.

Our cost reduction initiatives may not be successful.

Intense competition, secular declines in the use of checks and business forms and the commoditization of web services compel us to continually improve our operating efficiency in order to maintain or improve profitability. Additionally, we intend to utilize structural cost savings to fund a large portion of the investments required to implement our One Deluxe strategy. Cost reduction initiatives have required, and will continue to require, up-front expenditures related to items such as redesigning and streamlining processes, consolidating information technology platforms, standardizing technology applications, further enhancing


our strategic supplier sourcing arrangements, improving real estate utilization and funding employee severance benefits. We can provide no assurance that we will achieve future cost reductions or that we will do so without incurring unexpected or greater than anticipated expenditures. Moreover, we may find that we are unable to achieve business simplification and/or cost reduction goals without disrupting our business, negatively impacting efforts to grow our business or reducing the effectiveness of our sustainability practices. As a result, we may choose to delay or forgo certain cost reductions as business conditions require. Failure to continue to improve our operating efficiency and to generate adequate savings to partially fund necessary investments, could adversely affect our business if we are unable to remain competitive.

OPERATIONAL RISKS

Security breaches, computer malware or other cyber attacks involving the confidential information of our customers, employees or business partners could substantially damage our reputation, subject us to litigation and enforcement actions, and substantially harm our business and results of operations.

Information security risks have increased in recent years, in part because of the proliferation of new technologies and increased use of the internet and cloud-based activities, as well as the increased sophistication and activities of hackers, terrorists and activists. We use internet-based channels that collect customers’ financial account and payment information, as well as other sensitive information, including proprietary business information and personally identifiable information of our customers, employees, contractors, suppliers and business partners. Each year, we process hundreds of millions of records containing data related to individuals and businesses. Cybersecurity is one of the top risks identified by our Enterprise Risk Management Steering Committee, as technology-based organizations such as ours are vulnerable to targeted attacks aimed at exploiting network and system application weaknesses.

The secure and uninterrupted operation of our networks and systems, as well as the processing, maintenance and confidentiality of the sensitive information that resides on our systems, is critical to our business operations and strategy. We have a risk-based cybersecurity program dedicated to protecting our data and solutions. We employ a defensive in-depth strategy, utilizing the concept of security layers and the CIA (confidential, integrity and availability) triad model. Computer networks and the internet are, by nature, vulnerable to unauthorized access. An accidental or willful security breach could result in unauthorized access and/or use of customer information, including consumers' personally identifiable information. Our security measures could be breached by third-party action, computer viruses, accidents, employee or contractor error, or malfeasance by rogue employees. In addition, we depend on a number of third parties, including vendors, developers and partners, that are critical to our business and to which we may grant access to our customer or employee data. While we conduct due diligence on these third parties with respect to their security and business controls, we rely on them to effectively monitor and oversee these control measures. Individuals or third parties may be able to circumvent these controls and/or exploit vulnerabilities that may exist, resulting in the disclosure or misuse of sensitive business and personal customer or employee information and data.

Because techniques used to obtain unauthorized access, disable or degrade service, or sabotage computer systems change frequently, may be difficult to detect immediately, and generally are not recognized until they are launched against a target, we may be unable to implement adequate preventive measures. Unauthorized parties may also attempt to gain access to our systems or facilities through various means, including hacking into our systems or facilities, fraud, trickery or other means of deceiving employees and contractors. We have experienced external internet-based attacks by threat actors aimed at disrupting internet traffic and/or attempting to place illegal or abusive content on our or our customers’ websites. Additionally, our customers and employees have been and will continue to be targeted by threat actors using social engineering techniques to obtain confidential information or using fraudulent "phishing" emails to introduce malware into the environment. To-date, these various threats have not materially impacted our customers, our business or our financial results. However, our technologies, systems and networks are likely to be the target of future attacks due to the increasing threat landscape for all technology businesses, and we can provide no assurance that future incidents will not be material.

Despite our significant cybersecurity efforts, a party that is able to circumvent our security measures could misappropriate our or our customers' personal and proprietary information, cause interruption in our operations, damage our computers or those of our users, or otherwise damage our reputation, all of which could deter clients and consumers from ordering our products and services and result in the termination of client contracts. Additionally, it is possible that there could be vulnerabilities that could impact large segments of mobile, computer or server architecture. Any of these events would adversely affect our business, financial condition and results of operations.

In addition, if we were to experience a material information security breach, we may be required to expend significant amounts of management time and financial resources to remedy, protect against or mitigate the effect of the breach, and we may not be able to remedy the situation in a timely manner, or at all. Furthermore, under payment card association rules and our contracts with debit and credit card processors, if there is a breach of payment card information that we store or that is stored by third parties with which we do business, we could be liable to the payment card issuing banks for their cost of issuing new cards and other related expenses. We could also lose our ability to accept credit and debit card payments from our customers, which would likely result in the loss of customers and the inability to attract new customers. We could also be exposed to time-consuming and expensive litigation, government inquiries and/or enforcement actions. If we are unsuccessful in defending a claim regarding information security breaches, we may be forced to pay damages, penalties and fines, and our insurance


coverage may not be adequate to compensate us fully for any losses that may occur. Contractual provisions with third parties, including cloud service providers, may limit our ability to recover losses resulting from the security breach of a business partner.

There are international, federal and state laws and regulations requiring companies to notify individuals of information security breaches involving their personal data, the cost of which would negatively affect our financial results. These mandatory disclosures regarding an information security breach often lead to widespread negative publicity. If we were required to make such a disclosure, it may cause our clients and customers to lose confidence in the effectiveness of our information security measures. Likewise, general publicity regarding information security breaches at other companies could lead to the perception among the general public that e-commerce is not secure. This could decrease traffic to our websites, negatively affect our financial results and limit future business opportunities.

Interruptions to our website operations or information technology systems, or failure to maintain our information technology platforms, could damage our reputation and harm our business.

The satisfactory performance, reliability and availability of our information technology systems is critical to our reputation and our ability to attract and retain customers. We could experience temporary interruptions in our websites, transaction processing systems, network infrastructure, service technologies, printing production facilities or customer service operations for a variety of reasons, including, among others, human error, software errors or design faults, security breaches, power loss, telecommunications failures, equipment failures, electrical disruptions, labor issues, vandalism, fire, flood, extreme weather, terrorism and other events beyond our control.

One of the cornerstones of our growth strategy is investment in our information technology infrastructure. We are investing significant resources to build out our technology platforms, including sales technology that enables a single view of our customers, thereby providing for deeper cross-sell opportunities. We implemented a human capital management system in January 2020, and we are also investing in our financial tools, including an enterprise resource planning system and a financial planning and analysis system. System implementations are complex. Any disruptions, delays or deficiencies in the design, implementation or operation of these systems, particularly any disruptions, delays or deficiencies that impact our operations, could adversely affect our ability to effectively run and manage our business. In addition, our continued development and implementation of new generation software solutions and information technology infrastructure may take longer than originally expected and may require the acquisition of additional personnel and other resources, which may adversely affect our business, results of operations and financial condition. Any inability to deploy new generation information technology throughout our organization would result in operating multiple platforms, which would increase costs.

Furthermore, as we focus resources on our growth strategy, we have reduced our investment in the development of the systems that support our check and forms businesses, with a focus on sustaining and maintaining such systems. These systems operate with minimal or no vendor support, contain hardware and software that we are not able to update and are difficult to maintain, yet any interruption caused by a failure or breach of these systems could create disruption in these businesses.

In recent years, we shifted a substantial portion of our applications to a cloud-based environment. While we maintain redundant systems and backup databases and applications software to ensure continuous access to cloud services, it is possible that access to our software capabilities could be interrupted and our disaster recovery planning may not account for all eventualities. The failure of our systems could interfere with the delivery of products and services to our customers, impede our customers' ability to do business and result in the loss or corruption of critical data. In addition to the potential loss of customers, we may be required to incur additional development costs and divert technical and other resources, and we may be the subject of negative publicity and/or liability claims.

If any of our significant information technology systems suffer severe damage, disruption or shutdown, and our disaster recovery and business continuity plans do not effectively resolve the issues in a timely manner, our results of operations would be adversely affected, if we are requiredand our business interruption insurance coverage may not be adequate to incur substantial costs to keep pace with technological advances.compensate us fully for any losses that may occur.

If third-party providers of certain significant information technology needs are unable to provide services, our business could be disrupted and the cost of such services could increase.

We have entered into agreements with third-party providers for information technology services, including telecommunications, network server, cloud computing and transaction processing services. In addition, we have agreements with companies to provide services such as online payment solutions. A service provider's ability to provide services could be disrupted for a variety of reasons, including, unauthorized access, computer viruses, accidentalamong others, human error, software errors or intentional actions,design faults, security breaches, power loss, telecommunications failures, equipment failures, electrical disruptions, orlabor issues, vandalism, fire, flood, extreme weather, terrorism and other conditions.events beyond their control. In the event that one or more of our service providers is unable to provide adequate or timely information technology services, our ability to deliver products and services to our customers could be adversely affected. Although we believe we have taken reasonable steps to protect our business through contractual arrangements with our service providers, we cannot completely eliminate the risk of disruption in service. Any significant disruption could harm our business, including damage to our brand and loss of customers. Additionally, although we believe that information technology services are available from numerous sources, a failure to perform by one or more of our service


providers could cause a material disruption in our business while we obtain an alternative source of supply.service provider. The use of substitute third-party providers could also result in increased expense.



Asset impairment charges would have a negative impact onIf we are unable to attract and retain key personnel and other qualified employees, our consolidated results of operations.

Goodwillbusiness could suffer and an indefinite-lived trade name represented 52% of our total assets as of December 31, 2017. On at least an annual basis, we assess whether the carrying value of these assets is impaired. This analysis considers factors including, but not limited to, economic, market and industry conditions. Circumstances that could indicate a decline in the fair value of one or more of our reporting units include, but are not limited to, the following:

a decline in our stock price for a sustained period;could decline.
a downturn
For us to successfully grow and compete, we must recruit, retain and develop the key personnel necessary to execute our growth strategy. This is of particular importance as we realign our existing operations in economic conditions that negatively affectssupport of our actualgrowth strategy. The success of this realignment and forecasted operating results;
a material accelerationour business depends on the contributions and abilities of order volume declines for our Direct Checks segment;
the failure of recent acquisitions to achieve expected operating results; or
changeskey employees, especially in our business strategies.

Such situations may require usdigital services businesses and specifically in sales, marketing, product management and development, data analytics and information technology. If we are unable to record an impairment charge for a portion of goodwillretain our existing employees and/or attract qualified personnel, we may not be able to grow and manage our indefinite-lived trade name. For example, during 2017, we recorded a goodwill impairment charge of $28.4 million related to our Small Business Services Safeguard reporting unit. The impairment analysis of this reporting unit, which incorporated the results of the annual strategic planning process, indicated lowered projected long-term revenue growth and profitability levels resulting from changes in market trends and the mix of products and services sold, including the continuing decline in checks and forms. We are also required to assess the carrying value of other long-lived assets, including amortizable intangibles and assets held for sale. If we were required to record additional asset impairment charges for any reason, our consolidated results of operations would be adversely affected.

Our variable-rate indebtedness exposes us to interest rate risk and our credit facility matures in February 2019.

Borrowings under our credit facility are subject to variable rates of interest and expose us to interest rate risk. If interest rates were to increase, our interest expense would increase, negatively affecting earnings and reducing cash flows available for working capital, capital expenditures and acquisitions.

Our credit facility matures in February 2019. As such, we will need to repay, refinance, replace or otherwise extend the maturity of our credit facility. Our ability to do so will be dependent on, among other things, business conditions, our financial performance and the general condition of the financial markets. If a financial disruption were to occur at the time that we are required to repay, refinance or replace indebtedness outstanding under our credit facility, we could be forced to undertake alternate financings under current market terms, negotiate for an extension of the maturity of the credit facility or sell assets and delay capital expenditures in order to generate proceeds that could be used to repay our indebtedness.effectively. We can provide no assurance that the terms of any new debt agreementswe will be successful in attracting and retaining such personnel.

The cost and availability of materials, delivery and other third-party services could adversely affect our operating results.

We are subject to risks associated with the cost and availability of paper, plastics, ink, retail packaging supplies, promotional materials and other raw materials. Paper costs represent a significant portion of our materials expense. Paper is a commodity and its price has been subject to volatility due to supply and demand in the marketplace, as favorablewell as thosevolatility in the raw material and other costs incurred by our paper suppliers. There are also relatively few paper suppliers and these suppliers are under financial pressure as paper use declines. As such, when our currentsuppliers increase paper prices, we may not be able to obtain better pricing from alternative suppliers. Historically, we have not been negatively impacted by paper shortages because of our relationships with paper suppliers. However, we can provide no assurance that we will be able to purchase sufficient quantities of paper if such a shortage were to occur.

We depend upon third-party providers for delivery services and for other outsourced products and services. Events resulting in the inability of these service providers to perform their obligations, such as work slowdowns or extended labor strikes, could adversely impact our results of operations by requiring us to secure alternate providers at higher costs. Postal rates are dependent on the operating efficiency of the U.S. Postal Service (USPS) and on legislative mandates imposed upon the USPS. Postal rates have increased in recent years and the USPS has incurred significant financial losses. This may result in continued changes to the breadth and/or frequency of USPS mail delivery services. In addition, fuel costs have fluctuated over the past several years. Increased fuel costs can increase the costs we incur to deliver products to our customers, as well as the price we pay for outsourced products. We also rely on third-party providers for certain technology, processing and support functions. If we are unable to renew our existing contracts with our most significant providers, we may be forced to obtain alternative suppliers at higher costs. Competitive pressures and/or contractual arrangements may inhibit our ability to reflect increased costs in the price of our products and services. Any of the foregoing risks could result in harm to our business and results of operations.

We are subject to customer payment-related risks, which could adversely affect our business and financial results.

We may be liable for fraudulent transactions conducted on our websites, such as the use of stolen credit facility, which wouldcard numbers. While we do have safeguards in place, we cannot prevent all fraudulent transactions. To date, we have not incurred significant losses from payment-related fraud. However, such transactions negatively affectimpact our results of operations and cash flow.could subject us to penalties from payment card associations for inadequate fraud protection.

LEGAL AND COMPLIANCE RISKS

Third-party claims could result in costly and distracting litigation and, in the event of an unfavorable outcome, could have an adverse effect on our business, financial condition and results of operations.

From time to time, we are involved in claims, litigation and other proceedings relating to the conduct of our business, including purported class action litigation. Such legal proceedings may include claims related to our employment practices; claims alleging breach of contractual obligations; claims asserting deceptive, unfair or illegal business practices; claims alleging violations of consumer protection-oriented laws; claims related to legacy distributor account protection rights; or claims related to environmental matters. In addition, third parties may assert patent and other intellectual property infringement claims against us and/or our clients, which could include aggressive and opportunistic enforcement of patents by non-practicing entities. Any such claims could result in litigation against us and could also result in proceedings being brought against us by various federal and state agencies that regulate our businesses. The number and significance of these claims and proceedings has increased as our businesses have evolved and expanded in scope. These claims, whether successful or not, could divert management's attention, result in costly and time-consuming litigation, or both. Accruals for identified claims or lawsuits are established based on our best estimates of the probable liability. However, we cannot accurately predict the ultimate outcome of any such proceedings due to the inherent uncertainties of litigation and other dispute resolution mechanisms. Any unfavorable outcome of a material claim or material litigation could require the payment of monetary damages or fines, attorneys' fees or costly and


undesirable changes to our products, features or business practices, which would result in a material adverse effect on our business, financial condition and results of operations.

Governmental regulation is continuously evolving and could limit or harm our business.

We are subject to numerous international, federal, state and local laws and regulations that affect our business activities in several areas, including, but not limited to, labor, advertising, taxation, data privacy and security, digital content, consumer reports, consumer protection, online payment services, real estate, e-commerce, intellectual property, health care, environmental matters, and workplace health and safety. The cost of complying with these laws and regulations is significant. In addition, regulators may adopt new laws or regulations at any time, including triggeringwhich could trigger enforcement actions, or their interpretation of existing laws may change and/or differ from ours. TheseFor example, the California Consumer Privacy Act (CCPA) became effective on January 1, 2020. Among other requirements, businesses subject to the CCPA are required to proactively explain privacy notices to consumers when personal information is collected and it provides California residents the right to demand that company-held personal data be shared with them or deleted. Several other states and the federal government are currently considering similar legislation.

The various regulatory requirements to which we are subject could impose significant limitations on our business activities, require changes to our business, restrict our use or storage of personal information, or cause changes in our customers' purchasing behavior, which may make our business more costly and/or less efficient and may require us to modify our current or future products, services, systems or processes. We cannot quantify or predict with any certainty the likely impact of such changes on our business, prospects, financial condition or results of operations.

Portions of our business operate within highly regulated industries and our business results could be significantly affected by the laws and regulations to which we are subject. For example, international, federal state and internationalstate laws and regulations regarding the protection of certain consumer information require us to develop, implement and maintain policies and procedures to protect the security and confidentiality of consumers' nonpublic personal information. Portions of our business are subject to regulations affecting payment processing, including ACH, remote deposit capture, and lockbox services. These laws and regulations require us to develop, implement, and maintain certain policies and procedures related to payment processing. We are also subject to additional requirements in certain of our contracts with financial institution clients and communications service providers, which are often more restrictive than the regulations, as well as confidentiality clauses in certain of our contracts related to small businesses’ customer information. These regulations and agreements typically limit our ability to use or disclose nonpublic personal information for other than the purposes originally intended, which could limit business opportunities. Proposed privacy and cyber security regulations may also increase the cost of compliance for the protection of nonpublic personal information.collected data. The complexity of compliance with these various regulations may increase our cost of doing business and may affect our financial institution clients, reducing their discretionary spending and thus, reducing their capacity to purchase our products and services.



Due to our increasing use of the internet for sales and marketing, laws specifically governing digital commerce, the internet, mobile applications, search engine optimization, behavioral advertising, privacy and email marketing may have an impact on our business. Existing and future laws governing issues such as net neutrality, digital and social marketing, privacy, consumer protection or commercial email may limit our ability to market and provide our products and services. Changing data protection regulations may increase the cost of compliance in servicing domestic and international markets for our wholesale and retail business services channels. More restrictive legislation, such as new privacy laws, search engine marketing restrictions, “anti-spam” regulations or email privacy rules, could decrease marketing opportunities, decrease traffic to our websites and/or increase the cost of obtaining new customers.

Because of additional regulatory costs, financial institutions may continue to put significant pricing pressure on their suppliers, including their check and service providers. The increase in cost and profit pressure may also lead to further consolidation of financial institutions. Additionally, some financial institutions are warydo not permit offers of offering add-on services, such as bundled products, fraud/identity protection, expedited check delivery or rewards programs, to their customers. It would have an adverse impact on our results of operations if we were unable to market such services to consumers or small businesses through the majority of our financial institution clients. Additionally, as our product and service offerings become more technologically focused, and with expanded regulatory expectations for supervision of third-party service providers, additional portions of our business could become subject to direct federal regulation and/or examination. This would increase our cost of doing business and could slow our ability to introduce new products and services and otherwise adapt to a rapidly changing business environment.

We are subject to environmental risks which, if realized, could have an adverse impact on our operating results. Our printing facilities are subject to many federal, state and local regulations designed to protect the environment, including those related to air emissions, wastewater discharge, waste disposal, and remediation of contaminated sites. We have sold former printing facilities to third parties and, in some instances, have agreed to indemnify the buyer of the facility for certain environmental liabilities. Unforeseen conditions at current or former facilities could result in additional liability and expense beyond our insurance coverage.

Sales and other tax collection requirements could have an adverse effect on our business. We currently collect sales, use and similar taxes in jurisdictions where our legal entities have a physical presence, in accordance with landmark decisions of the United States Supreme Court. States and local jurisdictions have begun enacting legislation requiring collection beyond our current practices. This potential increased cost to our customers may discourage them from purchasing our products and services, which would have an adverse effect on our business. Furthermore, if one or more state or local jurisdictions successfully asserts that we should have collected sales or other taxes in the past, but did not, we could incur a substantial liability for uncollected taxes. In addition, federal and state income tax laws and regulations are subject to change and could impact our consolidated results of operations and financial position. Federal tax reform legislation, which was enacted in December 2017 as the Tax Cuts and Jobs Act (the 2017 Act), resulted in a reduction in our 2017 income tax expense of approximately $20.5 million. We expect that our annual effective income tax rate for 2018 will be approximately 25% and we expect that our total tax payments in 2018 will be approximately $25.0 million less than in 2017, driven primarily by the 2017 Act.
Economic conditions could have an adverse effect on operating results in each of our business segments.

Economic conditions have affected, and will continue to affect, our results of operations and financial position. Current and future economic conditions that affect consumer and business spending, including unemployment levels, the availability of credit, and small business confidence, as well as the financial condition and growth prospects of our customers, may adversely affect our business and results of operations.

A significant portion of our business relies on small business spending. As such, the level of small business confidence and the rate of small business formations and closures impact our business. We believe small businesses are more likely to be significantly affected by economic downturns than larger, more established companies. During a sluggish economy, it may be more difficult for small businesses to obtain credit and small businesses may choose to spend their limited funds on items other than our products and services. The National Federation of Independent Business (NFIB) publishes the results of monthly surveys that provide an indication of small business owners' view of economic conditions. The index of small business optimism published by the NFIB in December 2017 was 104.9, down slightly from 105.8 in December 2016. For 2017, the average index was 104.8, up significantly from the 96.3 average in 2016. At the same time, the net percent of small business owners expecting general business conditions to be better in 6 months declined to 37% in December 2017, as compared to 50% in December 2016. Although there continues to be some optimism from small business owners, including some belief that they will benefit from federal tax reform under the Tax Cuts and Jobs Act of 2017, we cannot predict whether sustainable positive trends will translate into economic growth. Within our personal check printing businesses, consumer spending, employment levels, and housing stock and starts impact the number of checks consumers use. We estimate that the 2017 growth rates for consumer spending and private sector employment most likely had a neutral impact on our personal check businesses. An increase in housing stock and starts has a positive impact on the number of checks purchased, as new households typically are in need of new checks. According to statistics released by the United States Census Bureau in January 2018, housing units completed during 2017 increased almost 9% as compared to 2016. We cannot predict whether these economic trends will improve, stay the same or worsen in the near future.



As a result of global economic conditions in recent years, a number of financial institutions sought additional capital, merged with other financial institutions and, in some cases, failed. This turmoil in the financial services industry affected and may continue to affect our results of operations. The failure of one or more of our larger financial institution clients, or large portions of our customer base, could adversely affect our operating results. In addition to the possibility of losing a significant client, the inability to recover contract acquisition payments made to one or more of our larger financial institution clients, or the inability to collect accounts receivable or contractually required contract termination payments, could have a significant negative impact on our results of operations. There may also be an increase in financial institution mergers and acquisitions during periods of economic uncertainty. Such an increase could adversely affect our operating results. Often the newly combined entity seeks to reduce costs by leveraging economies of scale in purchasing, including its check supply and business services contracts. This results in providers competing intensely on price in order to retain not only their previous business with one of the financial institutions, but also to gain the business of the other party in the merger/acquisition. In addition, we are focused on targeting our FinTech solutions to larger financial institutions. The resulting customer concentration could increase our sensitivity to any material, adverse developments affecting our significant customers, including adverse economic conditions. Although we devote considerable effort toward the development of a competitively-priced, high-quality selection of products and services for the financial services industry, there can be no assurance that significant financial institution clients will be retained or that the impact of the loss of a significant client can be offset through the addition of new clients or by expanded sales to our remaining clients.

A deterioration in financial markets and/or in general business conditions in 2018 would negatively affect our operating results.

If we are unable to attract and retain key personnel and other qualified employees, our business could suffer.

The success of our business depends on the contributions and abilities of key employees, especially in our digital services businesses and specifically in sales, marketing, product management, data analytics and information technology. If we are unable to retain our existing employees and/or attract qualified personnel, we may not be able to grow and manage our business effectively. We can provide no assurance that we will be successful in attracting and retaining such personnel.

The cost and availability of materials, delivery services and energy could adversely affect our operating results.

We are subject to risks associated with the cost and availability of paper, plastics, ink, retail packaging supplies, promotional materials, other raw materials, delivery services and energy. Paper costs represent a significant portion of our materials cost. Paper is a commodity and its price has been subject to volatility due to supply and demand in the marketplace, as well as volatility in the raw material and other costs incurred by our paper suppliers. There are also relatively few paper suppliers and these suppliers are under financial pressure as paper use declines. As such, when our suppliers increase paper prices, we may not be able to obtain better pricing from alternative suppliers. Historically, we have not been negatively impacted by paper shortages because of our relationships with paper suppliers. However, we can provide no assurance that we will be able to purchase sufficient quantities of paper if such a shortage were to occur.

We depend upon third-party providers for delivery services and for outsourced products and services. Events resulting in the inability of these service providers to perform their obligations, such as work slowdowns or extended labor strikes, could adversely impact our results of operations by requiring us to secure alternate providers at higher costs. Postal rates are dependent on the operating efficiency of the United States Postal Service (USPS) and on legislative mandates imposed upon the USPS. Postal rates have increased in recent years and the USPS has incurred significant financial losses. This may result in changes to the breadth and/or frequency of USPS mail delivery services in the future. In addition, fuel costs have fluctuated over the past several years. Increased fuel costs can increase the costs we incur to deliver products to our customers, as well as the price we pay for outsourced products and services. Competitive pressures and/or contractual arrangements may inhibit our ability to reflect increased costs in the price of our products.

The failure to reduce costs could have an adverse impact on our operating results.

Intense competition, declines in the use of checks and business forms, the commoditization of web services, and sluggish economic conditions compel us to continually improve our operating efficiency in order to maintain or improve profitability. We have significantly reduced costs over the past several years, primarily within sales, marketing, service fulfillment and operational support, as well as our shared services functions, including product fulfillment, information technology, real estate, finance and human resources. We realized net cost reductions of approximately $45.0 million in 2017, as compared to our 2016 results of operations, and we will continue to explore ways to simplify our business processes and reduce our cost and expense structure. Cost reduction initiatives have required and will continue to require up-front expenditures related to items such as redesigning and streamlining processes, consolidating information technology platforms, standardizing technology applications, further enhancing our strategic supplier sourcing arrangements, improving real estate utilization and funding employee severance benefits. We can provide no assurance that we will achieve future cost reductions or that we will do so without incurring unexpected or greater than anticipated expenditures. Moreover, we may find that we are unable to achieve business simplification and/or cost reduction goals without disrupting our business and, as a result, may choose to delay or forgo certain cost reductions as business conditions require. Failure to continue to improve our operating efficiency could adversely affect our business if we are unable to remain competitive.



We could lose access to data sources which could harm our ability to provide certain of our products and services.

We rely upon data from external sources to maintain our proprietary and non-proprietary databases, including data received from customers, strategic partners and various government and public record sources. This data includes credit and non-credit data from the national credit bureaus and other data brokers. Although we have not experienced material issues in this regard, our data sources could stop providing data, they could provide untimely data, or they could fail to adhere to our quality control standards, causing us to incur additional expense to appropriately utilize the data. In addition, our data sources could increase the costs of their data for a variety of reasons, including legislatively or judicially imposed restrictions on use, a perception that our systems are insecure, or for competitive reasons.

If a substantial number of data sources or certain key data sources were to withdraw their services, if we were to lose access to data due to government regulation, if we were to lose exclusive right to the use of data, or if the collection of data were to become uneconomical, our ability to provide our products and services could be negatively impacted. We can provide no assurance that we would be able to identify and contract with suitable alternative data suppliers and integrate these data sources into our product and service offerings.

Third-party claims could result in costly and distracting litigation, and in the event of an unfavorable outcome, could have an adverse effect on our business, financial condition and results of operations.

From time to time, we are involved in claims, litigation and other proceedings relating to the conduct of our business, including purported class action litigation. Such legal proceedings may include claims related to our employment practices; claims alleging breach of contractual obligations; claims asserting deceptive, unfair or illegal business practices; or claims alleging violations of consumer protection-oriented laws. In addition, third parties may assert patent and other intellectual property infringement claims against us and/or our clients, which could include aggressive and opportunistic enforcement of patents by non-practicing entities. Any such claims could result in litigation against us and could also result in proceedings being brought against us by various federal and state agencies that regulate our business. The number and significance of these claims and proceedings has increased as our businesses have evolved and expanded in scope. These claims, whether successful or not, could divert management's attention, result in costly and time-consuming litigation, or both. Accruals for identified claims or lawsuits are established based on our best estimates of our probable liability. However, we cannot accurately predict the ultimate outcome of any such proceedings due to the inherent uncertainties of litigation and other dispute resolution mechanisms. Any unfavorable outcome of a material claim or material litigation could result in a material adverse effect on our business, financial condition and results of operations.

We are subject to customer payment-related risks, which could adversely affect our business and financial results.

We accept payments for our products and services on our websites by a variety of methods, including credit and debit cards, checks and wire transfers. For debit and credit cards, we pay interchange and other fees that may increase over time. We are also subject to payment card association operating rules and requirements, including Payment Card Industry Data Security Standards, a set of security standards designed to ensure that all companies that accept, process, store or transmit credit card information maintain a secure environment. These rules and requirements have changed over time and could change in the future or be reinterpreted to make it more costly, more difficult or impossible for us to comply. If we fail to comply with these rules and requirements, we may be subject to fines and/or higher transaction fees. Any changes could increase our cost of compliance, which would negatively affect our financial results. We could also lose our ability to accept credit and debit card payments from our customers, which would likely result in the loss of customers and the inability to attract new customers.

In addition, we may be liable for fraudulent transactions conducted on our websites, such as the use of stolen credit card numbers. While we do have safeguards in place, we cannot prevent all fraudulent transactions. To date, we have not incurred significant losses from payment-related fraud. However, such transactions negatively impact our results of operations and could subject us to penalties from payment card associations for inadequate fraud protection.

We may be unable to protect our rights in intellectual property, which could harm our business and ability to compete.

We rely on a combination of trademark and copyright laws, trade secret and patent protection and confidentiality and license agreements to protect our trademarks, software and other intellectual property. These protective measures afford only limited protection. Despite our efforts to protect our intellectual property, third parties may infringe or misappropriate our intellectual property or otherwise independently develop substantially equivalent products or services that do not infringe on our intellectual property rights. Policing unauthorized use of our intellectual property is difficult. We may be required to spend significant resources to protect our trade secrets and to monitor and police our intellectual property rights. The loss of intellectual


property protection or the inability to secure or enforce intellectual property protection could harm our business and ability to compete.


Activities of our customers or the content of their websites could damage our reputation and/or adversely affect our financial results.

As a provider of domain name registration, web hosting services and customized business products, we may be subject to potential liability for the activities of our customers on or in connection with their domain names or websites, for the data they store on our servers, including information accessible through the "dark web," or for images or content that we produce on their behalf. Customers may also launch distributed denial of service attacks or malicious executables, such as viruses, worms or trojan horses, from our servers. Although our agreements with our customers prohibit illegal use of our products and services and permit us to take appropriate action for such use, customers may nonetheless engage in prohibited activities or upload or store content with us in violation of applicable law. Our reputation may be negatively impacted by the actions of customers that are deemed to be hostile, offensive or inappropriate, or that infringe the copyright or trademark of another party. The safeguards we have established may not be sufficient to avoid harm to our reputation, especially if the inappropriate activities are high profile.

Laws relating to the liability of online services companies for information, such as online content disseminated through their services, are subject to frequent challenges. In spite of settled law in the U.S., claims are made against online services companies by parties who disagree with the content. Where our online content is accessed on the internet outside of the U.S., challenges may be brought under foreign laws that do not provide the same protections for online services companies as in the U.S. These challenges in either U.S. or foreign jurisdictions may give rise to legal claims alleging defamation, libel, invasion of privacy, negligence or copyright or trademark infringement, based on the nature and content of the materials disseminated through our services. Certain of our products and services include content generated by users of our online services. Although this content is not generated by us, claims of defamation or other injury may be made against us for that content. If such claims are successful, our financial results would be adversely affected. Even if the claims do not result in litigation or are resolved in our favor, the time and resources necessary to resolve them could divert management’s attention and adversely affect our business and financial results.

FINANCIAL RISKS

Asset impairment charges would have a negative impact on our results of operations.

Goodwill represented 41% of our total assets as of December 31, 2019. On at least an annual basis, we assess whether the carrying value of goodwill is impaired. This analysis considers several factors, including economic, market and industry conditions. Circumstances that could indicate a decline in the fair value of one or more of our reporting units include, but are not limited to, the following:

changes in our business strategies, structure and/or the allocation of resources;
the failure of our acquisitions to achieve expected operating results;
changes in market conditions, including increased competition;
the loss of significant customers;
a decline in our stock price for a sustained period;
a downturn in economic conditions that negatively affects our actual and forecasted operating results; or
a material acceleration of order volume declines for checks and forms.

Such situations may require us to record an impairment charge for a portion of goodwill. We are also required to assess the carrying value of other long-lived assets, including intangible assets and assets held for sale. Information regarding our 2019 impairment analyses can be found under the caption "Note 8: Fair value measurements" of the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. If we are required to record additional asset impairment charges for any reason, our consolidated results of operations would be adversely affected.

Economic conditions may adversely affect trends in business and consumer spending, which may adversely impact demand for our products and services.

Economic conditions have affected, and will continue to affect, our results of operations and financial position. Current and future economic conditions that affect business and consumer spending, including levels of business and consumer confidence, unemployment levels, consumer spending and the availability of credit, as well as uncertainty or volatility in our customers' businesses, may adversely affect our business and results of operations.

A declinesignificant portion of our business relies on small business spending. Economic conditions have a significant impact on our small business customers. We believe that small businesses are more likely to be significantly affected by economic conditions than larger, more established companies. During a sluggish economy, it may be more difficult for small businesses to obtain credit and they may choose to spend their limited funds on items other than our products and services. As such, the level


of small business confidence and the rate of small business formations and closures impact our business. The index of small business optimism published by the National Federation of Independent Business (NFIB) was 102.7 in December 2019, consistent with the average index for 2019 of 103.0, but down from the average index of 106.7 reported in 2018. At the same time, the net percent of small business owners expecting general economic conditions to be better in 6 months, as published by the NFIB, held steady at 16% in December 2019, the same as in December 2018. Additionally, consumer spending and employment levels remained strong throughout 2019. Overall, the small business economy appeared to be healthy in 2019. However, we cannot predict whether economic trends affecting small businesses will improve, stay the same or worsen in the valuenear future.

A significant portion of our postretirement medical plan assets and/orbusiness also relies upon the health of the financial services industry, including merger and acquisition activity. As a significant increaseresult of global economic conditions in thepast years, a number of participantsfinancial institutions sought additional capital, merged with other financial institutions and, in some cases, failed. The failure of one or more of our postretirement medical planlarger financial institution clients, or large portions of our customer base, could adversely affect our operating results. In addition to the possibility of losing a significant client, the inability to recover prepaid product discount payments made to one or more of our larger financial institution clients, or the inability to collect accounts receivable or contractually required contract termination payments, could have a significant negative impact on our results of operations. There may also be an increase in financial institution mergers and cash flows.acquisitions during periods of economic uncertainty or as a result of other factors affecting the financial services industry. Such an increase could adversely affect our operating results. Often the newly combined entity seeks to reduce costs by leveraging economies of scale in purchasing, including its check supply and business services contracts. This results in providers competing intensely on price in order to retain not only their previous business with one of the financial institutions, but also to gain the business of the other party in the combined entity. Although we devote considerable effort toward the development of a competitively-priced, high-quality selection of products and services for the financial services industry, there can be no assurance that significant financial institution clients will be retained or that the impact of the loss of a significant client can be offset through the addition of new clients or by expanded sales to our remaining clients.

Our variable-rate indebtedness exposes us to interest rate risk.

The fair valuemajority of the borrowings under our postretirement medical plan assets isrevolving credit facility are subject to various risks, including credit,variable rates of interest and overall market volatilityexpose us to interest rate risk. If the equity marketsinterest rates were to experience a significant decline in value, the fair value ofincrease, our plan assets would decrease. This would affect the funded status of our plan and result in higher postretirement benefitinterest expense in the future. Although our obligation is limited to funding benefits as they become payable, future declines in the fair value of our plan assets could also result in the need to contribute increased amounts of cash to fund benefits payable under the plan.

The number of participants in our postretirement medical plan could increase significantly. For the 2018 plan year, 43.8% of those eligible to participate in our postretirement medical plan have elected not to participate. If a significant portion of those not participating were to opt-in to our plan, our benefit obligation would increase, which would result in increased expense. Although our plan is currently overfunded, a significant increase in plan participants could also require us to contribute increased amounts ofnegatively affecting earnings and reducing cash to fund benefits payable under the plan.flows available for working capital, capital expenditures and acquisitions.


Item 1B. Unresolved Staff Comments.
ITEM 1B. UNRESOLVED STAFF COMMENTS

None.


Item 2. Properties.
ITEM 2. PROPERTIES

Our principal executive office is an owned property located in Shoreview, Minnesota. As of December 31, 2017,2019, we occupied 6563 facilities throughout the United States,U.S., 7 facilities in Canada, 2 facilities in Europe and a1 facility in Australia, where we conduct printing and fulfillment, call center, data center and administrative functions. Because of our shared services approach to most of our business functions, many of our facilities are utilized for the benefit of more than one of our business segments. Approximately 20% of our facilities are owned, while the remaining 80% are leased. TheseOur facilities have a combined floor space of approximately 3.02.9 million square feet. None of our owned properties are mortgaged or are held subject to any significant encumbrance. We believe that existing leases will be renegotiated as they expire or that suitable alternative properties will be leased on acceptable terms. We believe that our properties are sufficiently maintained and are adequate and suitable for our business needs as presently conducted. In conjunction with the realignment of our business and our continuing cost reduction initiatives, we continue to assess our real estate footprint.


Item 3. Legal Proceedings.
ITEM 3. LEGAL PROCEEDINGS

We record provisions with respect to identified claims or lawsuits when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Claims and lawsuits are reviewed quarterly and provisions are taken or adjusted to reflect the status of a particular matter. We believe the recorded reserves in our consolidated financial statements are adequate in light of the probable and estimable outcomes. Recorded liabilities were not material to our financial position, results of operations or liquidity, and we do not believe that any of the currently identified claims or litigation will materially affect our financial position, results of operations or liquidity upon resolution. However, litigation is subject to inherent uncertainties, and unfavorable rulings could occur. If an unfavorable ruling were to occur, it may cause a material adverse impact on our financial position, results of operations or liquidity in the period in which the ruling occurs or future periods.




Item 4.  Mine Safety Disclosures.
ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.





PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is traded on the New York Stock Exchange under the symbol DLX. Dividends are declared by our board of directors on a currentquarterly basis, and therefore, are subject to change in the future.change. As of December 31, 20172019, the number of shareholders of record was 6,491. The table below shows5,668.

In October 2018, our board of directors authorized the per share price rangesrepurchase of up to $500.0 million of our common stock for the past two fiscal years as quoted on the New York Stock Exchange, as well as the quarterly dividend amount for each period.
    Stock price
  Dividend High Low Close
2017        
Quarter 4 $0.30
 $77.36
 $66.98
 $76.84
Quarter 3 0.30
 74.60
 67.01
 72.96
Quarter 2 0.30
 74.13
 66.43
 69.22
Quarter 1 0.30
 75.94
 69.93
 72.17
2016        
Quarter 4 $0.30
 $73.42
 $59.47
 $71.61
Quarter 3 0.30
 70.26
 64.78
 66.82
Quarter 2 0.30
 67.81
 59.83
 66.37
Quarter 1 0.30
 62.77
 49.46
 62.49

The following table shows purchases of our own equity securities, based on trade date, which were completedstock. This authorization has no expiration date. We did not repurchase any shares during the fourth quarter of 2017:
Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Maximum approximate dollar value of shares that may yet be purchased under the plans or programs
October 1, 2017 -
October 31, 2017
 14,400
 $69.37
 14,400
 $253,657,577
November 1, 2017 -
November 30, 2017
 170,300
 68.89
 170,300
 241,926,212
December 1, 2017 -
December 31, 2017
 30,716
 71.62
 30,716
 239,726,484
Total 215,416
 69.31
 215,416
 239,726,484

In May 2016, our board of directors approved an authorization for the repurchase of up to $300.0 million of our common stock, effective at the conclusion of a previous authorization. This authorization has no expiration date2019 and $239.7$301.5 million remained available for purchaserepurchase as of December 31, 2017.2019.

While not considered repurchases of shares, we do at times withhold shares that would otherwise be issued under equity-based awards to cover the withholding taxes due as a result of the exercise or vesting of such awards. During the fourth quarter of 20172019, we withheld 36,15417,118 shares in conjunction with the vesting and exercise of equity-based awards.

There are currently no limitations on the amount of dividends and share repurchases under the terms of our credit agreement. However, if our leverage ratio, defined as total debt less unrestricted cash to earnings before interest, taxes, depreciation and amortization (EBITDA), should exceed 2.75 to 1, there would be an annual limitation on the amount of dividends and share repurchases under the terms of this agreement.



The table below compares the cumulative total shareholder return on our common stock for the last five fiscal years with the cumulative total return of the S&P MidCap 400 Index and the Dow Jones U.S. Support Services (DJUSIS) Index.

Comparison of Five-Year Cumulative Total Return
Assumes Initial Investment of $100
December 2017
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
ASSUMES INITIAL INVESTMENT OF $100
DECEMBER 2019


a2015123110_chart-43024a05.jpg

The graph assumes that $100 was invested on December 31, 20122014 in each of Deluxe common stock, the S&P MidCap 400 Index and the DJUSIS Index, and that all dividends were reinvested.


Item 6. Selected Financial Data.
ITEM 6. SELECTED FINANCIAL DATA

The following table shows certain selected financial data for the five years ended December 31, 2017.2019. This information should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in Part II, Item 7 of this report and our consolidated financial statements appearing in Part II, Item 8 of this report. These items include discussion of various factors that affect the comparability of the selected financial data, including asset impairment charges, the Tax Cuts and Jobs Act of 2017 asset impairment charges and business acquisitions.acquisitions, as well as the adoption of Accounting Standards Update (ASU) No. 2016-02, Leasing, and related amendments on January 1, 2019. Historical results are not necessarily indicative of future results.

(dollars and orders in thousands, except per share and per order amounts) 2017 2016 2015 2014 2013 2019 2018 2017 2016 2015
Statement of Income Data:          
Statement of (Loss) Income Data:          
Total revenue $1,965,556
 $1,849,062
 $1,772,817
 $1,674,082
 $1,584,824
 $2,008,715
 $1,998,025
 $1,965,556
 $1,849,062
 $1,772,817
As a percentage of total revenue:                    
Gross profit 62.2% 63.9% 63.9% 63.8% 64.6% 59.5% 60.4% 62.2% 63.9% 63.9%
Selling, general and administrative expense 42.2% 43.6% 43.7% 43.0% 43.6% 44.4% 42.7% 42.2% 43.7% 43.8%
Operating income 16.8% 19.9% 20.0% 19.9% 20.1%
Operating income $331,192
 $368,727
 $354,331
 $332,633
 $317,914
Net income: 230,155
 229,382
 218,629
 199,794
 186,652
Operating (loss) income (7.9%) 11.6% 16.7% 19.8% 19.8%
Operating (loss) income $(158,141) $231,221
 $329,176
 $366,887
 $351,634
Net (loss) income: (199,897) 149,630
 230,155
 222,382
 218,629
Per share - basic 4.75
 4.68
 4.39
 3.99
 3.68
 (4.65) 3.18
 4.75
 4.68
 4.39
Per share - diluted 4.72
 4.65
 4.36
 3.96
 3.65
 (4.65) 3.16
 4.72
 4.65
 4.36
Cash dividends per share 1.20
 1.20
 1.20
 1.15
 1.00
Balance Sheet Data:                    
Cash and cash equivalents $59,240
 $76,574
 $62,427
 $61,541
 $121,089
 $73,620
 $59,740
 $59,240
 $76,574
 $62,427
Return on average assets(1)
 10.5% 11.4% 12.4% 12.3% 12.6% (9.4%) 6.6% 10.5% 11.4% 12.4%
Total assets $2,208,827
 $2,184,338
 $1,842,153
 $1,683,682
 $1,563,887
 $1,943,311
 $2,305,096
 $2,208,827
 $2,184,338
 $1,842,153
Long-term obligations(2)
 709,300
 758,648
 629,018
 549,603
 635,062
 931,319
 911,864
 709,300
 758,648
 629,018
Statement of Cash Flows Data:                    
Net cash provided by operating activities $338,431
 $319,312
 $309,631
 $285,098
 $263,729
 $286,653
 $339,315
 $338,431
 $319,312
 $309,631
Net cash used by investing activities (180,891) (310,786) (251,140) (136,043) (101,050) (75,751) (275,414) (180,891) (279,511) (251,140)
Net cash (used) provided by financing activities (176,949) 4,275
 (48,387) (204,048) (84,524) (186,794) (39,825) (182,956) 5,998
 (30,237)
Purchases of capital assets (47,450) (46,614) (43,261) (41,119) (37,459) (66,595) (62,238) (47,450) (46,614) (43,261)
Payments for acquisitions, net of cash acquired (139,223) (270,939) (212,990) (105,029) (69,709) (11,605) (214,258) (139,223) (239,664) (212,990)
Payments for common shares repurchased (65,000) (55,224) (59,952) (60,119) (48,798) (118,547) (200,000) (65,000) (55,224) (59,952)
Other Data:                    
Cash dividends per share $1.20
 $1.20
 $1.20
 $1.20
 $1.20
Orders(3)
 49,981
 52,176
 53,138
 52,632
 52,584
 47,815
 47,534
 49,981
 52,176
 53,138
Revenue per order(3)
 $39.33
 $35.44
 $33.36
 $31.81
 $30.14
 $42.01
 $42.03
 $39.33
 $35.44
 $33.36
Number of employees 5,886
 6,026
 5,874
 5,830
 5,575
 6,352
 6,701
 5,886
 6,026
 5,874
Number of printing facilities(4)
 11
 12
 11
 11
 12
 11
 11
 11
 12
 11
Number of call center facilities(4)
 26
 26
 14
 16
 16
 25
 27
 26
 26
 14

(1) Return on average assets is calculated as net (loss) income divided by average assets for the period.

(2) Long-term obligations includesinclude the current and long-term portions of our debt obligations includingand finance lease obligations, formerly known as capital leases. We had no short-term borrowings outstandinglease obligations, as well as the current and long-term portions of our operating lease obligations as of December 31, for any of the periods presented. As such, these amounts also represent our total debt obligations.2019.

(3) Orders is our company-wide measure of volume and includes both products and services.

(4) As of December 31, 2017,2019, we had 2 facilities that contain both printing and call center functions and thus, are included in both captions. We had 4039 additional facilities which house small customer fulfillment operations, data centers and general office space. This information excludes vacant facilities or those associated with businesses held for sale as of each date. Further information regarding assets held for sale can be found under the caption "Note 2: Supplemental balance sheet and cash flow information" of the Notes to Consolidated Financial Statements appearing in Item 8 of this report.


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

OurThe following Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the consolidated audited financial statements and related notes included in Part II, Item 8 of this Form 10-K. Our MD&A includes the following sections:

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.
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, Integration and Other Costs; CEO Transition 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; and
Critical Accounting Policies that discusses the policies we believe are most important to understanding the assumptions and judgments underlying our financial statements.

You shouldPlease note that this MD&A discussion contains forward-looking statements that involve risks and uncertainties. Please seePart I, Item 1A of this report foroutlines currently known material risks and important information to consider when evaluating our forward-looking statements. The Private Securities Litigation Reform Act of 1995 (the Reform Act)"Reform Act") provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information. We are filing this cautionary statement in connection with the Reform Act. When we use the words or phrases “should result,” “believe,” “intend,” “plan,” “are expected to,” “targeted,” “will continue,” “will approximate,” “is anticipated,” “estimate,” “project,” “outlook,” "forecast" or similar expressions in this Annual Report on Form 10-K, in future filings with the Securities and Exchange Commission, in our press releases, investor presentations and in oral statements made by our representatives, they indicate forward-looking statements within the meaning of the Reform Act.


EXECUTIVE OVERVIEW

We provide solutions that help our customers acquire and engage their customers across multiple channels, as well as operate their businesses efficiently and effectively. To promote and sell a wide range of products and services, we use printed and electronic marketing; a direct sales force; referrals fromThis MD&A includes financial institutions, telecommunication clients and other partners; networks of Safeguard® distributors and independent dealers; and an outbound telemarketing group. Over the past 24 months, our Small Business Services segment has provided products and services to approximately 4.4 million small business customers and our Direct Checks segment has provided products and services to more than 5.1 million consumers. Through our Financial Services segment, we provide products and services to approximately 4,900 financial institution clients. We operate primarilyinformation prepared in accordance with accounting principles generally accepted in the United States. Small Business ServicesU.S. ("GAAP"). In addition, we discuss adjusted diluted earnings per share (EPS) and adjusted earnings before interest, taxes, depreciation and amortization (EBITDA), which are non-GAAP financial measures. We believe that these non-GAAP financial measures, when reviewed in conjunction with GAAP financial measures, can provide useful information to assist investors in analyzing our current period operating performance and in assessing our future period operating performance. For this reason, our internal management reporting also has operationsincludes these financial measures, which should be considered in Canada, Australiaaddition to, and portionsnot as superior to or as a substitute for, GAAP financial measures. We strongly encourage investors and shareholders to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. Our measures of Europe.adjusted diluted EPS and adjusted EBITDA may not be comparable to similarly titled measures used by other companies and therefore, may not result in useful comparisons. The reconciliation of our non-GAAP financial measures to the most directly comparable GAAP measures can be found in Consolidated Results of Operations.

Our product and service offerings are comprised of the following:
EXECUTIVE OVERVIEW

Checks – We remain oneAs of the largest providers of checks in the United States. During 2017, checks represented 39% of ourDecember 31, 2019, we operated 3 reportable business segments: Small Business Services, segment's revenue, 43% of our Financial Services segment's revenue and 84% of our Direct Checks segment's revenue.

Marketing solutions and other services(MOS) – We offer products and services designed to meet our customers’ sales and marketing needs, as well as various other service offerings. Our marketing products include digital printing and web-to-print solutions such as business cards, print marketing, promotional goods and apparel. Our web services offerings include logo design; hosting, domain name and web design services; search engine optimization; and marketing programs, including email, mobile and social media. We also offer fraud protection and security services, online and offline payroll services, and electronic checks ("eChecks"). Our Financial Services segment also offers a selection of financial technology ("FinTech") solutions. These solutions include data-driven marketing solutions, including outsourced marketing campaign targeting and execution; treasury management solutions, including accounts receivable processing and remote deposit capture; and digital engagement solutions, including loyalty and rewards programs. During 2017, MOS represented 34% of our Small Business Services segment's revenue, 55% of our Financial Services segment's revenue and 11% of our Direct Checks segment's revenue.

Forms – Our Small Business Services segment is a leading provider of printed forms to small businesses, including deposit tickets, billing forms, work orders, job proposals, purchase orders, invoices and personnel forms. This segment also offers computer forms compatible with accounting software packages commonly used by small businesses. Forms sold by our Financial Services and Direct ChecksChecks. Our business segments include deposit ticketswere generally organized by customer type and check registers.

Accessoriesreflected the way we managed the company through that date. Further information regarding our segments and other products – Small Business Services offers products designed to provide small business owners with the customized documents necessary to efficiently manage their business including envelopes, office supplies, ink stamps and labels. Our Financial Services and Direct Checks segments offer checkbook covers, labels and ink stamps.

Throughout the past several years, we have focused on opportunities to increase revenue and operating income despite the continuing decline in check and forms usage. These opportunities have included newour product and service offerings brand awareness and positioning initiatives, investing in technology for our service offerings, enhancing our information technology


capabilities and infrastructure, improving customer segmentation, extending the reach of our sales channel, and reducing costs. In addition, we invested in various acquisitions that extend the range of products and services we offer to our customers, primarily MOS offerings. Information about our acquisitions can be found under the caption "Note 5: Acquisitions"“Note 19: Business segment information” of the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. During 2018, we plan to continue our focus in these areas, with an emphasis on profitable revenue growth and increasing the mix of MOS revenue, primarily data-driven marketing, treasury management and web services. We also plan to assess acquisitions that complement our large customer bases, with a focus on MOS offerings. We believe we have reached a turning point where revenue from our MOS offerings will grow at a faster rate going forward, augmented by acquisitions. MOS revenue was 40.0% of consolidated revenue in the fourth quarter of 2017. A more detailed discussion of our business strategies can be found under the caption "Business Segments" appearing in Item 1 of this report.

Earnings2019 results vs. 2018 – Loss before income taxes for 2017, as2019 of $185.6 million, compared to 2016,income before income taxes of $212.6 million for 2018, reflected an increase in asset impairment charges of $289.7 million (as described below), an increase in restructuring, integration and other costs of $58.3 million in support of our growth strategies and to increase our efficiency, and continued volume reductions in personal and business checks and forms, due primarily to the secular decline in check and forms usage. Additionally, we made investments in our transformation to One Deluxe, shipping and material rates increased due to pricein 2019, medical costs increased approximately $11.5 million, interest expense increased $7.6 million, organic Small Business Services marketing solutions and web services revenue declined and the Small Business Services commission rate on customer referrals increased. Additionally, share-based compensation increased $6.3 million, driven by an increase in the level of equity awards in 2019, and check pricing pressure within Financial Services continued. We also recognized gains from sales of businesses and customer lists within Small Business Services of $15.6 million in 2018. These increases a $20.5in loss before income taxes were partially offset by benefits of approximately $50.0 million benefit from federal tax reform under the Tax Cuts and Jobs Act of 2017, continuing initiatives to reduce our cost structure, primarily within our sales, marketing and fulfillment organizations, and aggregate gainsthe benefit of $8.7 million from the sale of businesses within Small Business Services. TheseServices price increases, a decrease in amortization expense related to acquisitions completed prior to 2018 and incremental earnings werefrom businesses acquired.



Diluted loss per share for 2019 of $4.65, as compared to diluted EPS of $3.16 for 2018, reflects the increase in loss before income taxes described in the preceding paragraph, as well as an unfavorable income tax rate as compared to 2018, partially offset by pre-taxlower average shares outstanding in 2019. Adjusted diluted EPS for 2019 was $6.82, compared to $6.88 for 2018, and excludes the impact of non-cash items or items that we believe are not indicative of ongoing operations. A reconciliation of diluted (loss) earnings per share to adjusted diluted EPS can be found in Consolidated Results of Operations.

Asset impairment charges– Net loss for 2019 was driven by the impact of pretax asset impairment charges in the third quarter of 2019 of $391.0 million, or $7.94 per share. The impairment charges related to the goodwill of our Small Business Services Web Services and Financial Services Data-Driven Marketing reporting units, as well as amortizable intangible assets, primarily in our Small Business Services Web Services reporting unit. This compares to pretax asset impairment charges of $54.9$101.3 million, or $1.96 per share, in 2018. Further information regarding these impairment charges can be found under the caption “Note 8: Fair value measurements” of the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.

"One Deluxe" Strategy

A detailed discussion of our strategy can be found in Part I, Item 1 of this report. In support of our strategy, we are investing significant resources to build out our technology platforms, including sales technology that enables a single view of our customers, thereby providing for deeper cross-sell opportunities. We implemented a human capital management system in January 2020, and we are also investing in our financial tools, including an enterprise resource planning system and a financial planning and analysis system. Strategically, we believe these enhancements will allow us to better assess and manage our business at the total company level and will make it easier for us to quickly integrate any future acquisitions. We plan to invest approximately $70.0 million in 2017, volume reductions for personal and business checks due primarily to the continuing decline2020 in check and forms usage, increased incentive compensation expense and higher material and delivery rates in 2017.

Business Challenges/Market Risks

Our business, consolidated results of operations, financial condition and cash flows could be adversely affected by various risks and uncertainties. We have disclosed all known material risks in Item 1A of this report, including discussion of the declining market for checks and business forms, competition, factors affecting our financial institution clients, data security risks, risks related to acquisitions, the impact of economic conditions and the ability to attract and retain key employees. Allsupport of these factors could cause our actual resultsinitiatives, consisting of capitalized cloud computing implementation costs and expense items. We plan to differ materially from the statements we make from time to time regarding our expected future results, including, but not limited to, forecasts regarding estimated revenue, MOS revenue, earnings per share, cash provided by operating activities and expectedfund a large portion of these investments through structural cost savings.

Cost Reduction Initiatives

For several years,While we have been pursuing cost reduction andwill continue to sell to enterprise, small business, simplification initiatives, including: reducing shared services infrastructure costs; streamlining our call center and fulfillment activities; eliminating system and work stream redundancies; and strengthening our ability to quickly develop new products andfinancial services and bring themindividual customers, our business is no longer organized by customer type. Instead, effective January 1, 2020, we began managing the company based on our product and service offerings, focusing on 4 primary business areas: Payments, Cloud Solutions, Promotional Solutions and Checks. We expect to market.reinvest free cash flow into the 2 areas we view as our primary platforms for growth: Payments and Cloud Solutions. We have also standardized productsappointed general managers for each of the 4 new focus areas and serviceswe continue to refine our new organization. Realignments such as this take time, considerable senior management effort, material "buy-in" from employees and improvedsignificant investment. Beginning in the sourcingfirst quarter of third-party goods2020, the 4 focus areas become our reportable business segments, and services. As a result of all of these efforts, we realized net cost savings of approximately $45.0 million during 2017, as compared to our 2016 results of operations, generated primarily by our sales, marketing and fulfillment organizations. Approximately 75% of these savings impacted selling, general and administrative (SG&A) expense, with the remaining 25% affecting total cost of revenue. We anticipate that we will realize additional net cost reductions of approximately $50.0 million in 2018, as compared to our 2017begin reporting financial results of operations, which will also be generated primarily by our sales, marketing and fulfillment organizations. In sales and marketing, we plan to focus on sales channel optimization, platform and tool consolidation, and leveraging sales and marketing efficiencies, including integrating recent acquisitions. In fulfillment, we expect to continue our lean initiatives, reduce direct and indirect spend, drive delivery technology and process efficiencies, and continue with other supply chain improvements and efficiencies. We also expect to better leverage our information technology platform. Approximately 75% of our 2018 savings are expected to impact SG&A expense, with the remaining 25% expected to impact total cost of revenue.under this new segment structure.

Outlook for 20182020

We anticipate that consolidated revenue for 2020 will be between $2.065$2.000 billion and $2.105$2.040 billion, compared to $2.009 billion for 2018, compared to $1.966 billion for 2017. In Small Business Services, we expect revenue to increase between 4% and 5% compared to 2017 revenue of $1.240 billion. Volume declines in core business products are expected to be more than offset by growth in our online, dealer and major accounts channels, price increases, increased revenue from our MOS offerings and continued tuck-in acquisitions. In Financial Services, we expect revenue to increase between 11% and 16% compared to 2017 revenue of $585.3 million. We expect increased revenue from MOS, including data-driven marketing solutions and treasury management solutions, as well as continued acquisitions. Our outlook includes incremental revenue from the acquisition of RDM Corporation in the second quarter of 2017. We expect these revenue increases to be partially offset by year-over-year secular check order declines of approximately 7%, the expected loss of about $10.0 million in Deluxe Rewards revenue primarily due to the loss of Verizon Communications Inc. as a customer, and we expect some impact from pricing pressure in our check programs. In Direct Checks, we expect revenue to decline approximately 11% compared to 2017 revenue of $140.5 million, driven primarily by secular check order volume declines resulting from reduced check usage.

2019. We expect that 2018 diluted earnings per shareadjusted EBITDA for 2020 will be between $5.42$410.0 million and $5.67,$435.0 million, compared to $4.72 for 2017. Our 2018 outlook includes estimated charges of $0.13 per share for integration costs, primarily related to data-driven marketing, treasury management$480.9 million in 2019, and web services offerings. Earnings per share for 2017 included total net charges of $0.55 per share for asset impairment charges, restructuring and integration costs and transaction costs related to acquisitions, partially offset by a benefit from federal tax reform under the Tax Cuts and Jobs Act of 2017. We expect that the benefits of additional cost reduction


activities will be partially offset by the continuing decline in check and forms usage and continued investments in growth opportunities, particularly in talent, technology and process improvements to accelerate data-driven marketing and treasury management revenue and to drive development innovation in our treasury management infrastructure. We also expect material costs and delivery rates to increase in 2018. We estimate that our annual effective tax rate for 2018 will be approximately 25%.

We anticipate that net cash provided by operating activitiesadjusted diluted EPS will be between $360.0 million$5.50 and $380.0 million in 2018,$5.95 for 2020, compared to $338.4 million$6.82 for 2019. The expected decreases in 2017, driven by stronger operating performanceadjusted EBITDA and a decrease of approximately $25.0 millionadjusted diluted EPS result primarily from revenue mix changes in income tax payments driven primarily byweb hosting and data-driven marketing, from the Tax Cutssecular decline in checks and Jobs Act of 2017, partially offset by higher interest and medical payments. We anticipatefrom check-related contract acquisition payments of approximately $27.0 million in 2018, and we estimate that capital spending will be approximately $55.0 million in 2018 asrenewals. Additionally, we plan to acceleratemake incremental investments to drive revenue growth. We believe the payback from our One Deluxe strategy will be substantial over time and that investing in key revenue growth initiatives and order fulfillment and information technology infrastructure.our existing business is the best use of our resources.

We believe that cash generated by operating activities, along with availability under our revolving credit facility, will
be sufficient to support our operations in 2018,for the next 12 months, including capital expenditures of approximately $70.0 million, dividend payments, capital expenditures,required interest payments and required debt principal and interest payments,periodic share repurchases, as well as likelypossible acquisitions. We also believe we have access to capital markets should additional cash be necessary to fund acquisitions that exceed amounts available under our credit facility. As of December 31, 2017, $101.62019, $261.1 million was available for borrowing under our revolving credit facility. We expect to maintain a disciplined approach to capital deployment that focuses on our need to continue investing in initiatives to drive revenue growth, including acquisitions.growth. We anticipate that our board of directors will maintain our current dividend level. However, dividends are approved by the board of directors on a quarterly basis, and thus are subject to change. To the extent we generate excess cash, we planexpect to opportunistically repurchase common shares and/or reduce the amountsamount outstanding under our credit facility. We expect that share repurchases in 2020 will be lower than in recent years while we invest in our One Deluxe strategy.

As of December 31, 2017, $707.9 million was outstanding under our credit facility agreement that matures in February 2019. We plan to obtain a new multi-year credit facility to refinance the amount outstanding under the current credit facility and to satisfy those obligations. We have been successful in obtaining long-term financing with terms and in amounts adequate to meet our objectives in the past, and we expect to execute the new credit facility in the first half of 2018.
  


CONSOLIDATED RESULTS OF OPERATIONS

Consolidated Revenue
       Change       Change
(in thousands, except per order amounts) 2017 2016 2015 2017 vs. 2016 2016 vs. 2015 2019 2018 2017 2019 vs. 2018 2018 vs. 2017
Total revenue $1,965,556
 $1,849,062
 $1,772,817
 6.3% 4.3% $2,008,715
 $1,998,025
 $1,965,556
 0.5% 1.7%
Orders 49,981
 52,176
 53,138
 (4.2%) (1.8%) 47,815
 47,534
 49,981
 0.6% (4.9%)
Revenue per order $39.33
 $35.44
 $33.36
 11.0% 6.2% $42.01
 $42.03
 $39.33
  6.9%

The increase in total revenue in each of the past 2 yearsfor 2019, as compared to 2018, was driven primarily by incremental revenue from acquired businesses of approximately $173.0$65.1 million in 2017 and $114.0 million in 2016, as well asfrom businesses acquired, Small Business Services price increases and an increase in all of our segments.Financial Services data-driven marketing volume. Information regarding our acquisitions can be found under the caption "Note 5:6: Acquisitions" ofin the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. These increases in revenue were partially offset by the continuing decline in order volume for both personal and business checks, as well as forms and accessories sold by Small Business Services. In addition, Small Business Services marketing solutions and web services volume, excluding incremental revenue from businesses acquired, declined approximately $11.0 million and $9.0 million, respectively. Revenue was also negatively impacted during 2019 by continued check pricing pressure within Financial Services.

The increase in total revenue for 2018, as compared to 2017, was driven by incremental revenue from acquired businesses of approximately $86.7 million, as well as Small Business Services price increases. Information regarding our acquisitions can be found under the caption "Note 6: Acquisitions" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. These increases in revenue were partially offset by lower order volume for both personal and business checks, as well as forms and accessories sold by Small Business Services. In addition, Financial Services Deluxe Rewards revenue declineddecreased approximately $11.0 million due to the loss of Verizon Communications Inc. as a customer in late 2017, Small Business Services search and email marketing volume decreased approximately $6.0 million due to the loss of a customer, and revenue was negatively impacted by continued check pricing allowancespressure within Financial Services.

Service revenue represented 25.2%29.8% of total revenue in 20172019, 20.3%27.3% in 20162018 and 18.1%25.2% in 20152017. As such, the majority of our revenue is generated by product sales. We do not manage our business based on product versus service revenue. Instead, we analyze our products and services based on the following categories:
        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
  2019 2018 2017 2019 vs. 2018 2018 vs. 2017
Marketing solutions and other services (MOS):       
 
Small business marketing solutions 14.0% 14.6% 13.3% (0.6) pt. 1.3 pt.
Treasury management solutions 9.6% 7.4% 5.5% 2.2 pt. 1.9 pt.
Web services 8.3% 8.1% 6.7% 0.2 pt. 1.4 pt.
Data-driven marketing solutions 7.9% 7.4% 7.7% 0.5 pt. (0.3) pt.
Fraud, security, risk management and operational services 4.3% 4.5% 5.2% (0.2) pt. (0.7) pt.
Total MOS 44.1% 42.0% 38.4% 2.1 pt. 3.6 pt.
Checks 39.0% 40.6% 43.3% (1.6) pt. (2.7) pt.
Forms, accessories and other products 16.9% 17.4% 18.3% (0.5) pt. (0.9) pt.
Total revenue 100.0% 100.0% 100.0%  

The number of orders increased slightly in 2019, as compared to 2018, due primarily to the growth in MOS, including the impact of acquisitions, partially offset by the continuing secular decline in check and forms usage. Revenue per order remained virtually unchanged in 2019, as compared to 2018, as the benefit of Small Business Services price increases and the mix of product and service revenue in each period were offset by the negative impact of continued check pricing pressure in Financial Services.

The number of orders decreased in each of the past 2 years2018, as compared to 2017, driven by the impact of the continuing secular decline in check and forms usage, partially offset by growth in MOS, including the impact of our acquisitions. Revenue per order increased in each of the


past 2 years2018, as compared to 2017, primarily due to the benefit of price increases and favorable product and service mix, partially offset by the impact of continued check pricing allowancespressure in Financial Services.



Consolidated Cost of Revenue
   Change   Change
(in thousands) 2017 2016 2015 2017 vs. 2016 2016 vs. 2015 2019 2018 2017 2019 vs. 2018 2018 vs. 2017
Total cost of revenue $742,090
 $667,241
 $639,209
 11.2% 4.4% $812,935
 $791,748
 $742,707
 2.7% 6.6%
Total cost of revenue as a percentage of total revenue 37.8% 36.1% 36.1% 1.7 pt.  40.5% 39.6% 37.8% 0.9 pt. 1.8 pt.

Cost of revenue consists primarily of raw materials used to manufacture our products, shipping and handling costs, third-party costs for outsourced products and services, payroll and related expenses, information technology costs, depreciation and amortization of assets used in the production process and in support of digital service offerings, and related overhead.

The increase in total cost of revenue for 2017,2019, as compared to 2016,2018, was primarily attributable to the increase in revenue, including incremental costs of businesses acquired of approximately $101.0$32.9 million, for acquired businesses.as well as increased shipping and material rates and an increase in medical costs of approximately $5.0 million in 2019. In addition, delivery ratesrestructuring and material costsintegration expense increased $2.1 million in 2017.2019. Partially offsetting these increases in total cost of revenue was the impact of the lower order volume for both personal and business checks, as well as forms and accessories sold by Small Business Services, and favorable product mix.Services. In addition, total cost of revenue decreased approximately $11.0 million due to manufacturing efficiencies and other benefits resulting from our continued cost reduction initiatives.initiatives resulted in a reduction in total cost of revenue of approximately $10.0 million. Total cost of revenue as a percentage of total revenue increased as compared to 2018, due in large part to the increase in service revenue, including the impact of acquisitions, as well as the increase in shipping, materials, medical, restructuring and integration costs, partially offset by Small Business Services price increases.

The increase in total cost of revenue for 2016,2018, as compared to 2015,2017, was primarily attributable to ourthe increase in revenue, including incremental costs of approximately $61.0acquired businesses of $40.5 million, for acquired businesses. In addition, delivery ratesas well as unfavorable product mix and increased shipping and material costs increasedrates in 2016.2018. Partially offsetting these increases in total cost of revenue was the impact of lower order volume for both personal and business checks, as well as forms and accessories sold by Small Business Services. In addition, total cost of revenue decreased approximately $15.0 million during 2016 due to manufacturing efficiencies and other benefits resulting from our continued cost reduction initiatives.initiatives of approximately $15.0 million. Total cost of revenue as a percentage of total revenue increased in 2018, as compared to 2017, due in large part to the impact of acquisitions, as well as the increase in service revenue.

Consolidated Selling, General & Administrative (SG&A) Expense
   Change   Change
(in thousands) 2017 2016 2015 2017 vs. 2016 2016 vs. 2015 2019 2018 2017 2019 vs. 2018 2018 vs. 2017
SG&A expense $828,832
 $805,970
 $774,859
 2.8% 4.0% $891,693
 $854,000
 $830,231
 4.4% 2.9%
SG&A expense as a percentage of total revenue 42.2% 43.6% 43.7% (1.4) pt. (0.1) pt. 44.4% 42.7% 42.2% 1.7 pt. 0.5 pt.

The increase in SG&A expense for 2017,2019, as compared to 2016,2018, was driven primarily by incremental operating expensescosts of $27.5 million from businesses acquired, businesses of approximately $63.0 million,including acquisition amortization, as well as investments in our transformation to One Deluxe, an increase in incentivethe Small Business Services commission rate on customer referrals, an increase of $7.0 million in share-based compensation expense, driven by an increase in the level of equity awards in 2019, a $6.5 million increase in medical costs, increased sales incentives in our data-driven marketing business and an increase in legal-related expenses of approximately $5.0 million$4.0 million. Also, during 2018, we recognized gains from sales of businesses and investmentscustomer lists within Small Business Services of $15.6 million. Further information regarding these asset sales can be found under the caption "Note 3: Supplemental balance sheet and cash flow information" in various revenue growth opportunities, including marketing investments and higher financial institution commission rates.the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. These increases in SG&A expense were partially offset by various expense reduction initiatives of approximately $34.0$40.0 million. Also, amortization expense related to acquisitions completed prior to 2018 decreased approximately $14.5 million primarily within our sales and marketing organizations, an $8.7 million gain from the sale of businesses within our Small Business Services segment and lower legal costs. Further information regarding the business sales can be found in the discussion of assets held for sale under the caption "Note 2: Supplemental balance sheet and cash flow information" of the Notes2019, as compared to Consolidated Financial Statements appearing in Item 8 of this report.2018.

The increase in SG&A expense for 2016,2018, as compared to 2015,2017, was driven primarily by incremental operating expensescosts of $51.0 million for acquired businesses as well asof approximately $39.4 million, innovation investments, in various revenue growth opportunities, and an increase in medicalSmall Business Services legal costs of approximately $3.0 million.$10.5 million related to certain resolved litigation matters, a higher average Small Business Services commission rate and Chief Executive Officer (CEO) transition costs of $7.2 million in 2018. These increases in SG&A expense were partially offset by various expense reduction initiatives of approximately $35.0 million, primarily within our sales and marketing organizations, as well as a decrease of approximately $6.0 millionand decreases in incentive compensation expense.and medical costs of approximately $5.0 million each. Also, during 2018, we recognized gains from sales of businesses and customer lists within Small Business Services of $15.6 million, compared to gains recognized in 2017 of $8.7 million. Further information regarding these asset sales can be found under the caption "Note 3: Supplemental balance sheet and cash flow information" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.

Net

Restructuring Chargesand Integration Expense
   Change   Change
(in thousands) 2017 2016 2015 2017 vs. 2016 2016 vs. 2015 2019 2018 2017 2019 vs. 2018 2018 vs. 2017
Net restructuring charges $8,562
 $7,124
 $4,418
 $1,438
 $2,706
Restructuring and integration expense $71,248
 $19,737
 $8,562
 $51,511
 $11,175

We recorded restructuring charges and reversals related to the cost reduction initiatives discussed under ExecutiveOverview. The net charges for each period primarily relate to costs of ourOur restructuring and integration activities suchincreased in each of the last 2 years, as employee severance benefits, information technology costs, employeewe are currently pursuing several initiatives designed to focus our business behind our growth strategy and equipment moves, training and travel.to increase our efficiency. In addition to the restructuring chargesexpense shown here, restructuring chargesand integration expense of$3.6 million in 2019, $1.5 million in 2018 and $0.6 million in 2017 and 2016 and $1.8 million in 2015 were


was included within total cost of revenue inon our consolidated statements of (loss) income. Further information can be found under Restructuring, Integration and Other Costs.

Asset Impairment Charges
   Change   Change
(in thousands) 2017 2016 2015 2017 vs. 2016 2016 vs. 2015 2019 2018 2017 2019 vs. 2018 2018 vs. 2017
Asset impairment charges $54,880
 $
 $
 $54,880
 $
 $390,980
 $101,319
 $54,880
 $289,661
 $46,439

During the third quarter of 2019, we recorded pretax asset impairment charges of $391.0 million related to goodwill and certain trade name, customer list and technology intangible assets. Further information regarding these charges can be found under the caption "Note 8: Fair value measurements" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.

During the third quarter of 2018, we recorded pretax asset impairment charges of $99.2 million related to goodwill and an indefinite-lived trade name, as well as certain customer list intangible assets. During the first quarter of 2018, we recorded a pretax asset impairment charge of $2.1 million related to an additional customer list intangible asset. Further information regarding these charges can be found under the caption "Note 8: Fair value measurements" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.

During the third quarter of 2017, we recorded pre-taxpretax asset impairment charges of $46.6 million within Small Business Services related to goodwill, the discontinued NEBS trade name and other non-current assets, primarily internal-use software. Further information regarding these charges can be found under the caption "Note 7:8: Fair value measurements" ofin the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. Also during 2017, we recorded pre-taxpretax asset impairment charges of $8.3 million related to a small business distributor that was sold during the second quarter of 2017. Further information regarding these charges can be found in the discussion of assets held for sale under the caption "Note 2:3: Supplemental balance sheet and cash flow information" ofin the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.

Loss on Early Debt ExtinguishmentInterest Expense
   Change   Change
(in thousands) 2017 2016 2015 2017 vs. 2016 2016 vs. 2015 2019 2018 2017 2019 vs. 2018 2018 vs. 2017
Loss on early debt extinguishment $
 $7,858
 $8,917
 $(7,858) $(1,059)
Interest expense $34,682
 $27,112
 $21,359
 27.9% 26.9%
Weighted-average debt outstanding 925,715
 796,667
 754,289
 16.2% 5.6%
Weighted-average interest rate 3.54% 3.21% 2.55% 0.33 pt. 0.66 pt.

DuringThe increase in interest expense for 2019, as compared to 2018, was driven primarily by our higher weighted-average debt level that funded share repurchases throughout 2019 and 2018 and acquisitions throughout 2018, as well as our higher weighted-average interest rate during 2019.

The increase in interest expense for 2018, as compared to 2017, was primarily driven by our higher weighted-average interest rate during 2018, as well as the fourthhigher weighted-average debt level used to fund share repurchases and acquisitions.

Income Tax Provision
    Change
(in thousands) 2019 2018 2017 2019 vs. 2018 2018 vs. 2017
Income tax provision $14,267
 $63,001
 $82,672
 (77.4%) (23.8%)
Effective tax rate (7.7%) 29.6% 26.4% (37.3) pt. 3.2 pt.



The decrease in our effective income tax rate for 2019, as compared to 2018, was driven primarily by the nondeductible portion of the goodwill impairment charges in each period, combined with the impact of the asset impairment charges on pretax (loss) income in each period. The larger non-deductible goodwill impairment charge in 2019 resulted in a decrease in our effective tax rate of 36.4 points, as compared to 2018. In addition, during the third quarter of 2016,2019, we retired all $200.0placed a full valuation allowance of $8.4 million on the intangible-related deferred tax asset generated by the impairment of intangible assets located in Australia, decreasing our 6.0% senior notes duetax rate 4.5 points. Partially offsetting these decreases in November 2020, realizingour effective income tax rate was an increase in our state income tax rate of 1.9 points, as compared to 2018, as well as a pre-tax lossbenefit of $7.9 million, consisting of a contractual call premium0.8 points in 2018 related to our accounting for the Tax Cuts and the write-off of related debt issuance costs. To fund the retirement, we amended the credit agreement governing our credit facility to include a new term loan facility.Jobs Act (the "2017 Tax Act"). Further information regarding the term loan facilityour effective tax rate for 2019, as compared to 2018, can be found under the caption "Note 13: Debt and lease obligations" of11: Income tax provision" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. We anticipate that our effective income tax rate for 2020 will be approximately 25%.

Effective January 1, 2018, federal tax reform under the 2017 Tax Act lowered the federal statutory tax rate by 14.0 points. Despite this decrease in the statutory tax rate, our effective tax rate increased for 2018, as compared to 2017, for several reasons, including the one-time impact of the 2017 Tax Act in 2017, which lowered our 2017 effective tax rate 6.6 points; the impact of the larger non-deductible goodwill impairment charge in 2018, which increased our tax rate 5.6 points as compared to 2017; the elimination of the qualified production activities deduction for 2018; favorable adjustments in 2017 related to the tax basis in a small business distributor that was sold; a lower federal benefit of state income taxes due to a lower federal tax rate; and a lower benefit from the tax effects of share-based compensation. A comparison of our effective tax rate for 2018, as compared to 2017, can be found under the caption "Note 11: Income tax provision" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.

During the first quarter of 2015, we retired all $200.0 million of our 7.0% senior notes due in March 2019, realizing a pre-tax loss of $8.9 million, consisting of a contractual call premium and the write-off of related debt issuance costs. We funded the retirement utilizing our revolving credit facility and a short-term bank loan that we repaid in December 2015.
Interest ExpenseDiluted (Loss) Earnings per Share
    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
  2019 2018 2017 2019 vs. 2018 2018 vs. 2017
Diluted (loss) earnings per share $(4.65) $3.16
 $4.72
 (247.2%) (33.1%)
Adjusted diluted EPS(1)
 6.82
 6.88
 6.18
 (0.9%) 11.3%

(1) Information regarding the calculation of adjusted diluted EPS can be found in the following section, Reconciliation of Non-GAAP Financial Measures.

The change in diluted loss per share for 2019, as compared to diluted EPS for 2018, was driven primarily by the increase in asset impairment charges of $289.7 million, an increase in restructuring, integration and other costs of $58.3 million in support of our growth strategies and to increase our efficiency, and continued volume reductions in personal and business checks and forms, due primarily to the secular decline in check and forms usage. Additionally, we made investments in our transformation to One Deluxe, shipping and material rates increased in 2019, medical costs increased approximately $11.5 million, interest expense increased $7.6 million, organic Small Business Services marketing solutions and web services revenue declined, and the Small Business Services commission rate on customer referrals increased. Additionally, share-based compensation increased $6.3 million, driven by an increase in the level of equity awards in 2019, and check pricing pressure within Financial Services continued. We also recognized gains from sales of businesses and customer lists within Small Business Services of $15.6 million in 2018 and our effective income tax rate was unfavorable in 2019, driven in large part by the higher goodwill impairment charges in 2019. These increases in diluted loss per share were partially offset by lower shares outstanding in 2019, a benefit of approximately $50.0 million from continuing initiatives to reduce our cost structure, the benefit of Small Business Services price increases, a decrease in amortization expense related to acquisitions completed prior to 2018 and incremental earnings from businesses acquired.

The decrease in interest expenseadjusted diluted EPS for 2017,2019, as compared to 2016,2018, was driven primarily driven by the continuing decline in checks, forms and accessories, investments in our transformation to One Deluxe, increased shipping and material rates, increased medical costs and interest expense, lower weighted-average interest rate in 2017 resulting from the fourth quarter 2016 retirement of long-term debt that carriedorganic Small Business Services marketing solutions and web services revenue, a higher interest rate.Small Business Services commission rate on customer referrals and continued check pricing pressure within Financial Services. These decreases in adjusted diluted EPS were partially offset by lower shares outstanding in 2019, benefits from our cost reduction initiatives, Small Business Services price increases and incremental earnings from businesses acquired.

The decrease in diluted EPS for 2018, as compared to 2017, was driven primarily by the increase in asset impairment charges of $46.4 million, volume reductions in personal and business checks and forms, due primarily to the secular decline in check and forms usage, and an increase in restructuring, integration and other costs of $12.1 million in support of our growth strategies and to increase our efficiency. Additionally, Deluxe Rewards revenue decreased, driven primarily by the loss of Verizon Communications Inc. as a customer in late 2017, Small Business Services legal costs increased due to certain resolved litigation matters, the Small Business Services commission rate increased, we incurred CEO transition costs of $7.2 million in 2018 and check pricing pressure within Financial Services continued. Also, our effective income tax rate was higher in 2018, as compared to 2017, driven primarily by the tax impact of the higher goodwill impairment charge in 2018. Partially offsetting these decreases in diluted EPS were continuing initiatives to reduce our cost structure, primarily within our sales, marketing and fulfillment organizations, the benefit of Small Business Services price increases, lower shares outstanding in 2018, as compared to 2017,


and lower medical and incentive compensation expense. In addition, 2016 included a chargewe recognized gains from sales of businesses and customer lists within Small Business Services of $15.6 million in 2018, compared to interest expensegains of $2.8$8.7 million resulting from the write-off of the fair value adjustment to hedged long-term debt when the debt was retired during the fourth quarter of 2016. Partially offsetting this decrease in interest expense was our higher weighted-average debt level during 2017.

The increase in interest expenseadjusted diluted EPS for 2016,2018, as compared to 2015,2017, was attributabledriven primarily by continuing initiatives to interestreduce our cost structure, primarily within our sales, marketing and fulfillment organizations, the benefit of Small Business Services price increases and lower medical and incentive compensation expense of $2.8 million resulting fromin 2018. Additionally, our effective income tax rate was lower in 2018, excluding the write-offimpact of the fair value adjustment2017 Tax Act and the goodwill impairment charges in both years, and shares outstanding were lower in 2018, as compared to hedged long-term debt when the debt was retired during 2016. In addition, our weighted-average debt outstanding increased during 2016.2017. Partially offsetting these increases in interest expense wasadjusted diluted EPS were volume reductions in personal and business checks and forms, the decreasedecline in Deluxe Rewards revenue, the increase in the Small Business Services commission rate and continued check pricing pressure within Financial Services.

Reconciliation of Non-GAAP Financial Measures

Note that we have not reconciled adjusted EBITDA or adjusted diluted EPS outlook guidance for 2020 to the directly comparable GAAP financial measure because we do not provide outlook guidance for net income or GAAP diluted EPS or the reconciling items between net income, adjusted EBITDA and GAAP diluted EPS. Because of the substantial uncertainty and variability surrounding certain of these forward-looking reconciling items, including asset impairment charges, restructuring, integration and other costs, and certain legal-related expenses, a reconciliation of the non-GAAP financial measure outlook guidance to the corresponding GAAP measure is not available without unreasonable effort. The probable significance of certain of these items is high and, based on historical experience, could be material.

Adjusted diluted EPS – By excluding the impact of non-cash items or items that we believe are not indicative of ongoing operations, we believe that adjusted diluted EPS provides useful comparable information to assist in analyzing our weighted-average interest rate as comparedcurrent period operating performance and in assessing our future operating performance. As such, adjusted diluted EPS is one of the key financial performance metrics we use to 2015, primarily driven byassess the March 2015 retirementoperating results and performance of long-term debt with an interest ratethe business and to identify strategies to improve performance. It is reasonable to expect that one or more of 7.0%. This debt was replaced with borrowings under our revolving credit facility, which had a weighted-average interest rate of 1.9% during 2016.the excluded items will occur in future periods, but the amounts recognized may vary significantly.



Income Tax ProvisionDiluted (loss) earnings per share reconciles to adjusted diluted EPS as follows:
    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.
  Year Ended December 31,
(in thousands, except per share amounts) 2019 2018 2017
Net (loss) income $(199,897) $149,630
 $230,155
Asset impairment charges 390,980
 101,319
 54,880
Acquisition amortization 70,720
 78,577
 74,944
Restructuring, integration and other costs 79,511
 21,203
 9,130
CEO transition costs(1)
 9,390
 7,210
 
Share-based compensation expense 19,138
 11,689
 15,109
Acquisition transaction costs 215
 1,719
 2,342
Certain legal-related expense 6,420
 10,502
 
Loss (gain) on sales of businesses and customer lists 124
 (15,641) (8,703)
Loss on debt retirement 
 453
 
Adjustments, pre-tax 576,498
 217,031
 147,702
Income tax provision impact of pre-tax adjustments(2)
 (81,868) (39,715) (56,024)
Impact of federal tax reform 
 (1,700) (20,500)
Adjustments, net of tax 494,630
 175,616
 71,178
Adjusted net income $294,733
 $325,246
 $301,333
       
GAAP Diluted EPS $(4.65) $3.16
 $4.72
Adjustments, net of tax 11.47
 3.72
 1.46
Adjusted Diluted EPS(3)
 $6.82
 $6.88
 $6.18

(1) Includes share-based compensation expense related to the modification of certain awards in conjunction with our CEO transition.

(2)The decreasetax effect of the pretax adjustments considers the tax treatment and related tax rate(s) that apply to each adjustment in ourthe applicable tax jurisdiction(s). Generally, this results in a tax impact that approximates the U.S. effective tax rate for 2017, as compared to 2016, was driven primarily byeach adjustment. However, the tax impact of federalcertain adjustments, such as asset impairment charges, share-based compensation expense and CEO transition costs, depends on whether the amounts are deductible in the respective tax reform underjurisdictions and the Tax Cuts and Jobs Act of 2017, which reduced income tax expense $20.5 million and reduced ourapplicable effective tax rate 6.6 points.rate(s) in those jurisdictions.

(3) The total of weighted-average shares and potential common shares outstanding used in the calculation of adjusted diluted EPS for 2019 was 158 thousand shares higher than that used in the GAAP diluted EPS calculation. Because of our net loss in 2019, the GAAP calculation includes no impact for potential common shares because their effect would have been antidilutive.

Adjusted EBITDA – We believe that adjusted EBITDA is useful in evaluating our operating performance, as the calculation eliminates the effect of interest expense, income taxes, the accounting effects of capital investments (i.e., depreciation and amortization) and certain items, as presented below, that may vary for companies for reasons unrelated to overall operating performance. In addition, management utilizes adjusted EBITDA to assess the operating results and performance of the business, to perform analytical comparisons and to identify strategies to improve performance. We also believe that an increasing adjusted EBITDA depicts increased ability to attract financing and an increase in the value of the company. We do not consider adjusted EBITDA to be a measure of cash flow, as it does not consider certain cash requirements such as interest, income taxes or debt service payments.



Net (loss) income reconciles to adjusted EBITDA as follows:
  Year Ended December 31,
(in thousands) 2019 2018 2017
Net (loss) income $(199,897) $149,630
 $230,155
Interest expense 34,682
 27,112
 21,359
Income tax provision 14,267
 63,001
 82,672
Depreciation and amortization expense 126,036
 131,100
 122,652
Asset impairment charges 390,980
 101,319
 54,880
Restructuring, integration and other costs 79,511
 21,203
 9,130
CEO transition costs(1)
 9,390
 7,210
 
Share-based compensation expense 19,138
 11,689
 15,109
Acquisition transaction costs 215
 1,719
 2,342
Certain legal-related expense 6,420
 10,502
 
Loss (gain) on sales of businesses and customer lists 124
 (15,641) (8,703)
Loss on debt retirement 
 453
 
Adjusted EBITDA $480,866
 $509,297
 $529,596

(1) Includes share-based compensation expense related to the modification of certain awards in conjunction with our CEO transition.


RESTRUCTURING, INTEGRATION AND OTHER COSTS

Restructuring and integration expense consists of costs related to the consolidation and migration of certain applications and processes, including our financial, sales and human resources management systems. It also includes costs related to the integration of acquired businesses into our systems and processes. These costs primarily consist of information technology consulting and project management services and internal labor, as well as other miscellaneous costs associated with our initiatives, such as training, travel and relocation. In addition, we recorded employee severance costs related to these initiatives, as well as our ongoing cost reduction initiatives, across functional areas. Our restructuring and integration activities increased in 2019, as we are currently pursuing several initiatives designed to focus our business behind our growth strategy and to increase our efficiency. Further information regarding the impact of this legislationrestructuring and integration expense can be found under the caption "Note 9: Income tax provision" ofRestructuring and integration expense" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. Also reducing our effective tax rate in 2017 was the impact of the asset impairment charges recorded during 2017In addition to restructuring and integration expense, we also recognized certain business transformation costs related to optimizing our business processes in line with our growth strategies. These costs totaled $4.7 million in 2019. As discussed in Executive Overview, we plan to invest approximately $70.0 million in 2020 to build out our technology platforms, consisting of capitalized cloud computing implementation costs and expense items. We plan to fund a small business distributor that was sold during the second quarterlarge portion of 2017. These impairment charges reduced the book basis of the assets relative to our tax basis in the stock of the small business distributor, which increased the related deferred tax asset $1.7 million. In addition, we reversed tax reserves upon the completion of audit activity during 2017. Partially offsetting these decreases in our effective tax rate was the impact of the goodwill impairment charge in 2017, which increased our effective tax rate 1.5 points. We expect that our effective tax rate for 2018 will be approximately 25%.

The decrease in our effective tax rate for 2016, as compared to 2015, was primarily due to the tax impact of stock-based compensation, which reduced income tax expense $4.0 million for 2016 and reduced our effective tax rate 1.2 points. In addition, our effective tax rate for 2016 included the benefit of the reversal of a foreign valuation allowance of $0.5 million. Partially offsetting these decreases in our effective tax rate for 2016 was a lower production activities deduction and a higher state income tax rate in 2016, as well as a higher benefit in 2015 related to company-owned life insurance policies.


RESTRUCTURING COSTS

We have recorded expenses related to our restructuring activities, including accruals consisting primarily of employee severance benefits, as well as costs that are expensed when incurred, including information technology costs, employee and equipment moves, training and travel. Our restructuring activities are driven by ourinvestments through structural cost reduction and integration initiatives, including employee reductions in various functional areas, as well as the closing of facilities. During 2017, we closed a retail packaging sales location, a fulfillment facility and 2 administrative facilities. During 2016, we closed a printing facility, a call center, 2 warehouses and a facility housing general office space, and during 2015, we closed 2 call centers, a sales office, a warehouse, a fulfillment facility and a facility that contained both fulfillment and call center functions. Restructuring costs have been reduced by the reversal of severance accruals when fewer employees receive severance benefits than originally estimated.

Net restructuring charges for the years ended December 31 were as follows:
(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
savings.

The majority of the employee reductions included in our restructuring and integration accruals are expected to be completed by mid-2018,in the first quarter of 2020, and we expect most of the related severance payments to be paid by the third quarter of 2018, utilizing cash from operations.

2020. As a result of our employee reductions, and facility closings, we realized cost savings of approximately $2.0$15.0 million in SG&A expense and $2.0 million in total cost of revenue and $16.0 millionin SG&A expense in 2017,2019, in comparison to our 20162018 results of operations, which represents a portion of the approximately $45.0 million of total net cost reductions we realized in 2017. In 2018,2019. For those employee reductions included in our restructuring and integration accruals as of December 31, 2019, we expect to realize cost savings of approximately $2.0$2.0 million in total cost of revenue and $11.0$2.0 million in SG&A expense in 2020, in comparison to our 20172019 results of operations, which represents a portion of the estimated $50.0 million of total net cost reductions we expect to realize in 2018. Expense reductions consist primarily of labor and facility costs. Information about the other initiatives driving our cost savings can be found in Executive Overview.



Further information regarding our restructuring charges can be found under the caption “Note 8: Restructuring charges” of the Notes to Consolidated Financial Statements appearing in Item 8 of this report.2020.





CEO TRANSITION COSTS

In April 2018, we announced the retirement of Lee Schram, our former CEO. Mr. Schram remained employed under the terms of a transition agreement through March 1, 2019. Under the terms of this agreement, we provided certain benefits to Mr. Schram, including a transition bonus in the amount of $2.0 million that was paid in March 2019. In addition, modifications were made to certain of his share-based payment awards. In conjunction with the CEO transition, we offered retention agreements to certain members of our management team under which each employee was entitled to receive a cash bonus equal to his or her annual base salary or up to 1.5 times his or her annual base salary if he or she remained employed during the retention period, generally from July 1, 2018 to December 31, 2019, and complied with certain covenants. In addition to these expenses, we incurred certain other costs related to the CEO transition process, including executive search, legal, travel and board of directors fees in 2018. During 2019, we incurred consulting fees related to the evaluation of our strategic plan and we expensed the majority of the current CEO's signing bonus. CEO transition costs are included in SG&A expense on the consolidated statements of (loss) income and were $9.4 million for 2019 and $7.2 million for 2018. The majority of the remaining management retention bonuses were paid in early 2020. Accruals for CEO transition costs were included within accrued liabilities on the consolidated balance sheet and were $4.4 million as of December 31, 2019.


SEGMENT RESULTS

Additional financial information regarding our business segments appears under the caption “Note 16:19: Business segment information” ofin the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.

Small Business Services

This segment's products and services are promoted through direct response mail and internet advertising; referrals from financial institutions, telecommunications clients and other partners; networks of Safeguard distributors and independent dealers; a direct sales force that focuses on selling to and through major accounts; and an outbound telemarketing group. Results for thisour Small Business Services segment were as follows:
       Change       Change
(in thousands) 2017 2016 2015 2017 vs. 2016 2016 vs. 2015 2019 2018 2017 2019 vs. 2018 2018 vs. 2017
Total revenue $1,239,739
 $1,195,743
 $1,151,916
 3.7% 3.8% $1,255,779
 $1,283,620
 $1,239,739
 (2.2%) 3.5%
Operating income 182,807
 208,789
 203,933
 (12.4%) 2.4%
Operating (loss) income (124,235) 119,808
 181,528
 (203.7%) (34.0%)
Operating margin 14.7% 17.5% 17.7% (2.8) pt. (0.2) pt. (9.9%) 9.3% 14.6% (19.2) pt. (5.3) pt.

The decrease in total revenue for 2019, as compared to 2018, was driven by lower order volume, primarily related to checks, forms and accessories, as secular check and forms usage continues to decline. Small business marketing solutions volume also decreased approximately $11.0 million due to the loss of a large customer and a decline in promotional products, and web services volume decreased approximately $9.0 million, excluding the effect of 2018 acquisitions, due primarily to a reduction in search and email marketing and web hosting volume. In addition, revenue was negatively impacted $4.3 million by foreign currency exchange rate changes. These decreases in revenue were partially offset by the benefit of price increases and incremental revenue of approximately $16.1 million from businesses acquired in 2018. Information about our acquisitions can be found under the caption "Note 6: Acquisitions" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.

The operating loss for 2019, as compared to operating income for 2018, was driven primarily by an increase in asset impairment charges of $174.1 million. The higher charges resulted in a 14.0 point reduction in operating margin in 2019, as compared to 2018. Further information regarding the asset impairment charges can be found under the caption “Note 8: Fair value measurements” in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. In addition, operating loss increased due to a $41.8 million increase in restructuring, integration and other costs in support of our growth strategies and to increase our efficiency, as well as the lower order volume for checks, forms, accessories, marketing solutions and web services. Also contributing to the increase in operating loss was investments in our transformation to One Deluxe, an increase in the commission rate on customer referrals, increased medical costs, higher material and shipping rates and a $2.8 million increase in share-based compensation, driven by an increase in the level of equity awards in 2019. Also, during 2018, we recognized gains from sales of businesses and customer lists of $15.6 million. Further information regarding these asset sales can be found under the caption "Note 3: Supplemental balance sheet and cash flow information" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. Partially offsetting these increases in operating loss was the benefit of price increases, benefits of our cost reduction initiatives and lower legal-related expenses in 2019, as we recorded $10.5 million of expense in 2018 related to certain resolved litigation matters. Additionally, acquisition amortization decreased $5.6 million compared to 2018.

The increase in total revenue for 2017,the 2018, as compared to 2016,2017, was driven by incremental revenue from acquired businesses of approximately $56.0$53.5 million as well asand the benefit of price increases. Information about our acquisitions can be found


under the caption “Note 5:6: Acquisitions” ofin the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. These increases in revenue were partially offset by lower order volume, primarily related to checks, forms and accessories, as secular check and forms usage continues to decline, as well asdecline. Search and email marketing volume also decreased approximately $6.0 million due to the strategic decision to eliminate low margin business.loss of a customer.

The decreasedecreases in operating income and operating margin for 2017,2018, as compared to 2016, was2017, were primarily due to pre-taxdriven by an increase in asset impairment charges of $54.9 million related to goodwill, the discontinued NEBS trade name,$44.6 million. The higher charges resulted in a small business distributor that was sold during the second quarter of 2017, and other non-current assets, primarily internal-use software. These charges reduced3.3 point reduction in operating margin 4.4 points forin 2018, compared to 2017. Further information regarding thesethe asset impairment charges can be found under the caption "Note 7:8: Fair value measurements" ofin the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. In addition, operating income was impacted bydecreased due to lower order volume for checks, forms and accessories; investmentsaccessories, driven by the continuing secular decline in various revenue growth opportunities, including marketing investmentscheck and forms usage, as well as higher financial institution commission, rates; higher incentive compensation expense; and increased material and delivery rates.shipping rates in 2018, innovation investments, legal costs of $10.5 million related to certain resolved litigation matters, and a $5.5 million increase in restructuring and integration expense. Also, $4.0 million of our CEO transition costs were allocated to this segment in 2018. Partially offsetting these decreases in operating income were price increases and benefits of our cost reduction initiatives, as well as gains of $8.7 million from the sale of businesses in 2017. Further information regarding the business sales can be found in the discussion of assets held for sale under the caption "Note 2: Supplemental balance sheet and cash flow information" of the Notes to Consolidated Financial Statements appearing in Item 8 of this report. The results of acquired businesses resulted in a slight increase in operating income for 2017, including acquisition-related amortization, but resulted in a 0.9 point decrease in operating margin for 2017.

The increase in total revenue for 2016, as compared to 2015, was driven by incremental revenue of approximately $75.0 million from acquired businesses, as well as the benefit of price increases. Further information about our acquisitions can be found under the caption “Note 5: Acquisitions” of the Notes to Consolidated Financial Statements appearing in Item 8 of this report. These increases in revenue were partially offset by lower order volume, primarily related to business checks, forms and accessories, as check and forms usage continues to decline. In addition, revenue declined due to an unfavorable currency exchange rate impact of approximately $3.0 million.

The increase in operating income for 2016, as compared to 2015, was primarily due to price increases, benefits of our cost reduction initiatives and lower incentive compensation expense. Partially offsettingand medical costs. In addition, we recognized gains from sales of businesses and customer lists in 2018 of $15.6 million, compared to gains of $8.7 million in 2017. Further information regarding these increasesasset sales can be found under the caption "Note 3: Supplemental balance sheet and cash flow information" in operating income were increased delivery rates and material coststhe Notes to Consolidated Financial Statements appearing in 2016, higher medical costs and an increase in commission expensePart II, Item 8 of approximately $2.0 million due primarily to increased financial institution commission rates. While the impactthis report. The results of acquired businesses was slightly positive tocontributed operating income of $3.6 million for 2016,2018, including acquisition-related amortization, but resulted in a 0.5 point decrease in operating margin decreased 1.1 points for 2016 due to acquired businesses.


margin.

Financial Services

Financial Services' products and services are sold primarily through a direct sales force, which executes product and service supply contracts with our financial institution clients, including banks, credit unions and financial services companies. Results for thisour Financial Services segment were as follows:
       Change       Change
(in thousands) 2017 2016 2015 2017 vs. 2016 2016 vs. 2015 2019 2018 2017 2019 vs. 2018 2018 vs. 2017
Total revenue $585,275
 $499,976
 $455,390
 17.1% 9.8% $633,498
 $586,967
 $585,275
 7.9% 0.3%
Operating income 101,644
 106,820
 91,539
 (4.8%) 16.7%
Operating (loss) income (67,524) 69,939
 101,047
 (196.5%) (30.8%)
Operating margin 17.4% 21.4% 20.1% (4.0) pt. 1.3 pt. (10.7%) 11.9% 17.3% (22.6) pt. (5.4) pt.

The increase in total revenue for 2017,2019, as compared to 2016,2018, was driven by growth in MOSincremental treasury management revenue of approximately $106.0$49.1 million from businesses acquired. Information regarding our acquisitions can be found under the caption "Note 6: Acquisitions" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. In addition, data-driven marketing volume increased. Partially offsetting these increases in revenue was lower check order volume, due primarily to the continued secular decline in check usage, as well as a decrease in treasury management volume of approximately $3.6 million for 2019, excluding the incremental revenue from acquisitions, due to a customer electing to bring its services in-house and a reduction in software maintenance revenue. In addition, revenue was negatively affected by continued check pricing pressure.

The operating loss for 2019, as compared to operating income for 2018, was primarily due to an increase in asset impairment charges of $115.5 million. The higher charges resulted in an 18.2 point reduction in operating margin in 2019, as compared to 2018. Further information regarding the asset impairment charges can be found under the caption “Note 8: Fair value measurements” in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. In addition, operating loss increased due to a $12.2 million increase in restructuring, integration and other costs in support of our growth strategies and to increase our efficiency, as well as lower check order volume, investments in our transformation to One Deluxe, a $5.0 million increase in legal-related expenses in 2019, increased medical costs, higher material and shipping rates, a $4.4 million increase in share-based compensation, driven by an increase in the level of equity awards in 2019, and continued check pricing pressure. Partially offsetting these increases in operating loss were benefits of our continuing cost reduction initiatives and a contribution of approximately $4.4 million from businesses acquired, including acquisition amortization.

The increase in total revenue for 2018, as compared to 2017, was driven by increased treasury management solutions revenue, including incremental revenue from acquired businesses of approximately $117.0$33.2 million. The increase from acquisitions was partially offset by a decrease in Deluxe Rewards revenue of approximately $9.0 million driven primarily by pricing adjustments and the loss of Verizon Communications Inc. as a customer. Further informationInformation about our acquisitions can be found under the caption “Note 5:6: Acquisitions” ofin the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. In addition,This increase in revenue benefited from price increases. Partially offsetting these revenue increases was partially offset by lower check order volume due to the continued secular decline in check usage,usage. In addition, Deluxe Rewards revenue decreased approximately $11.0 million due to the loss of Verizon Communications Inc. as well as the impact ofa customer in late 2017, and revenue was negatively impacted by continued check pricing allowances.pressure.

The decreasedecreases in operating income and operating margin for 2017,2018, as compared to 2016, was2017, were primarily due to the impact of lower check order volume; continued pricing allowances; higher incentive compensation expense; increased delivery and material rates; andvolume, the impact of the decline in Deluxe Rewards revenue.revenue, continued check pricing pressure, innovation investments, increased material and shipping rates in 2018 and factors affecting the profitability of our data-driven marketing offerings. In addition, restructuring and integration expense was $5.7 million higher than in 2017, driven by the integration of acquired businesses and the consolidation of information technology systems, and $3.0 million of our CEO transition costs were


allocated to this segment in 2018. Partially offsetting these decreases in operating income and operating margin in 2018 were price increases and the benefitbenefits of our continuing cost reduction initiatives.initiatives and lower incentive compensation and medical costs. While acquired businesses contributed approximately $7.0$3.1 million to operating income in 2017,2018, including acquisition-related amortization, operating margin decreased 3.00.3 points for 20172018 due to acquired businesses.

Direct Checks

Results for our Direct Checks segment were as follows:
        Change
(in thousands) 2019 2018 2017 2019 vs. 2018 2018 vs. 2017
Total revenue $119,438
 $127,438
 $140,542
 (6.3%) (9.3%)
Operating income 33,618
 41,474
 46,601
 (18.9%) (11.0%)
Operating margin 28.1% 32.5% 33.2% (4.4) pt. (0.7) pt.

The increasedecrease in revenue for 2016, as compared to 2015, was driven by growth in MOS revenue of approximately $48.0 million for 2016, including incremental revenue from acquired businesses of approximately $39.0 million, as well as growth of approximately $8.0 million in revenue from treasury management solutions. Further information about our acquisitions can be found under the caption “Note 5: Acquisitions”each of the Notes to Consolidated Financial Statements appearing in Item 8 of this report. In addition, revenue benefited from previous price increases. Partially offsetting these revenue increasespast 2 years was lower check order volumeprimarily due to the continuedreduction in orders stemming from the continuing secular decline in check usage, as well as the impact of continued pricing allowances.usage.

The increasedecreases in operating income and operating margin for 2016,2019, as compared to 2015, was2018, were due primarily due to previous price increases, the benefitrevenue decline, as well as a $4.3 million increase in restructuring, integration and other costs in support of our continuing cost reduction initiatives, compensation expense in 2015 of approximately $4.0 million for an earn-out agreement relatedgrowth strategies and to a 2013 acquisition and lower incentive compensation expense. Partially offsetting these increases in operating income was the impact of lower check order volume, continued pricing allowances, investments in revenue growth opportunitiesincrease our efficiency, increased medical costs and increased delivery, material and medical costsshipping rates in 2016. Additionally, transaction costs related to acquisitions increased approximately $3.0 million in 2016 due to costs associated with the acquisition of FMCG in December 2016, and restructuring costs increased approximately $1.0 million. Further information regarding restructuring costs can be found under Restructuring Costs. While the impact of acquired businesses was slightly positive to operating income for 2016, including acquisition-related amortization, operating margin decreased 1.5 points for 2016 due to acquired businesses.

Direct Checks

Direct Checks sells products and services directly to consumers using direct marketing, including print advertising and search engine marketing and optimization strategies. Direct Checks sells under various brand names, including Checks Unlimited®, Designer Checks®, Checks.com®, Check Gallery®, The Styles Check Company®, and Artistic Checks®, among others. Results for this segment were as follows:
        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.

The decrease in revenue for 2017, as compared to 2016, was primarily due to a reduction in orders stemming from the continued decline in check usage. Partially offsetting the volume decline was higher revenue per order, driven by price increases and various sales initiatives.



The decrease2019. These decreases in operating income and operating margin for 2017, as compared to 2016, was due primarily to lower order volume and increased delivery and material costs in 2017. These decreases in operating income were partially offset by benefits from our cost reduction initiatives, including lower advertising expense driven by changes in circulation intended to maximize response rates, and higher revenue per order.advertising print reduction initiatives.

The decrease in revenue for 2016, as compared to 2015, was primarily due to a reduction in orders stemming from the continued decline in check usage. Partially offsetting the volume decline was higher revenue per order, primarily driven by an improved call center incentive plan.

The decreasedecreases in operating income and operating margin for 2016,2018, as compared to 2015, was2017, were due primarily to the lower order volume and increased deliveryshipping rates and material costs in 2016.2018. These decreases in operating income and operating margin were partially offset by benefits from our cost reduction initiatives, including lower advertising expense driven by advertising print reduction initiatives, as well as higher revenue per order.lower incentive compensation and medical costs.


CASH FLOWS AND LIQUIDITY

CASH FLOWS AND LIQUIDITY
As of December 31, 20172019, we held cash and cash equivalents of $59.273.6 million. and cash and cash equivalents included in funds held for customers of $101.2 million. The following table shows our cash flow activity for the lastpast 3 years, and should be read in conjunction with the consolidated statements of cash flows appearing in Part II, Item 8 of this report.
       Change       Change
(in thousands) 2017 2016 2015 2017 vs. 2016 2016 vs. 2015 2019 2018 2017 2019 vs. 2018 2018 vs. 2017
Net cash provided by operating activities $338,431
 $319,312
 $309,631
 $19,119
 $9,681
 $286,653
 $339,315
 $338,431
 $(52,662) $884
Net cash used by investing activities (180,891) (310,786) (251,140) 129,895
 (59,646) (75,751) (275,414) (180,891) 199,663
 (94,523)
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
Net cash used by financing activities (186,794) (39,825) (182,956) (146,969) 143,131
Effect of exchange rate change on cash, cash equivalents, restricted cash and restricted cash equivalents 5,444
 (7,636) 5,370
 13,080
 (13,006)
Net change in cash, cash equivalents, restricted cash and restricted cash equivalents $29,552
 $16,440

$(20,046) $13,112
 $36,486

The $19.1$52.7 million decrease in net cash provided by operating activities for 2019, as compared to 2018, was due primarily to increased restructuring and integration activities in support of our growth strategies and to increase our efficiency, the continuing secular decline in check and forms usage, the payment of certain legal-related expenses, including $12.5 million accrued in the prior year and paid in the first quarter of 2019, an increase of $10.1 million in medical benefit payments and a $7.3 million increase in interest payments. These decreases in operating cash flow were partially offset by benefits of our cost reduction initiatives, a $27.5 million reduction in income tax payments in 2019, the timing of accounts receivable collections and annual billings in certain of our businesses and Small Business Services price increases.



The $0.9 million increase in net cash provided by operating activities for 2017,2018, as compared to 2016,2017, was primarily due to cash generated by operations, an $11.6a $36.6 million decrease in payments for incentive compensation and the payment in 2016 of an incentive related to a 2013 acquisition. These increases in net cash provided by operating activities were partially offset by a $27.6 million increasereduction in income tax payments, as well as higher contract acquisition payments.

The $9.7the benefit of cost reduction initiatives and price increases, the timing of collections of receivables, a $7.2 million increase in net cash provided by operating activities for 2016, as compared to 2015, was primarily due to stronger operating performance and a $13.7 million decrease in income tax payments. These increases in net cash provided by operating activities were partially offset by a $10.3 million increase in contract acquisition payments, a $7.5 million increasereduction in medical benefit payments and a $3.3 million decrease in prepaid product discount payments. These increases in operating cash flow were mostly offset by the paymentcontinuing secular decline in 2016check and forms usage, lower Financial Services Deluxe Rewards revenue, higher restructuring and integration costs in 2018, the timing of accounts payable payments and a $5.4$6.4 million incentive related to a 2013 acquisition. The increase in medical benefit payments was due to increased medical costs in 2016, as well as the use in 2015 of the remaining assets of the trust we used to fund medical benefits, which was discontinued effective December 31, 2015.


interest payments.

Included in net cash provided by operating activities were the following operating cash outflows:
       Change       Change
(in thousands) 2017 2016 2015 2017 vs. 2016 2016 vs. 2015 2019 2018 2017 2019 vs. 2018 2018 vs. 2017
Income tax payments $124,878
 $97,309
 $110,999
 $27,569
 $(13,690) $60,764
 $88,253
 $124,878
 $(27,489) $(36,625)
Medical benefit payments(1)
 38,806
 35,217
 27,764
 3,589
 7,453
 41,714
 31,610
 38,806
 10,104
 (7,196)
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) 33,227
 25,910
 19,465
 7,317
 6,445
Prepaid product discount payments 25,637
 23,814
 27,079
 1,823
 (3,265)
Performance-based compensation payments(1)
 23,583
 21,780
 21,174
 1,803
 606
Severance payments 6,981
 5,938
 5,172
 1,043
 766
 10,585
 6,971
 6,981
 3,614
 (10)
Incentive payment related to previous acquisition 
 5,434
 
 (5,434) 5,434

(1) For 2015, this amount represents payments made to fund our voluntary employee beneficiary association (VEBA) trust used to pay medical benefits, as well as retiree medical benefits paid from company funds. The VEBA trust was discontinued effective December 31, 2015. For 2017 and 2016, this amount represents cash payments made directly to medical service providers for employee medical benefits, as well as retiree medical benefits paid from company funds.

(2) Amounts reflect paymentscompensation based on total company performance.

Net cash used by investing activities in 2017for 2019 was $129.9$199.7 million lower than in 2016,2018, driven primarily by a decrease of $202.7 million in payments for acquisitions. Our One Deluxe growth strategy focuses on profitable organic growth, supplemented by acquisitions, of $131.7 million. In 2017, we made aggregate paymentsrather than being dependent on acquisitions for growth. As such, the amount paid for acquisitions of $139.2 million, net of cash acquired, compared to aggregate payments for acquisitions of $270.9 million in 2016, net of cash acquired.2019 decreased significantly from 2018. Information regardingabout our acquisitions can be found under the caption “Note 5:6: Acquisitions” ofin the Notes to Consolidated Financial Statements appearing in thePart II, Item 8 of this report.

Net cash used by investing activities in 2016for 2018 was $59.6$94.5 million higher than in 2015,2017, driven primarily by an increase of $75.0 million in payments for acquisitions of $57.9 million. In 2016, we made aggregate payments for acquisitions of $270.9 million, net of cash acquired, compared to aggregate payments for acquisitions of $213.0 million in 2015, net of cash acquired. Information regardingacquisitions. Further information about our acquisitions can be found under the caption “Note 5:6: Acquisitions” ofin the Notes to Consolidated Financial Statements appearing in thePart II, Item 8 of this report. In addition, purchases of capital assets increased $14.8 million, as we continued to invest in key revenue growth initiatives and order fulfillment and information technology infrastructure. We also had proceeds of $3.5 million in 2017 from the redemption of marketable securities that were acquired as part of the acquisition of RDM Corporation in April 2017.

Net cash used by financing activities in 2017for 2019 was $181.2$147.0 million higher than in 2016,2018, due primarily to a net decrease in borrowings on long-term debt of $227.6 million, as our borrowings were higher in 2018 to fund acquisitions and share repurchases. This increase in cash used by financing activities was partially offset by a decrease in share repurchases of $81.5 million.

Net cash used by financing activities for 2018 was $143.1 million lower than in 2017, due primarily to a net increase in paymentsborrowings on long-term debt of $168.0$252.3 million and the net change in customer funds obligations of $26.3 million. Partially offsetting these decreases in cash used by financing activities was a $9.8$135.0 million increase in share repurchases and a $3.8$3.0 million increase in employee taxes paidpayments for shares withhelddebt issuance costs related to stock-based compensation activity.

Net cash provided by financing activitiesthe revolving credit agreement executed in 2016 was $52.7 million higher than in 2015, due primarily to an increase in net borrowings of $50.9 million, which were used primarily for acquisitions and share repurchases. In addition, payments for share repurchases were $4.7 million less in 2016.March 2018.

Significant cash transactions, excluding those related to operating activities, for each period were as follows:
       Change       Change
(in thousands) 2017 2016 2015 2017 vs. 2016 2016 vs. 2015 2019 2018 2017 2019 vs. 2018 2018 vs. 2017
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
 $(118,547) $(200,000) $(65,000) $81,453
 $(135,000)
Purchases of capital assets (66,595) (62,238) (47,450) (4,357) (14,788)
Cash dividends paid to shareholders (58,098) (58,720) (59,755) 622
 1,035
 (51,742) (56,669) (58,098) 4,927
 1,429
Net change in debt (51,165) 116,811
 65,938
 (167,976) 50,873
 (26,500) 201,147
 (51,165) (227,647) 252,312
Purchases of capital assets (47,450) (46,614) (43,261) (836) (3,353)
Payments for acquisitions, net of cash acquired (11,605) (214,258) (139,223) 202,653
 (75,035)
Employee taxes paid for shares withheld (3,935) (7,977) (9,377) 4,042
 1,400
Net change in customer funds obligations 12,598
 20,279
 (6,007) (7,681) 26,286
Proceeds from issuing shares under employee plans 9,033
 9,114
 5,895
 (81) 3,219
 3,198
 7,523
 9,033
 (4,325) (1,510)

We anticipate that net

As of December 31, 2019, our foreign subsidiaries held cash provided by operating activities willand cash equivalents of $69.0 million. Deferred income taxes have not been recognized on unremitted earnings of our foreign subsidiaries, as these amounts are intended to be between $360.0 millionreinvested indefinitely in the operations of those subsidiaries. If we were to repatriate all of our foreign cash and $380.0 million in 2018, compared to $338.4 million in 2017, driven by stronger operating performance andcash equivalents into the U.S. at one time, we estimate we would incur a decrease in incomeforeign withholding tax paymentsliability of approximately $25.0 million driven primarily by the Tax Cuts and Jobs Act of 2017, partially offset by higher interest and medical payments. $3.0 million.

We anticipate that net cash generated by operating activities in 2018,2020, along with availability under our revolving credit facility, will be utilizedsufficient to support our operations for dividend payments,the next 12 months, including capital expenditures of approximately $55.0$70.0 million,, and dividend payments, required debt principal and interest payments and periodic share repurchases, as well as likelypossible acquisitions. We intend to focus our capital spending on key revenue growth initiatives, and investments in order fulfillmentsales and financial technology and information technology infrastructure. As of December 31, 2017, $101.62019, $261.1 million was available for borrowing under our revolving credit facility. To the extent we generate excess cash, we plan to opportunistically repurchase common shares and/or reduce the amount outstanding under our credit facility agreement.



As of December 31, 2017, we intend to indefinitely reinvest the undistributed earnings of our subsidiaries located outside of the United States and, therefore, no deferred income taxes have been recognized for the tax effects of repatriation. After enactment of the Tax Cuts and Jobs Act of 2017, the tax effects would generally be limited to foreign withholding taxes on any distributions. As of December 31, 2017, the amount of cash and cash equivalents held by our foreign subsidiaries was $40.0 million, primarily We expect that share repurchases in Canada. If we were to repatriate all of our foreign cash and cash equivalents into the United States at one time, we would incur a tax liability of approximately $2.0 million, based on current tax laws.

We believe that cash generated by operating activities, along with availability under our revolving credit facility,2020 will be sufficient to supportlower than in recent years while we invest in our operations in 2018, including dividend payments, capital expenditures, required debt principal and interest payments, and periodic share repurchases, as well as likely acquisitions. We also believe we have access to capital markets should additional cash be necessary to fund acquisitions that exceed amounts available under our credit facility. As of December 31, 2017, $707.9 million was outstanding under our credit facility agreement that matures in February 2019. We plan to obtain a new multi-year credit facility to refinance amounts outstanding under the current credit facility and to satisfy those obligations. We have been successful in obtaining long-term financing with terms and in amounts adequate to meet our objectives in the past, and we expect to execute the new credit facility in the first half of 2018.One Deluxe strategy.


CAPITAL RESOURCES

Our total debt was $709.3$883.5 million as of December 31, 20172019, a decrease of $49.328.4 million from December 31, 20162018. Further information concerning our outstanding debt can be found under the caption "Note 13: Debt and lease obligations” of15: Debt” in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. Information regarding our debt service obligations can be found under Off-Balance Sheet Arrangements, Guarantees and Contractual Obligations.

Our capital structure for each period was as follows:
 December 31, 2017 December 31, 2016   December 31, 2019 December 31, 2018  
(in thousands) Amount 
Weighted-
average interest rate
 Amount 
Weighted-
average interest rate
 Change Amount Period-end interest rate Amount Period-end interest rate Change
Fixed interest rate(1) $1,914
 2.0% $1,685
 2.0% $229
 $200,000
 3.2% $1,864
 2.0% $198,136
Floating interest rate 707,386
 3.0% 756,963
 2.2% (49,577) 683,500
 3.0% 910,000
 3.8% (226,500)
Total debt 709,300
 3.0% 758,648
 2.2% (49,348) 883,500
 3.0% 911,864
 3.8% (28,364)
Shareholders’ equity 1,015,013
  
 880,970
  
 134,043
 570,861
  
 915,413
  
 (344,552)
Total capital $1,724,313
  
 $1,639,618
  
 $84,695
 $1,454,361
  
 $1,827,277
  
 $(372,916)

During 2017,(1) The fixed interest rate amount as of December 31, 2019 represents the amount drawn under our revolving credit facility that is subject to an interest rate swap agreement. The related interest rate includes the fixed rate under the swap of 1.798% plus the credit facility spread due on all amounts outstanding under the credit facility agreement. The fixed interest rate amount as of December 31, 2018 represents amounts outstanding under capital lease obligations. Upon adoption of Accounting Standards Update (ASU) No. 2016-02, Leasing, and related amendments on January 1, 2019, we repurchased a total of 0.9 million shares ofreclassified our common stock for $65.0 million. We had an outstanding authorization fromcapital lease obligations, now known as finance lease obligations, to accrued liabilities and other non-current liabilities on the consolidated balance sheet.

In October 2018, our board of directors to purchase up to 10 million shares of our common stock. We completed the purchase of all of the remaining shares under this authorization during the first quarter of 2017. In May 2016, our board of directors approved an additional authorization forauthorized the repurchase of up to $300.0$500.0 million of our common stock, effective at the conclusion of our previous authorization.stock. This additional
authorization has no expiration date and $239.7date. During 2019, we repurchased 2.6 million shares for $118.5 million. As of December 31, 2019, $301.5 million remained available for purchaserepurchase under this authorization as of December 31, 2017.the authorization. Information regarding changes in shareholders' equity can be found in the consolidated statements of shareholders' equity appearing in Part II, Item 8 of this report.

As of December 31, 2017,2018, we had a $525.0 million revolving credit facility thatin the amount of $950.0 million. In January 2019, we increased the credit facility by $200.0 million, bringing the total availability to $1.15 billion, subject to increase under the credit agreement to an aggregate amount not exceeding $1.425 billion. The credit facility matures in February 2019.March 2023. Our quarterly commitment fee ranges from 0.20%0.175% to 0.40%0.35%, based on our leverage ratio. During 2016, we amended the credit agreement governing our credit facility to include a variable rate term loan facility in the aggregate amount of $330.0 million. We borrowed the full amount during the fourth quarter of 2016, using the proceeds to retire our senior notes due in 2020 and to partially fund the acquisition of FMCG in December 2016. The term loan facility matures in February 2019 and requires periodic principal payments throughout the term of the loan. Interest is paid weekly and we may prepay the term loan facility in full or in part at our discretion. Amounts repaid may not be reborrowed.

Borrowings under the credit facility agreement are collateralized by substantially all of our personal and intangible property. The credit agreement governing the credit facility contains customary covenants regarding limits on levels of subsidiary indebtedness and capital expenditures, liens, investments, acquisitions, certain mergers, certain asset sales outside the ordinary course of business and change in control as defined in the agreement. The agreement also containsrequires us to maintain certain financial covenants regarding ourratios, including a maximum leverage ratio of 3.5 and a minimum ratio of consolidated earnings before interest coverage and liquidity.taxes to consolidated interest expense, as defined in the credit agreement, of 3.0. We were in compliance with all debt covenants as of December 31, 2017,2019, and we expect to remain in compliance with theseour debt covenants throughout 2018. Our credit facility matures in February 2019. We plan to obtain a new multi-year credit facility to refinance amounts outstanding under the current credit facility and to satisfy those obligations. We have been successful in obtaining long-term financing with terms and in amounts adequate to meet our objectives in the past, and we expect to execute the new credit facility in the first half of 2018.2020.



As of December 31, 2017,2019, amounts were available for borrowing under our revolving credit facility as follows:
(in thousands)Total availableTotal available
Revolving credit facility commitment$525,000
$1,150,000
Amount drawn on revolving credit facility(413,000)(883,500)
Outstanding letters of credit(1)
(10,361)(5,408)
Net available for borrowing as of December 31, 2017$101,639
Net available for borrowing as of December 31, 2019$261,092

(1) We use standby letters of credit primarily to collateralize certain obligations related to our self-insured workers' compensation claims, as well as claims for environmental matters, as required by certain states. These letters of credit reduce the amount available for borrowing under our revolving credit facility.


OTHER FINANCIAL POSITION INFORMATION

Information concerning items comprising selected captions on our consolidated balance sheets can be found under the caption "Note 2:3: Supplemental balance sheet and cash flow information" ofin the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.

Acquisitions – The impact of acquisitions on our consolidated balance sheets can be found under the caption "Note 5:6: Acquisitions" ofin the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.

Contract acquisition costsOperating lease assets and liabilities– On January 1, 2019, we adopted ASU No. 2016-02, Leasing, and related amendments. Adoption of these standards had a material impact on our consolidated balance sheet, but did not have a significant impact on our consolidated statement of loss or our consolidated statement of cash flows. The most significant impact was the recognition of operating lease assets of $50.8 million, current operating lease liabilities of $13.6 million and non-current operating lease liabilities of $37.4 million as of January 1, 2019. Prior periods were not restated upon adoption of these standards. Further information can be found under the caption "Note 2: New accounting pronouncements" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.

Prepaid product discounts – Other non-current assets include contract acquisition costs of our Financial Services segment. These costs, which are essentially pre-paidprepaid product discounts that are recorded as non-current assets upon contract execution and are generally amortized generally on the straight-line basis as reductions of revenue over the related contract term. Changes in contract acquisition costsprepaid product discounts during the past 3 years can be found under the caption "Note 2:3: Supplemental balance sheet and cash flow information" ofin the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. Cash payments made for contract acquisition costsprepaid product discounts were $27.125.6 million for 2017, $23.12019, $23.8 million for 20162018 and $12.8$27.1 million for 2015. We anticipate cash payments of approximately $27.0 million in 2018.2017.

The number of checks being written has been declining, which has contributed to increased competitive pressure when attempting to retain or acquire clients. Both the number of financial institution clients requesting contract acquisitionprepaid product discount payments and the amount of the payments has fluctuated from year to year. Although we anticipate that we will selectively continue to make contract acquisitionthese payments, we cannot quantify future amounts with certainty. The amount paid depends on numerous factors, includingsuch as the number and timing of contract executions and renewals, competitors’ actions, overall product discount levels and the structure of up-front product discount payments versus providing higher discount levels throughout the term of the contract.

Liabilities for contract acquisition paymentsprepaid product discounts are recorded upon contract execution. These obligations are monitored for each contract and are adjusted as payments are made. Contract acquisition paymentsPrepaid product discounts due within the next year are included in accrued liabilities inon our consolidated balance sheets. These accruals were $11.714.7 million as of December 31, 20172019 and $12.410.9 million as of December 31, 20162018. Accruals for contract acquisition paymentsprepaid product discounts included in other non-current liabilities inon our consolidated balance sheets were $21.7$3.7 million as of December 31, 20172019 and $29.9$12.5 million as of December 31, 20162018.

Deferred income taxes – Net deferred tax liabilities of $49.1 million as of December 31, 2017, decreased $34.5 million from December 31, 2016. In addition to the changes attributable to the calculation of temporary differences between the financial reporting basis of assets and liabilities and their respective tax reporting bases, the carrying amount of deferred income taxes was affected by the Tax Cuts and Jobs Act, which was enacted in December 2017. This legislation permanently lowered the federal statutory tax rate from 35% to 21%. As such, we were required to remeasure our deferred income taxes at the new tax rate. This remeasurement resulted in a decrease in our net deferred tax liabilities of approximately $26.0 million.


OFF-BALANCE SHEET ARRANGEMENTS, GUARANTEES AND CONTRACTUAL OBLIGATIONS

It is not our general business practice to enter into off-balance sheet arrangements or to guarantee the performance of third parties. In the normal course of business we periodically enter into agreements that incorporate general indemnification language. These indemnifications encompass third-party claims arising from our products and services, including, without limitation, service failures, breach of security, intellectual property rights, governmental regulations and/or employment-related matters. Performance under these indemnities would generally be triggered by our breach of the terms of the contract. In disposing of assets or businesses, we often provide representations, warranties and/or indemnities to cover various risks, including, for example, unknown damage to the assets, environmental risks involved in the sale of real estate, liability to investigate and remediate environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax


liabilities and legal fees related to periods prior to disposition. We do not have the ability to estimate the potential liability from such indemnities because they relate to unknown conditions. However, we do not believe that any liability under these indemnities would have a material adverse effect on our financial position, annual results of operations or annual cash flows. We


have recorded liabilities for known indemnifications related to environmental matters. These liabilities were not significant as of December 31, 2019 or December 31, 2018. Further information regarding our environmental liabilities, as well as liabilities related to self-insurance and litigation can be found under the caption “Note 14:17: Other commitments and contingencies” ofin the Notes to Consolidated Financial Statements appearing in the Part II, Item 8 of this report.

We are not engaged in any transactions, arrangements or other relationships with unconsolidated entities or other third parties that are reasonably likely to have a material effect on our liquidity or on our access to, or requirements for, capital resources. We have not established any special purpose entities nor have we entered into any material related party transactions during the past 3 years.

As of December 31, 20172019, our contractual obligations were as follows:
(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
(1) Includes interest of $1.4 million related primarily to accrued contingent consideration which is recorded in the consolidated balance sheets at estimated fair value. This interest will be accrued in future periods as accretion expense.
(in thousands) Total 2020 2021 and 2022 2023 and 2024 2025 and thereafter
Long-term debt $883,500
 $
 $
 $883,500
 $
Purchase obligations 144,219
 74,913
 45,272
 17,237
 6,797
Operating lease obligations 50,710
 13,970
 19,731
 7,846
 9,163
Other non-current liabilities 35,805
 19,351
 10,888
 2,393
 3,173
Total contractual obligations $1,114,234
 $108,234
 $75,891
 $910,976
 $19,133

Purchase obligations include amounts due under contracts with third-party service providers. These contracts are primarily for information technology services, including cloud computing and professional services contracts related to the build-out of our technology platforms discussed in Executive Overview. Purchase obligations also include Direct Checks direct mail advertising agreements and Financial Services data agreements. We routinely issue purchase orders to numerous vendors for the purchase of inventory and other supplies. These purchase orders are not included in the purchase obligations presented here, as our business partners typically allow us to cancel these purchase orders as necessary to accommodate business needs. Of the purchase obligations included in the table above, $13.5$78.2 million allow for early termination upon the payment of early termination fees. If we were to terminate these agreements, we would have incurred early termination fees of $13.6$6.7 million as of December 31, 2017.2019.

Other non-current liabilities on our consolidated balance sheets consist primarily of liabilities for uncertain tax positions, deferred compensation, prepaid product discounts and our postretirement pension plan. Of the $52.2$32.5 million reported as other non-current liabilities inon our consolidated balance sheet as of December 31, 2017, $20.12019, $16.1 million is excluded from the obligations shown in the table above. The excluded amounts, including the current portion of each liability, are comprised primarily of the following:

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$5.1 million as of December 31, 2017,2019, 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$3.0 million of our deferred compensation liability as of December 31, 20172019 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.stock and deferred revenue.

The table of contractual obligations does not include the following:

Benefit payments for our postretirement medical 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 2018.2020. Our postretirement benefit plan was overfunded $39.8$56.7 million as of December 31, 2017.2019.

Income tax payments, which are dependent upon our taxable income.




CRITICAL ACCOUNTING POLICIES

Our critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations, or which place the most significant demands on management's judgment about the effect of matters that are inherently uncertain, and the impact of different estimates or assumptions could be material to our financial condition or results of operations.



Management'sOur MD&A discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles (GAAP) in the United States.GAAP. Our accounting policies are discussed under the caption “Note 1: Significant accounting policies” ofin the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. We review the accounting policies used in reporting our financial results on a regular basis. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other factors and assumptions that we believe are reasonable under the circumstances, the result of which forms the basis for making judgments about the carrying values of assets and liabilities. In some instances, we reasonably could have used different accounting estimates and, in other instances, changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results may differ from our estimates. Significant estimates and judgments utilized are reviewed by management on an ongoing basis and by the audit committee of our board of directors at the end of each quarter prior to the public release of our financial results.

Income TaxesGoodwill Impairment

When preparingAs of December 31, 2019, goodwill totaled $804.5 million, which represented 41.4% of our consolidatedtotal assets. Goodwill is tested for impairment on an annual basis as of July 31, or more frequently if events occur or circumstances change that would indicate a possible impairment. To analyze goodwill for impairment, we must assign our goodwill to individual reporting units. Identification of reporting units includes an analysis of the components that comprise each of our operating segments, which considers, among other things, the manner in which we operate our business and the availability of discrete financial statements,information. Components of an operating segment are aggregated to form 1 reporting unit if the components have similar economic characteristics. We periodically review our reporting units to ensure that they continue to reflect the manner in which we operate our business.

In completing the 2019 annual impairment analysis of goodwill, we elected to perform a qualitative analysis for 4 of our reporting units and a quantitative assessment for 2 of our reporting units: Financial Services Data-Driven Marketing and Small Business Services Web Services. Financial Services Data-Driven Marketing includes our businesses that provide outsourced marketing campaign targeting and execution and marketing analytics solutions. Small Business Services Web Services includes our businesses that provide hosting and domain name services, logo and web design, search engine marketing and optimization, payroll services and business incorporation and organization services.

The qualitative analyses evaluated factors, including, but not limited to, economic, market and industry conditions, cost factors and the overall financial performance of the reporting units. We also considered the quantitative analyses completed as of July 31, 2017, which indicated that the estimated fair values of the 4 reporting units exceeded their carrying values by approximate amounts between $64.0 million and $1.4 billion, or by amounts between 50% and 314% above the carrying values of their net assets. In completing these assessments, we noted no changes in events or circumstance that indicated that it was more likely than not that the fair value of any reporting unit was less than its carrying amount.

The quantitative analyses as of July 31, 2019 indicated that the goodwill of our Financial Services Data-Driven Marketing reporting unit was partially impaired and the goodwill of our Small Business Services Web Services reporting unit was fully impaired. As such, we recorded pretax goodwill impairment charges of $115.5 million and $242.3 million, respectively. Both impairment charges resulted from a combination of triggering events and circumstances, including underperformance against 2019 expectations and the original acquisition business case assumptions, driven substantially by our decision in the third quarter of 2019 to exit certain customer contracts, the loss of certain large customers in the third quarter of 2019 as they elected to in-source some of the services we provide, and the sustained decline in our stock price. The impairment charges were measured as the amount by which the reporting units' carrying values exceeded their estimated fair values, limited to the carrying amount of goodwill. After the impairment charges, $70.9 million of goodwill remained in the Financial Services Data-Driven Marketing reporting unit.

Our impairment assessments are sensitive to changes in forecasted revenues and expenses, as well as our selected discount rate. For the Financial Services Data-Driven Marketing reporting unit, holding all other assumptions constant, if we assumed revenue in each year was 10% higher than we estimated, our impairment charge would have been approximately $16.0 million less, and if we assumed revenue in each year was 10% lower than we estimated, our impairment charge would have been approximately $17.0 million more. If we assumed our expenses, as a percentage of revenue, were 200 basis points lower in each year, our impairment charge would have been approximately $28.0 million less, and if we assumed our expenses, as a percentage of revenue, were 200 basis points higher in each year, our impairment charge would have been approximately


$30.0 million more. If we assumed our selected discount rate of 12% was 200 basis points lower, our impairment charge would have been approximately $43.0 million less, and if we assumed the discount rate was 200 basis points higher, our impairment charge would have been approximately $28.0 million more.

In the case of the Small Business Services Web Services reporting unit, holding all other assumptions constant, if we assumed revenue in each year was 10% higher than we estimated, our impairment charge would have been approximately $6.0 million less. If we assumed our expenses, as a percentage of revenue, were 200 basis points lower in each year, our impairment charge would have been approximately $35.0 million less, and if we assumed our selected discount rate of 12% was 200 basis points lower, our impairment charge would have been approximately $12.0 million less.

In completing the quantitative analyses of goodwill, we first compared the carrying value of the reporting unit, including goodwill, to its estimated fair value. Carrying value is based on the assets and liabilities associated with the operations of the reporting unit, which often requires the allocation of shared and corporate items among reporting units. We used the income approach to calculate the estimated fair value of the reporting unit. This approach is a valuation technique under which we estimated future cash flows using the reporting unit's financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we projected revenue and applied our fixed and variable cost experience rates to the projected revenue to arrive at the future cash flows. A terminal value was then applied to the projected cash flow stream. Future estimated cash flows were discounted to their present value to calculate the estimated fair value. The discount rate used was the market-value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value of a reporting unit, we are required to estimate a number of factors, including market factors specific to the business, revenue growth rates, economic conditions, anticipated future cash flows, terminal growth rates, the discount rate, direct costs and the allocation of shared and corporate items. When completing a quantitative analysis for all of our income taxes in eachreporting units, the summation of our reporting units' fair values is compared to our consolidated fair value, as indicated by our market capitalization, to evaluate the reasonableness of our calculations.

Evaluations of asset impairment require us to make assumptions about future events, market conditions and financial performance over the life of the jurisdictionsasset being evaluated. These assumptions require significant judgment and actual results may vary from our assumptions. For example, if our stock price were to further decline over a sustained period, if a downturn in which we operate. This process involves estimatingeconomic conditions were to negatively affect our actual current tax expense based on expected taxable income, statutory tax rates, tax credits allowed in the various jurisdictions in whichand forecasted operating results, if we operate, and risks associated with uncertain tax positions, together with assessing temporary and permanent differences resulting from the differing treatment of certain items between income tax return and financial reporting requirements. In interim reporting periods, we use an estimate ofwere to change our annual effective tax rate based on the facts available at the time. Changes in the jurisdictional mix or the estimated amount of annual pre-tax income could impact our estimated effective tax rate in interim periods. The actual effective income tax rate is calculated at the end of the year.

We recognize deferred tax assets and liabilities for temporary differences using the enacted tax rates and laws that will be in effect when we expect the temporary differences to reverse. We must assess the likelihood that our deferred tax assets will be realized through future taxable income, and to the extent we believe that realization is not likely, we must establish a valuation allowance against those deferred tax assets. Significant judgment is required in evaluating our tax positions, and in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. We had net deferred tax liabilities of $49.1 million as of December 31, 2017, including valuation allowances of $1.5 million. The valuation allowances related primarily to capital loss carryforwards in Canada and net operating loss carryforwards in various state jurisdictions that we do not currently expect to fully realize.

We are subject to tax audits in numerous domestic and foreign tax jurisdictions. Tax audits are often complex and can require several years to complete. In the normal course of business we are subject to challenges from the Internal Revenue Service (IRS) and other tax authorities regarding the amount of taxes due. These challenges may alter the timing or amount of taxable income or deductions, strategies and/or the allocation of income among tax jurisdictions. We recognize the benefits of tax return positionsresources, if we were to lose significant customers, if competition were to increase, or if order volume declines for checks and forms were to materially accelerate, these situations could indicate a decline in the financial statements when they are more-likely-than-notfair value of one or more of our reporting units. This may require us to be sustained by the taxing authorities based solely on the technical meritsrecord additional impairment charges for a portion of the position. If the recognition threshold is met, the tax benefit is measured and recognized as the largest amount of tax benefit that, in our judgment, is greater than 50% likely to be realized. As of December 31, 2017, our liability for uncertain tax positions, including accrued interest and penalties, was $4.8 million, excluding tax benefits of deductible interest and the federal benefit of deductible state income tax. Further informationgoodwill or other assets.

Information regarding our unrecognized tax benefits2018 and 2017 impairment analyses can be found under the caption “Note 9: Income tax provision” of"Note 8: Fair value measurements" in the Notes to Consolidated Financial Statements appearingincluded in Part II, Item 8 of this report. The ultimate outcome of tax matters may differ from our estimates and assumptions. Unfavorable settlement of any particular issue would require the use of cash and could result in increased income tax expense. Favorable resolution would result in reduced income tax expense.

On December 22, 2017, United States tax reform was signed into law as the Tax Cuts and Jobs Act (the 2017 Act). This legislation included a broad range of tax reforms, including changes to corporate tax rates, business deductions and international tax provisions. The tax effects of changes in tax laws or rates must be recognized in the period in which the law is enacted. As such, this legislation resulted in a net benefit of approximately $20.5 million to our 2017 income tax provision. This amount included the net tax benefit from the remeasurement of deferred income taxes to the new federal statutory tax rate of 21%, which is effective for us on January 1, 2018, and revised state income tax rates for those states we expect to follow the provisions of the 2017 Act, partially offset by the establishment of a liability for toll charges related to undistributed foreign earnings and profits.

Reasonable estimates were used in determining many components of the impact of the 2017 Act, including our 2017 deferred activity and the amount of post-1986 foreign deferred earnings subject to the toll charge. We are still analyzing certain aspects of the 2017 Act and refining our calculations, which could potentially affect the measurement of our deferred tax balances and the amount of the toll charge liability, and ultimately cause us to revise our initial estimates in future periods. In addition, changes in interpretations, assumptions and guidance regarding the new tax legislation, as well as the potential for technical corrections to the 2017 Act, could have a material impact on our effective tax rate in future periods.



In order to complete our accounting for the 2017 Act, which we expect to finalize by the fourth quarter of 2018, the following specific items need to be completed or addressed:

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.

As of December 31, 2017, we intend to indefinitely reinvest the undistributed earnings of our subsidiaries located outside of the United States and, therefore, no deferred income taxes have been recognized for the tax effects of repatriation. After enactment of the 2017 Act, the tax effects would generally be limited to foreign withholding taxes on any distributions. As of December 31, 2017, the amount of cash and cash equivalents held by our foreign subsidiaries was $40.0 million, primarily in Canada. If we were to repatriate all of our foreign cash and cash equivalents into the United States at one time, we would incur a tax liability of approximately $2.0 million, based on current tax laws.

A one-percentage-point change in our effective income tax rate would have resulted in a $3.1 million change in income tax expense for 2017. The determination of our provision for income taxes, deferred income taxes and unrecognized tax positions requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. As such, the amounts reflected in our consolidated financial statements may require adjustment in the future as additional facts become known or circumstances change. If actual results differ from estimated amounts, our effective income tax rate and related tax balances would be affected.

Business Combinations

We allocate the purchase price of acquired businesses to the estimated fair values of the assets acquired and liabilities assumed as of the date of the acquisition. The calculations used to determine the fair value of the long-lived assets acquired, primarily intangible assets, can be complex and require significant judgment. We weigh many factors when completing these estimates, including, but not limited to, the nature of the acquired company’s business; its competitive position, strengths, and challenges; its historical financial position and performance; estimated customer retention rates; discount rates; and future plans for the combined entity. We may also engage independent valuation specialists, when necessary, to assist in the fair value calculations for significant acquired long-lived assets.

We generally estimate the fair value of acquired customer lists using the multi-period excess earnings method. This valuation model estimates revenues and cash flows derived from the asset and then deducts portions of the cash flow that can be attributed to supporting assets, such as a brandtrade name or fixed assets, that contributed to the generation of the cash flows. The resulting cash flow, which is attributable solely to the customer list asset, is then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. The fair value of acquired customer lists may also be estimated by discounting the estimated cash flows expected to be generated by the assets. Assumptions used in these calculations include same-customer revenue growth rates, andestimated earnings, estimated customer retention rates based on the acquirees' historical information. information and the discount rate.

The fair value of acquired trade names and technology is estimated, at times, using the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the technology.assets. Assumed royalty rates are applied to the projected revenuesrevenue for the remaining useful lifelives of the technologyassets to estimate the royalty savings. Royalty rates are selected based on the attributes of the asset, including its recognition and reputation in the industry, and in the case of trade names, with consideration of the specific profitability of the products sold under a trade name and supporting assets. The fair value of acquired technology may also be estimated using the cost of reproduction method under which the primary components of the technology are identified and the estimated cost to reproduce the technology is calculated based on historical data provided by the acquirees. We estimate the fair value of liabilities for contingent consideration by discounting to present value the probability-weighted contingent payments expected to be made. Assumptions used in these calculations include discount rates, projected financial results of the acquired businesses based on our most recent internal forecasts, and factors indicating the probability of achieving the forecasted results. acquiree.



The excess of the purchase price over the estimated fair value of the net assets acquired is recorded as goodwill. Goodwill is not amortized, but is subject to impairment testing on at least an annual basis.

We are also required to estimate the useful lives of the acquired intangible assets, which determines the amount of acquisition-related amortization expense we will record in future periods. Each reporting period, we evaluate the remaining useful lives of our amortizable intangibles to determine whether events or circumstances warrant a revision to the remaining period of amortization.

While we use our best estimates and assumptions, our fair value estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one1 year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Any adjustments required after the measurement period are recorded in the consolidated statements of (loss) income.

The judgments required in determining the estimated fair values and expected useful lives assigned to each class of assets and liabilities acquired can significantly affect net income. For example, different classes of assets will have useful lives that differ. Consequently, to the extent a longer-lived asset is ascribed greater value than a shorter-lived asset, net income in a given period may be higher. Additionally, assigning a lower value to amortizable intangibles would result in a higher amount


assigned to goodwill. As goodwill is not amortized, this would benefit net income in a given period, although goodwill is subject to annual impairment analysis.

Impairment of Goodwill and Indefinite-Lived Trade NameIncome Taxes

GoodwillWhen preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax expense based on expected taxable income, statutory tax rates, tax credits allowed in the various jurisdictions in which we operate, and risks associated with uncertain tax positions, together with assessing temporary and permanent differences resulting from the differing treatment of certain items between income tax return and financial reporting requirements. In interim reporting periods, we use an estimate of our indefinite-lived trade name totaled $1,150.0annual effective tax rate based on the facts available at the time. Changes in the jurisdictional mix or the estimated amount of annual pretax income could impact our estimated effective tax rate for interim periods. The actual effective income tax rate is calculated at the end of the year.

We recognize deferred tax assets and liabilities for temporary differences using the enacted tax rates and laws that will be in effect when we expect the temporary differences to reverse. We must assess the likelihood that our deferred tax assets will be realized through future taxable income, and to the extent we believe that realization is not likely, we must establish a valuation allowance against those deferred tax assets. Judgment is required in evaluating our tax positions, and in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. We had net deferred tax liabilities of $11.0 million as of December 31, 2017, which represented 52.1%2019, including valuation allowances of total assets. These assets are tested for impairment on an annual basis as of July 31, or more frequently if events occur or circumstances change that could indicate a possible impairment. In addition to the required impairment analyses, we regularly evaluate the remaining useful life of our indefinite-lived trade name to determine whether events and circumstances continue to support an indefinite useful life. If we would determine that this asset has a finite useful life, we would test the asset for impairment and then amortize the asset's remaining carrying value over its estimated remaining useful life.$10.3 million.

To analyze goodwill for impairment,We are subject to tax audits in numerous domestic and foreign tax jurisdictions. Tax audits are often complex and can require several years to complete. In the normal course of business, we must assign our goodwillare subject to individual reporting units. Identificationchallenges from the Internal Revenue Service and other tax authorities regarding the amount of reporting units includes an analysistaxes due. These challenges may alter the timing or amount of taxable income or deductions, or the allocation of income among tax jurisdictions. We recognize the benefits of tax return positions in the financial statements when they are more-likely-than-not to be sustained by the taxing authorities based solely on the technical merits of the componentsposition. If the recognition threshold is met, the tax benefit is measured and recognized as the largest amount of tax benefit that, comprise eachin our judgment, is greater than 50% likely to be realized. As of December 31, 2019, our operating segments, which considers, among other things,liability for uncertain tax positions, including accrued interest and penalties, was $5.1 million, excluding tax benefits of deductible interest and the mannerfederal benefit of deductible state income tax. Further information regarding our unrecognized tax benefits can be found under the caption “Note 11: Income tax provision” in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. The ultimate outcome of tax matters may differ from our estimates and assumptions. Unfavorable settlement of any particular issue would require the use of cash and could result in increased income tax expense. Favorable resolution would result in reduced income tax expense.

In December 2017, U.S. tax reform was signed into law under the 2017 Tax Act. This legislation included a broad range of tax reforms, including changes to corporate tax rates, business deductions and international tax provisions. The tax effects of changes in tax laws or rates must be recognized in the period in which we operate our business and the availability of discrete financial information. Components of an operating segment are aggregated to form one reporting unit if the components have similar economic characteristics. We periodically review our reporting units to ensure that they continue to reflect the manner in which we operate our business.

2017 goodwill impairment analysis – In conjunction with our annual strategic planning process during the third quarter of 2017, we made various changes to our internal reporting structure. As a result, we reassessed our operating segments and determined that no changes were required in our reportable operating segments. We also reassessed our previously determined reporting units and concluded that a realignment of a portion of our reporting units was required.law is enacted. As such, we reallocated the carrying value of goodwill to our revised reporting units based on their relative fair values. We analyzed goodwill for impairment immediately prior to this realignment by performing qualitative analyses for our Small Business Services reporting units and quantitative analyses for our Financial Services and Direct Checks reporting units. The qualitative analyses evaluated factors including, but not limited to, economic, market and industry conditions, cost factors and the overall financial performance of the reporting units. We also considered the last quantitative analysis we completed. In completing these assessments, we noted no changes in events or circumstances that indicated that it was more likely than not that the fair value of any reporting unit was less than its carrying amount, with the exception of our Small Business Services Safeguard reporting unit. The analysis of this reporting unit, which incorporated the results of the annual strategic planning process, indicated lowered projected long-term revenue growth and profitability levels resulting from changes in market trends and the mix of products and services sold, including the continuing decline in check and forms usage. As a result, we completed impairment analyses of the long-term assets of this reporting unit, excluding goodwill, and concluded that these assets were not impaired. We then completed the quantitative analysis of the reporting unit. This quantitative analysis indicated that this reporting unit's goodwill was fully impaired andlegislation resulted in a non-cash pre-tax goodwill impairment chargenet benefit of $28.4approximately $20.5 million duringto our 2017 income tax provision. This amount included the third quarternet tax benefit from the remeasurement of 2017. The impairment charge was measured as the amount by which the reporting unit's carrying value exceeded its estimated fair value. Immediately subsequentdeferred income taxes to the realignmentnew federal statutory tax rate of our reporting unit structure, we completed a quantitative analysis21%, which was effective for all of our reporting unitsus on January 1, 2018, and revised state income tax rates for those states expected to which goodwill is assigned. This quantitative analysis as of July 31, 2017 indicated thatfollow the estimated fair values of our reporting units exceeded their carrying values by approximate amounts between $64.0 million and $1.41 billion, or by amounts between 36% and 314% above the carrying values of their net assets. The reporting unit with the smallest difference between carrying value and fair value is our Web Services reporting unit. A large portion of this reporting unit consists of businesses that were acquired during 2017, and growing our web services offerings is a focus of our growth strategy. However, if our recent acquisitions were to fail to achieve expected operating results or if we were to change our business strategies, this could result in a decline in the fair value of this reporting unit. Total goodwill for this reporting unit was $159.4 million as of the dateprovisions of the 2017 assessment.Tax Act, partially offset by the establishment of a liability for the repatriation toll charge related to undistributed foreign earnings and profits.

In completingWhen recording the quantitative analyses of goodwill, we first compared the carrying valueimpact of the reporting unit, including goodwill,2017 Tax Act during 2017, we used reasonable estimates to its estimated fair value. Carrying value is based on the assets and liabilities associated with the operationsdetermine many of the reporting unit, which often requiresimpacts, including our 2017 deferred activity and the allocationamount of shared or corporate items among reporting units. In calculating the estimated fair value, we used the income approach. The income approach is a valuation technique under which we estimated future cash flows using the reporting unit's financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we projected revenue and applied our fixed and variable cost experience ratespost-1986 unremitted foreign earnings subject to the projected revenue to arrive at the future cash flows. A terminal value was then applied to the projected cash flow stream. Future estimated cash flows were discounted to their present value to calculate the estimated fair value. The discount rate used was the market-value-weighted averagerepatriation toll charge. We refined our calculations throughout 2018 and recorded an additional net benefit of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value of a reporting unit, we are required to estimate a number of factors, including projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, the discount rate and the allocation of shared or corporate items. When completing a quantitative analysis for all of our reporting units, the summation of our reporting units' fair values is compared$1.7 million to our consolidated fair value, as indicated by our market capitalization,2018 income tax provision, primarily due to evaluatea reduction in the reasonableness of our calculations.

2016 and 2015 goodwill impairment analyses – In completingamount accrued for the 2016 and 2015 annual goodwill impairment analyses, we elected to perform a qualitative assessment for all of our reporting units to which goodwill was assigned, with one exception. We elected to perform a quantitative analysis for our Financial Services Commercial reporting unit. This reporting unit was acquired subsequent to our 2014 annual impairment analysis and the quantitative analysis completed as of July 31, 2015repatriation toll charge.


indicated that the estimated fair value of this reporting unit exceeded its carrying value by approximately 13%.
A one-percentage-point change in our effective income tax rate would have resulted in a $1.9 million change in income tax expense for 2019. The quantitative assessment completed for this reporting unit as of July 31, 2016 indicated that its estimated fair value exceeded its carrying value by approximately 49%. Total goodwill for this reporting unit was approximately $45.0 million as of the datedetermination of our 2016 assessment.
The qualitative analysesprovision for our other reporting units completed during 2016income taxes, deferred income taxes and 2015 evaluated factors including, but not limited to, economic, market and industry conditions, cost factorsunrecognized tax positions requires judgment, the use of estimates, and the overallinterpretation and application of complex tax laws. As such, the amounts reflected in our consolidated financial performance ofstatements may require adjustment in the reporting units. We also considered the quantitative analysis we completedfuture as of July 31, 2014 in which the estimated fair values of our reporting units' net assets exceeded their carrying values by approximate amounts between $74.0 million and $1.13 billion, or by amounts between 47% and 482% above the carrying values of their net assets. In completing these assessments, we noted no changes in eventsadditional facts become known or circumstances which indicated that is was more likely than not that the fair value of any reporting unit was less than its carrying amount.

Indefinite-lived trade name – The estimate of fair value forchange. If actual results differ from estimated amounts, our indefinite-lived trade name is based on the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the trade name. An assumed royaltyeffective income tax rate is applied to forecasted revenue and the resulting cash flows are discounted. If the estimated fair value is less than the carrying value of the asset, an impairment lossrelated tax balances would be recognized for the difference. The annual impairment analysis completed during 2017 indicated that the estimated fair value of our indefinite-lived trade name exceeded its carrying value of $19.1 million by approximately $16.0 million. In this analysis, we assumed a discount rate of 10.0% and a royalty rate of 1.0%. A one-half percentage point increase in the discount rate would reduce the indicated fair value of the asset by approximately $2.0 million and a one-half percentage point decrease in the royalty rate would reduce the indicated fair value of the asset by approximately $17.0 million.

Evaluations of asset impairment require us to make assumptions about future events, market conditions, and financial performance over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from our assumptions. For example, if our stock price were to decline for a sustained period, if a downturn in economic conditions were to negatively affect our actual and forecasted operating results, if order volume declines for our Direct Checks segment were to materially accelerate, if recent acquisitions were to fail to achieve expected operating results, or if we were to change our business strategies, these situations could indicate a decline in the fair value of one or more of our reporting units. This may require us to record an impairment charge for a portion of goodwill and/or our indefinite-lived trade name or other assets.affected.

Revenue Recognition

In general,Effective January 1, 2018, we implemented ASU No. 2014-09, Revenue from Contracts with Customers, and related amendments. Under this guidance, our product revenue is recognized when (1) persuasive evidencecontrol of the goods is transferred to our customers, in an arrangement exists, (2) delivery has occurred oramount that reflects the consideration we expect to be entitled to in exchange for those goods. In most cases, control is transferred when products are shipped. We recognize the vast majority of our service revenue as the services have been rendered, (3) the sales price is fixed or determinable, and (4) collectibility is reasonably assured. Revenue is presented in our consolidated statements of income net of rebates, discounts, amortization of contract acquisition costs and sales tax.

Product revenueare provided. The majority of our revenuescontracts are generatedfor the shipment of tangible products or the delivery of services that have a single performance obligation or include multiple performance obligations where control is transferred at the same time. Many of our financial institution contracts require prepaid product discounts in the form of cash payments we make to our financial institution clients. These prepaid product discounts are included in other non-current assets on our consolidated balance sheets and are generally amortized as reductions of revenue on the straight-line basis over the contract term. Sales tax collected concurrent with revenue-producing activities is excluded from the sale of products for which revenue is recognized upon shipment or customer receipt, based upon the transfer of title. Product revenue includes amountsrevenue. Amounts billed to customers for shipping and handling and pass-throughare included in revenue, while the related costs such as marketing materials for which our financial institution clients reimburse us. Costs incurred for shipping and handling and pass-through costs are reflected in cost of products. For sales with a right of return, we record a reserve for estimated sales returns based on historical experience.

We enter into contractual agreements with financial institution clients for rebates on certain products we sell. We record these amounts as reductions of revenue in the consolidated statements of income and asare accrued liabilities in the consolidated balance sheets when the related revenue is recorded. At timesrecognized.

When another party is involved in providing goods or services to a customer, we may also sell products at discounted pricesmust determine whether our obligation is to provide the specified good or provide free productsservice itself (i.e., we are the principal in the transaction) or to customers when they purchasearrange for that good or service to be provided by the other party (i.e., we are an agent in the transaction). When we are responsible for satisfying a specified product. Discountsperformance obligation, based on our ability to control the product or service provided, we are recorded as reductions of revenue whenconsidered the relatedprincipal and revenue is recorded. The costrecognized for the gross amount of freeconsideration. When the other party is primarily responsible for satisfying a performance obligation, we are considered the agent and revenue is recognized in the amount of any fee or commission to which we are entitled. Within our Small Business Services segment, we sell certain products and services through a network of Safeguard distributors. We have determined that we are the principal in these transactions and revenue is recorded as cost of products when the revenue for the related order is recorded.gross amount of consideration.

Service revenue – Our services consist primarily of web design, hosting and other web services; fraud prevention; marketing services, including email, mobile, social media and other self-service marketing solutions, as well as data-driven marketing solutions; treasury management solutions; financial institution customer acquisition and loyalty programs; payroll services; and logo design. We recognize the majority of these service revenues as the services are provided. In some situations, our web hosting and applications services are billed on a quarterly, semi-annual or annual basis. When a customer pays in advance, primarily for treasury management solutions and web hosting services, we defer the revenue and recognize it as the services are performed. Up-front set-up feesperformed, generally over a period of less than 1 year. Certain of our contracts for data-driven marketing solutions and treasury management outsourcing services within Financial Services have variable consideration that is contingent on either the success of the marketing campaign ("pay-for-performance") or the volume of outsourcing services provided. We recognize revenue for estimated variable consideration as services are provided based on the most likely amount to be realized. Revenue is recognized to the extent that it is probable that a significant reversal of revenue will not occur when the contingency is resolved. Typically, the amount of consideration for these contracts is finalized within 4 months, although pricing under certain of our outsourcing contracts may be based on annual volume commitments. Revenue recognized from these contracts was approximately $200.0 million in 2019.

Certain costs incurred to obtain contracts are required to be recognized as assets and amortized consistent with the transfer of goods or services to the customer. As such, we defer sales commissions related to ourobtaining check supply and treasury management solutionssolution contracts within Financial Services. These amounts are deferredincluded in other non-current assets and recognized as revenueare amortized on the straight-line basis overas SG&A expense. Amortization of these amounts on the termstraight-line basis approximates the timing of the customer relationship. Deferred revenue is included in accrued liabilities and other non-current liabilities intransfer of goods or services to the consolidated balance sheets.customer. Generally, these amounts are being amortized over periods of 3 to 5 years. We expense sales commissions as incurred when the amortization period would have been 1 year or less.

Service revenue, percentage-of-completion method – A portionAccounting for customer contracts can be complex and may involve the use of our revenue from treasury management solutions results from the sale of bundled arrangements that may include hardware, software and professional services. As these arrangements involve customization and modification of the software, we recognize revenues from these contracts using the


percentage-of-completion method of accounting, which involves calculating the percentage of services provided during the reporting period compared with the total estimated servicesvarious techniques to be provided over the duration of the contract. Estimates ofestimate total contract revenuesrevenue. Estimates related to variable consideration are based on various assumptions to project the outcome of future events. We review and costs are continuously monitored during the term of the contract,update our contract-related estimates regularly, and recorded revenues and estimated costs are subject to revision as the contract progresses. Suchwe do not anticipate that revisions may result in increases or decreases in revenues and expenses and are reflected in the consolidated statements of income in the periods in which they are first identified. Revisions to these estimates during 2017 were not significant to our consolidated results of operations. If our estimates indicate that a contract loss will occur, a loss provision is recorded in the period in which the loss first becomes probable and reasonably estimable. Contract losses are determined to be the amount by which the estimated total direct and indirect costs of the contract exceed the estimated total revenues that will be generated by the contract.

Contract termination payments – At times, a financial institution client may terminate its contract with us prior to the end of the contract term. In substantially all of these cases, the financial institution is contractually required to remit a contract termination payment. Such payments are recorded as revenue when the termination agreement is executed, provided that we have no further service or contractual obligations, and collection of the funds is assured. If wewould have a continuing service obligation following the execution of a contract termination agreement, we record the related revenue over the remaining service period.

Gross vs. net revenue recognition – Certain revenue streams require judgment to determine if revenue should be recordedmaterial effect on a gross basis or net of related costs. Reported revenue for our Financial Services segment does not reflect the full retail price paid by end-consumers to their financial institutions. Instead, revenue reflects the amounts paid to us by our financial institution clients. Revenue generated by our Safeguarddistributors within the Small Business Services segment is generally recorded on a gross basis, with commissions paid to our distributors included in SG&A expense. As part of our rewards, incentive and loyalty programs, we receive payments from consumers or our clients for the products and services we provide, including hotel stays, gift cards and merchandise such as apparel, electronics, and clothing. This revenue is recorded net of the related fulfillment costs.

Postretirement Benefit Plan

Detailed information regarding our postretirement benefit plan, including a description of the plan, its related future cash flows, plan assets and the actuarial assumptions used in accounting for the plan, can be found under the caption “Note 12: Postretirement benefits” of the Notes to Consolidated Financial Statements appearing in Item 8 of this report.

We recorded net postretirement benefit income of $2.0 million for 2017, $1.8 million for 2016 and $2.7 million for 2015. Our business segments recorded postretirement benefit income in cost of revenue and in SG&A expense, based on the composition of their workforces. Effective January 1, 2018, we will adopt Accounting Standards Update No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This standard requires that the entire amount of our net postretirement benefit income be recorded in the non-operating section of the statements of income, as there is no service cost associated with our plans.

Our postretirement benefit income and obligation are calculated utilizing various actuarial assumptions and methodologies. These assumptions include, but are not limited to, the discount rate, the expected long-term rate of return on plan assets, the expected health care cost trend rate and the average remaining life expectancy of plan participants. We analyze the assumptions used each year when we complete our actuarial valuation of the plan. The effects of changes to our assumptions are recognized immediately on the consolidated balance sheets, but are generally amortized into earnings over future periods, with the deferred amount recorded in accumulated other comprehensive loss. If the assumptions utilized in determining our postretirement benefit income and obligation differ from actual events, our results of operations, for future periods are impacted.

Discount rate – The discount rate is used to reflect the time value of money. It is the assumed rate at which future postretirement benefits could be effectively settled. The discount rate assumption is based on the rates of return on high-quality, fixed-income instruments currently available whosefinancial position or cash flows approximate the timing and amount of expected benefit payments. Effective December 31, 2015, we changed the method we use to determine the discount rate used in calculating the interest component of net periodic benefit income. Instead of using a single weighted-average discount rate, we elected to utilize a full yield curve approach by applying separate discount rates to each future projected benefit payment based on time until payment. We made this change to provide a more precise measurement of interest costs by improving the correlation between projected cash flows and the corresponding yield curve rates. This change did not affect the measurement of our total benefit obligation, but reduced the interest component of net periodic benefit income $0.9 million for 2016. This is a change in accounting estimate, and accordingly, we accounted for it on a prospective basis.

Our accumulated postretirement benefit obligation as of December 31, 2017, was $87.6 million. In measuring this obligation, we assumed a discount rate of 3.46%. A 0.25 point change in the discount rate would increase or decrease our postretirement benefit obligation by approximately $1.7 million.

Expected long-term rate of return on plan assets – The long-term rate of return on plan assets reflects the average rate of earnings expected on the funds invested or to be invested to provide for expected benefit payments. In determining this rate, we


utilize our historical returns and then adjust these returns for estimated inflation and projected market returns. Our inflation assumption is primarily based on analysis of historical inflation data. As of December 31, 2017, the fair value of our plan assets was $127.4 million. In measuring net postretirement benefit income for 2017, we assumed an expected long-term rate of return on plan assets of 6.25%. A 0.25 point change in this assumption would increase or decrease our annual postretirement benefit income by approximately $0.3 million.

Expected health care cost trend rate – The health care cost trend rate represents the expected annual rate of change in the cost of health care benefits currently provided due to factors other than changes in the demographics of plan participants. In measuring the accumulated postretirement benefit obligation as of December 31, 2017, our initial health care inflation rate was assumed to be 7.90% for participants under the age of 65 and 9.10% for participants age 65 and older. Our ultimate health care inflation rate was assumed to be 4.5% in 2025 and beyond for all participants. A one-percentage-point change in the health care cost trend rates would have the following effects:
(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)

Average remaining life expectancy of plan participants – In determining the average remaining life expectancy of plan participants, our actuaries use a mortality table that includes estimated death rates for each age. We are currently using the RP-2014 mortality table with fully generational projection scale MP-2017.

When actual events differ from our assumptions or when we change the assumptions used, an unrecognized actuarial gain or loss results. The gain or loss is recognized immediately in the consolidated balance sheets within accumulated comprehensive loss and is amortized into postretirement benefit income over the average remaining life expectancy of inactive plan participants, as a large percentage of our plan participants are classified as inactive. This amortization period was 14.7 years as of December 31, 2017.

The fair value of our postretirement benefit plan assets is subject to various risks, including credit, interest and overall market volatility risks. If the equity markets were to experience a significant decline in value, the fair value of our plan assets would decrease. This would affect the funded status of our plan and result in higher postretirement benefit expense in the future. Although our obligation is limited to funding benefits as they become payable, future declines in the fair value of our plan assets could also result in the need to contribute increased amounts of cash to fund benefits payable under the plan. We utilized plan assets to pay a significant portion of benefits during 2017, and we anticipate that we will utilize plan assets to pay a significant portion of benefits during 2018.flows.

New Accounting Pronouncements

Information regarding the accounting pronouncements adopted during 20172019 and those not yet adopted can be found under the caption “Note 1: Significant2: New accounting policies” ofpronouncements” in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. On January 1, 2020, we adopted ASU No. 2018-15, Customers Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. This standard requires the capitalization, as non-current assets, of implementation costs related to cloud computing arrangements. Previously, we expensed these costs. As discussed in Executive Overview, we are investing significant resources to build out our technology platforms. We anticipate that we may capitalize up to $50.0 million of cloud computing implementation costs in 2020 related to these investments.




Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to changes in interest rates primarily as a result of the borrowing activities used to support our capital structure, maintain liquidity and fund business operations. We do not enter into financial instruments for speculative or trading purposes. The nature and amount of debt outstanding can be expected to vary as a result of future business requirements, market conditions and other factors. As of December 31, 2017,2019, our total debt was comprised of the following:
(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%
(1) The carrying amounts reported in the consolidated balance sheets for amounts$883.5 million drawn under our revolving credit facility and our term loan facility, excluding unamortized debt issuance costs, approximate fair value because ourat a weighted-average interest rates are variable and reflect current market rates. Capital lease obligations are presented at their carrying amount.



Amountsrate of 3.0%. The interest rate on the majority of the amount drawn onunder our revolving credit facility is variable and our term loan facility mature in February 2019.reflects current market rates. As such, the related carrying amount reported on the consolidated balance sheets approximates fair value. Our capital lease obligations are due through September 2021. As ourrevolving credit facility matures in FebruaryMarch 2023.

As part of our interest rate risk management strategy, in July 2019, we expect thatentered into an interest rate swap, which we will enter intodesignated as a newcash flow hedge, to mitigate variability in interest payments on a portion of the amount drawn under our revolving credit facility. The interest rate swap, which terminates in March 2023 when our revolving credit facility agreementmatures, effectively converts $200.0 million of variable rate debt to a fixed rate of 1.798%. Changes in the first halffair value of 2018.the interest rate swap are recorded in accumulated other comprehensive loss on the consolidated balance sheet and are subsequently reclassified into interest expense as interest payments are made on the variable-rate debt. The fair value of the interest rate swap was $1.5 million as of December 31, 2019 and was included in other non-current liabilities on the consolidated balance sheet.

Based on the daily average amount of outstanding variable rate debt in our portfolio, a one-percentage-point change in our weighted-average interest rates would have resulted in a $7.5$6.8 million change in interest expense for 20172019.

We are exposed to changes in foreign currency exchange rates. Investments in, loans and advances to foreign subsidiaries and branches, as well as the operations of these businesses, are denominated in foreign currencies, primarily Canadian and Australian dollars. The effect of exchange rate changes is expected to have a minimal impact on our earnings and cash flows, as our foreign operations represent a relatively small portion of our business. We have not entered into hedges against changes in foreign currency exchange rates.


Item 8. Financial Statements and Supplementary Data.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

To theBoard of Directors and Shareholders of Deluxe Corporation:

Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Deluxe Corporation and its subsidiaries (the “Company”) as of December 31, 20172019 and 2016,2018, and the related consolidated statements of (loss) income, of comprehensive (loss) income, shareholders’of shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2017,2019, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2017,2019, based on criteria established in Internal Control - Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20172019 and 2016, 2018, and the results of theirits operations and theirits cash flows for each of the three years in the period ended December 31, 20172019 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2019, based on criteria established in Internal Control - Integrated Framework (2013)issued by the COSO.

Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.
Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management'sManagement’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidatedfinancial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidatedfinancial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidatedfinancial statements included performing procedures to assess the risks of material misstatement of the consolidatedfinancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidatedfinancial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidatedfinancial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Goodwill Impairment Assessments – Financial Services Data-Driven Marketing and Small Business Services Web Services Reporting Units
As described in Notes 1, 3 and 8 to the consolidated financial statements, the Company’s consolidated goodwill balance was $804.5 million as of December 31, 2019. Management evaluates the carrying value of goodwill as of July 31 of each year and between annual evaluations if events occur or circumstances change that would indicate a possible impairment. In completing the 2019 annual impairment analysis of goodwill, management elected to perform a quantitative assessment for 2 of the Company’s reporting units: Financial Services Data-Driven Marketing and Small Business Services Web Services. The quantitative analyses as of July 31, 2019 indicated that the goodwill of the Financial Services Data-Driven Marketing reporting unit was partially impaired and the goodwill of the Small Business Services Web Services reporting unit was fully impaired. As such, management recorded pretax goodwill impairment charges of $115.5 million and $242.3 million, respectively. When performing a quantitative analysis of goodwill, management calculates the estimated fair value of the reporting unit and compares this amount to the carrying amount of the reporting unit's net assets, including goodwill. Management uses the income approach to calculate the estimated fair value of a reporting unit. This approach is a valuation technique under which management estimates future cash flows using the reporting unit's financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, management projects revenue and applies their fixed and variable cost experience rates to the projected revenue to arrive at the future cash flows. A terminal value is then applied to the projected cash flow stream. Future estimated cash flows are discounted to their present value to calculate the estimated fair value. Management’s discount rate is the market-value-weighted average of the Company's estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair values of the Company’s reporting units, management is required to estimate a number of factors, including market factors specific to the business, revenue growth rates, economic conditions, anticipated future cash flows, terminal growth rates, the discount rate, direct costs and the allocation of shared and corporate items.
The principal considerations for our determination that performing procedures relating to the goodwill impairment assessments of the Financial Services Data-Driven Marketing and Small Business Services Web Services reporting units is a critical audit matter are that there was significant judgment by management when developing the fair value measurements of the reporting units, which in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures to evaluate management’s cash flow projections and significant assumptions, including direct costs, the allocation of shared and corporate items and discount rate assumptions for the Financial Services Data-Driven Marketing and Small Business Services Web Services reporting units, as well as the revenue growth rate and terminal growth rate assumptions for the Financial Services Data-Driven Marketing reporting unit. In addition, the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Company’s reporting units and development of the assumptions including direct costs, the allocation of shared and corporate items and discount rate for the Financial Services Data-Driven Marketing and Small Business Services Web Services reporting units as well as the revenue growth rate and terminal growth rate assumptions for the Financial Services Data-Driven Marketing reporting unit. These procedures also included, among others, testing management’s process for developing the fair value estimates; evaluating the appropriateness of the valuation model; testing the completeness, accuracy, and relevance of underlying data used in the model; and evaluating the reasonableness of significant assumptions used by management, including direct costs, the allocation of shared and corporate items and discount rate for the Financial Services Data-Driven Marketing and Small Business Services Web Services reporting units, as well as the revenue growth rate and terminal growth rate assumptions for the Financial Services Data-Driven Marketing reporting unit. Evaluating management’s assumptions related to direct costs, the allocation of shared and corporate items, revenue growth rates, and terminal growth rate assumptions involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting units, (ii) the consistency with external market and industry data, (iii) management’s future plans, and (iv) whether these assumptions were consistent with evidence obtained in other areas of the audit. The discount rate for both reporting units was evaluated by considering the cost of capital of comparable businesses, Company specific factors and other industry factors. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s model and certain significant assumptions, including the discount rate.

/s/ PricewaterhouseCoopers LLP
Minneapolis, Minnesota
February 23, 201821, 2020

We have served as the Company’s auditor since 2001.



DELUXE CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share par value)

DELUXE CORPORATION
CONSOLIDATED BALANCE SHEETS
 December 31,
2017
 December 31,
2016
(in thousands, except share par value) December 31,
2019
 December 31,
2018
ASSETS        
Current assets:        
Cash and cash equivalents $59,240
 $76,574
 $73,620
 $59,740
Trade accounts receivable, net of allowances for uncollectible accounts 149,844
 152,649
 163,421
 173,862
Inventories and supplies 42,249
 40,182
 39,921
 46,441
Funds held for customers 86,192
 87,823
 117,641
 100,982
Revenue in excess of billings 32,790
 30,458
Other current assets 55,441
 41,002
 44,818
 38,563
Total current assets 392,966
 398,230
 472,211
 450,046
Deferred income taxes 1,428
 1,605
 3,907
 2,886
Long-term investments 42,607
 42,240
 44,995
 43,773
Property, plant and equipment, net of accumulated depreciation 84,638
 86,896
 96,467
 90,342
Assets held for sale 12,232
 14,568
Operating lease assets 44,372
 
Intangibles, net of accumulated amortization 384,266
 409,781
 276,122
 359,965
Goodwill 1,130,934
 1,105,956
 804,487
 1,160,626
Assets held for sale 2,880
 1,350
Other non-current assets 159,756
 125,062
 197,870
 196,108
Total assets $2,208,827
 $2,184,338
 $1,943,311
 $2,305,096
        
LIABILITIES AND SHAREHOLDERS’ EQUITY  
  
  
  
Current liabilities:  
  
  
  
Accounts payable $104,477
 $106,793
 $112,198
 $106,978
Funds held for customers 116,411
 99,818
Accrued liabilities 277,253
 273,049
 179,338
 184,463
Long-term debt due within one year 44,040
 35,842
 
 791
Total current liabilities 425,770
 415,684
 407,947
 392,050
Long-term debt 665,260
 722,806
 883,500
 911,073
Operating lease liabilities 33,585
 
Deferred income taxes 50,543
 85,172
 14,898
 46,680
Other non-current liabilities 52,241
 79,706
 32,520
 39,880
Commitments and contingencies (Notes 9, 13 and 14) 


 


Commitments and contingencies (Notes 11, 16 and 17) 


 


Shareholders’ equity:  
  
  
  
Common shares $1 par value (authorized: 500,000 shares; outstanding: December 31, 2017 – 47,953; December 31, 2016 – 48,546) 47,953
 48,546
Common shares $1 par value (authorized: 500,000 shares; outstanding: December 31, 2019 – 42,126; December 31, 2018 – 44,647) 42,126
 44,647
Additional paid-in capital 4,086
 
Retained earnings 1,004,657
 882,795
 572,596
 927,345
Accumulated other comprehensive loss (37,597) (50,371) (47,947) (56,579)
Total shareholders’ equity 1,015,013
 880,970
 570,861
 915,413
Total liabilities and shareholders’ equity $2,208,827
 $2,184,338
 $1,943,311
 $2,305,096

See Notes to Consolidated Financial Statements


DELUXE CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)

DELUXE CORPORATION
CONSOLIDATED STATEMENTS OF (LOSS) INCOME
 Year Ended December 31, Year Ended December 31,
 2017 2016 2015
(in thousands, except per share amounts) 2019 2018 2017
Product revenue $1,469,854
 $1,472,882
 $1,451,994
 $1,409,155
 $1,451,833
 $1,469,854
Service revenue 495,702
 376,180
 320,823
 599,560
 546,192
 495,702
Total revenue 1,965,556
 1,849,062
 1,772,817
 2,008,715
 1,998,025
 1,965,556
Cost of products (529,088) (534,390) (526,307) (531,307) (547,640) (529,638)
Cost of services (213,002) (132,851) (112,902) (281,628) (244,108) (213,069)
Total cost of revenue (742,090) (667,241) (639,209) (812,935) (791,748) (742,707)
Gross profit 1,223,466
 1,181,821
 1,133,608
 1,195,780
 1,206,277
 1,222,849
Selling, general and administrative expense (828,832) (805,970) (774,859) (891,693) (854,000) (830,231)
Net restructuring charges (8,562) (7,124) (4,418)
Restructuring and integration expense (71,248) (19,737) (8,562)
Asset impairment charges (54,880) 
 
 (390,980) (101,319) (54,880)
Operating income 331,192

368,727
 354,331
Loss on early debt extinguishment 
 (7,858) (8,917)
Operating (loss) income (158,141)
231,221
 329,176
Interest expense (21,359) (22,302) (20,299) (34,682) (27,112) (21,359)
Other income 2,994
 1,819
 2,832
 7,193
 8,522
 5,010
Income before income taxes 312,827
 340,386
 327,947
(Loss) income before income taxes (185,630) 212,631
 312,827
Income tax provision (82,672) (111,004) (109,318) (14,267) (63,001) (82,672)
Net income $230,155
 $229,382
 $218,629
Basic earnings per share $
4.75

 $4.68
 $4.39
Diluted earnings per share 4.72
 4.65
 4.36
Cash dividends per share 1.20
 1.20
 1.20
Net (loss) income $(199,897) $149,630
 $230,155
Basic (loss) earnings per share $(4.65) $3.18
 $4.75
Diluted (loss) earnings per share (4.65) 3.16
 4.72

See Notes to Consolidated Financial Statements



DELUXE CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)

  Year Ended December 31,
  2017 2016 2015
Net income $230,155
 $229,382
 $218,629
Other comprehensive income (loss), net of tax:      
Postretirement benefit plans:      
Net actuarial gain (loss) arising during the year 7,011
 1,486
 (7,666)
Less reclassification of amounts from other comprehensive loss to net income:      
Amortization of prior service credit (1,049) (866) (867)
Amortization of net actuarial loss 2,893
 2,518
 2,116
Postretirement benefit plans 8,855
 3,138
 (6,417)
Unrealized holding (losses) gains on securities arising during the year (109) (99) 11
Unrealized foreign currency translation adjustment 4,028
 1,793
 (12,459)
Other comprehensive income (loss) 12,774
 4,832
 (18,865)
Comprehensive income $242,929
 $234,214
 $199,764
       
Income tax (expense) benefit of other comprehensive income (loss) included in above amounts:      
Postretirement benefit plans:      
Net actuarial gain (loss) arising during the year $(2,465) $(952) $4,906
Less reclassification of amounts from other comprehensive loss to net income:      
Amortization of prior service credit 372
 555
 554
Amortization of net actuarial loss (744) (1,279) (1,004)
Postretirement benefit plans (2,837) (1,676) 4,456
Unrealized holding (losses) gains on securities arising during the year 38
 35
 (4)
Total net tax (expense) benefit included in other comprehensive income (loss) $(2,799) $(1,641) $4,452
DELUXE CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
  Year Ended December 31,
(in thousands) 2019 2018 2017
Net (loss) income $(199,897) $149,630
 $230,155
Other comprehensive income (loss), net of tax:      
Postretirement benefit plans:      
Net actuarial gain (loss) arising during the year 6,594
 (3,805) 7,011
Less reclassification of amounts from other comprehensive income (loss) to net (loss) income:      
Amortization of prior service credit (1,054) (853) (1,049)
Amortization of net actuarial loss 2,583
 1,825
 2,893
Postretirement benefit plans 8,123
 (2,833) 8,855
Interest rate swap:      
Unrealized loss arising during the year (1,040) 
 
Reclassification of realized gain on interest rate swap from other comprehensive income (loss) to net (loss) income (57) 
 
Interest rate swap (1,097) 
 
Unrealized holding gain (loss) on debt securities arising during the year 48
 (1) (109)
Unrealized foreign currency translation adjustment 1,558
 (9,281) 4,028
Other comprehensive income (loss) 8,632
 (12,115) 12,774
Comprehensive (loss) income $(191,265) $137,515
 $242,929
       
Income tax (expense) benefit of other comprehensive income (loss) included in above amounts:      
Postretirement benefit plans:      
Net actuarial gain (loss) arising during the year $(2,321) $1,339
 $(2,465)
Less reclassification of amounts from other comprehensive income (loss) to net (loss) income:      
Amortization of prior service credit 367
 568
 372
Amortization of net actuarial loss (640) (1,059) (744)
Postretirement benefit plans (2,594) 848
 (2,837)
Interest rate swap:      
Unrealized loss arising during the year 364
 
 
Reclassification of realized gain on interest rate swap from other comprehensive income (loss) to net (loss) income 20
 
 
Interest rate swap 384
 
 
Unrealized holding gain (loss) on debt securities arising during the year (17) 
 38
Total net tax (expense) benefit included in other comprehensive income (loss) $(2,227) $848
 $(2,799)

See Notes to Consolidated Financial Statements


DELUXE CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands)

DELUXE CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLERS' EQUITY
 Common shares 
Common shares par value
 Additional paid-in capital Retained earnings Accumulated other comprehensive loss Total
Balance, December 31, 2014 49,742
 $49,742
 $4,758
 $629,335
 $(36,338) $647,497
(in thousands) Common shares 
Common shares par value
 Additional paid-in capital Retained earnings Accumulated other comprehensive loss Total
Balance, December 31, 2016 48,546
 $48,546
 $
 $882,795
 $(50,371) $880,970
Net income 
 
 
 218,629
 
 218,629
 
 
 
 230,155
 
 230,155
Cash dividends 
 
 
 (59,755) 
 (59,755)
Common shares issued 324
 324
 7,663
 
 
 7,987
Tax impact of share-based awards 
 
 2,021
 
 
 2,021
Common shares repurchased (996) (996) (22,000) (36,956) 
 (59,952)
Other common shares retired (51) (51) (3,174) 
 
 (3,225)
Fair value of share-based compensation 
 
 10,732
 
 
 10,732
Other comprehensive loss 
 
 
 
 (18,865) (18,865)
Balance, December 31, 2015 49,019
 49,019
 
 751,253
 (55,203) 745,069
Net income 
 
 
 229,382
 
 229,382
Cash dividends 
 
 
 (58,720) 
 (58,720)
Cash dividends ($1.20 per share) 
 
 
 (58,103) 
 (58,103)
Common shares issued 641
 641
 17,144
 
 
 17,785
 558
 558
 16,334
 
 
 16,892
Common shares repurchased (901) (901) (15,203) (39,120) 
 (55,224) (924) (924) (13,886) (50,190) 
 (65,000)
Other common shares retired (213) (213) (13,427) 
 
 (13,640) (227) (227) (16,369) 
 
 (16,596)
Fair value of share-based compensation 
 
 11,486
 
 
 11,486
Employee share-based compensation 
 
 13,921
 
 
 13,921
Other comprehensive income 
 
 
 
 4,832
 4,832
 
 
 
 
 12,774
 12,774
Balance, December 31, 2016 48,546
 48,546
 
 882,795
 (50,371) 880,970
Balance, December 31, 2017 47,953
 47,953
 
 1,004,657
 (37,597) 1,015,013
Net income 
 
 
 230,155
 
 230,155
 
 
 
 149,630
 
 149,630
Cash dividends 
 
 
 (58,103) 
 (58,103)
Cash dividends ($1.20 per share) 
 
 
 (56,743) 
 (56,743)
Common shares issued 558
 558
 16,334
 
 
 16,892
 525
 525
 18,397
 
 
 18,922
Common shares repurchased (924) (924) (13,886) (50,190) 
 (65,000) (3,584) (3,584) (14,384) (182,032) 
 (200,000)
Other common shares retired (227) (227) (16,369) 
 
 (16,596) (247) (247) (17,609) 
 
 (17,856)
Fair value of share-based compensation 
 
 13,921
 
 
 13,921
Employee share-based compensation 
 
 13,596
 
 
 13,596
Adoption of Accounting Standards Update No. 2014-09 
 
 
 4,966
 
 4,966
Adoption of Accounting Standards Update No. 2018-02 
 
 
 6,867
 (6,867) 
Other comprehensive loss 
 
 
 
 (12,115) (12,115)
Balance, December 31, 2018 44,647
 44,647
 
 927,345
 (56,579) 915,413
Net loss 
 
 
 (199,897) 
 (199,897)
Cash dividends ($1.20 per share) 
 
 
 (52,285) 
 (52,285)
Common shares issued 194
 194
 3,645
 
 
 3,839
Common shares repurchased (2,632) (2,632) (13,615) (102,300) 
 (118,547)
Other common shares retired (83) (83) (3,852) 
 
 (3,935)
Employee share-based compensation 
 
 17,908
 
 
 17,908
Adoption of Accounting Standards Update No. 2016-02 (Note 2) 
 
 
 (267) 
 (267)
Other comprehensive income 
 
 
 
 12,774
 12,774
 
 
 
 
 8,632
 8,632
Balance, December 31, 2017 47,953
 $47,953
 $
 $1,004,657
 $(37,597) $1,015,013
Balance, December 31, 2019 42,126
 $42,126
 $4,086
 $572,596
 $(47,947) $570,861


See Notes to Consolidated Financial Statements



DELUXE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
DELUXE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended December 31, Year Ended December 31,
 2017 2016 2015
(in thousands) 2019 2018 2017
Cash flows from operating activities:            
Net income $230,155
 $229,382
 $218,629
Adjustments to reconcile net income to net cash provided by operating activities:  
  
  
Net (loss) income $(199,897) $149,630
 $230,155
Adjustments to reconcile net (loss) income to net cash provided by operating activities:  
  
  
Depreciation 15,868
 14,498
 16,000
 16,502
 16,572
 15,868
Amortization of intangibles 106,784
 77,085
 60,700
 109,534
 114,528
 106,784
Operating lease expense 19,113
 
 
Asset impairment charges 54,880
 
 
 390,980
 101,319
 54,880
Amortization of contract acquisition costs 19,969
 20,185
 18,741
Amortization of prepaid product discounts 24,055
 22,941
 19,969
Deferred income taxes (39,177) 1,886
 (3,256) (34,950) (11,356) (39,177)
Employee share-based compensation expense 15,109
 12,459
 11,894
 19,702
 13,378
 15,109
Loss on early debt extinguishment 
 7,858
 8,917
Loss (gain) on sales of businesses and customer lists 124
 (15,641) (8,703)
Other non-cash items, net (995) 7,267
 2,454
 13,220
 8,030
 7,708
Changes in assets and liabilities, net of effect of acquisitions:  
  
    
  
  
Trade accounts receivable 5,279
 (23,414) (4,525) 5,609
 (16,795) 5,279
Inventories and supplies (644) 2,244
 (339) 4,843
 (3,641) (644)
Other current assets (7,976) 49
 8,629
 (10,568) (12,032) (7,976)
Non-current assets (5,710) (5,054) (2,532) (5,360) (6,913) (5,710)
Accounts payable (7,796) 15,888
 (4,528) 5,130
 4,366
 (7,796)
Contract acquisition payments (27,079) (23,068) (12,806)
Prepaid product discount payments (25,637) (23,814) (27,079)
Other accrued and non-current liabilities (20,236) (17,953) (8,347) (45,747) (1,257) (20,236)
Net cash provided by operating activities 338,431
 319,312
 309,631
 286,653
 339,315
 338,431
Cash flows from investing activities:  
  
    
  
  
Purchases of capital assets (47,450) (46,614) (43,261) (66,595) (62,238) (47,450)
Payments for acquisitions, net of cash acquired (139,223) (270,939) (212,990) (11,605) (214,258) (139,223)
Proceeds from company-owned life insurance policies 1,293
 4,123
 3,973
Proceeds from sales of marketable securities 3,500
 1,635
 
Purchases of customer funds marketable securities (7,642) (7,807) (7,737)
Proceeds from customer funds and corporate marketable securities 7,642
 7,807
 11,237
Other 989
 1,009
 1,138
 2,449
 1,082
 2,282
Net cash used by investing activities (180,891) (310,786) (251,140) (75,751) (275,414) (180,891)
Cash flows from financing activities:  
  
    
  
  
Proceeds from issuing long-term debt 403,000
 559,000
 505,750
 241,500
 1,280,000
 403,000
Payments on long-term debt, including costs of debt reacquisition (454,165) (442,189) (439,812)
Payments on long-term debt (268,000) (1,078,853) (454,165)
Net change in customer funds obligations 12,598
 20,279
 (6,007)
Proceeds from issuing shares under employee plans 9,033
 9,114
 5,895
 3,198
 7,523
 9,033
Excess tax benefit from share-based employee awards 
 
 2,244
Employee taxes paid for shares withheld (9,377) (5,589) (1,698) (3,935) (7,977) (9,377)
Payments for common shares repurchased (65,000) (55,224) (59,952) (118,547) (200,000) (65,000)
Cash dividends paid to shareholders (58,098) (58,720) (59,755) (51,742) (56,669) (58,098)
Other (2,342) (2,117) (1,059) (1,866) (4,128) (2,342)
Net cash (used) provided by financing activities (176,949) 4,275
 (48,387)
Effect of exchange rate change on cash 2,075
 1,346
 (9,218)
Net change in cash and cash equivalents (17,334) 14,147
 886
Cash and cash equivalents, beginning of year 76,574
 62,427
 61,541
Cash and cash equivalents, end of year $59,240
 $76,574
 $62,427
Net cash used by financing activities (186,794) (39,825) (182,956)
Effect of exchange rate change on cash, cash equivalents, restricted cash and restricted cash equivalents 5,444
 (7,636) 5,370
Net change in cash, cash equivalents, restricted cash and restricted cash equivalents 29,552
 16,440
 (20,046)
Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of year 145,259
 128,819
 148,865
Cash, cash equivalents, restricted cash and restricted cash equivalents, end of year (Note 3) $174,811
 $145,259
 $128,819

See Notes to Consolidated Financial Statements


DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)


Note 1: Significant accounting policies
NOTE 1: SIGNIFICANT ACCOUNTING POLICIES

Nature of operations We provide a selection ofhelp enterprises, small businesses and financial institutions deepen customer life cycle managementrelationships through trusted, technology-enabled solutions, that help our customers acquire and engage their customers across multiple channels. We offer a wide range ofincluding marketing services and products to small businesses, includingdata analytics, treasury management solutions, website development and hosting, email marketing, social media, search engine optimizationpromotional products and logo design, in addition to our checks and forms offerings. For financial institutions, we offer our check programfraud solutions, as well as a selection of financial technology solutions. These solutions include data-driven marketing solutions, including outsourced marketing campaign targetingcustomized checks and execution; treasury management solutions, including accounts receivable processing and remote deposit capture; and digital engagement solutions, including loyalty and rewards programs.forms. We are also a leading printerprovider of checks and accessories sold directly to consumers.

Consolidation The consolidated financial statements include the accounts of Deluxe Corporation and its wholly-owned subsidiaries. All intercompany accounts, transactions and profits have been eliminated.

Comparability Amounts within the cash flows from investing activities sectionThe consolidated balance sheet as of the consolidated statement of cash flows for the year ended December 31, 2016 have2018 has been modified to conform to the current year presentation. This change presentsThe liability for funds held for customers is now presented separately. Previously, this amount was included in accrued liabilities. The investing activities section of the 2017 consolidated statement of cash flows has been modified to include proceeds from sales of marketable securities separately. In the previous year, this item was includedcompany-owned life insurance policies within the other caption. Previously, this amount was presented separately.

Use of estimates We have prepared the accompanying consolidated financial statements in conformity with U.S. generally accepted accounting principles (GAAP) in the United States.. In this process, it is necessary for us to make certain assumptionsestimates and estimatesassumptions affecting the amounts reported in the consolidated financial statements and related notes. TheseDespite our intention to establish accurate estimates and to make reasonable assumptions, are developed based upon all available information. However, actual results canmay differ from assumedour estimates and estimated amounts.assumptions.

Foreign currency translation The financial statements of our foreign subsidiaries are measured in the respective subsidiaries' functional currencies, primarily Canadian and Australian dollars, and are translated into United StatesU.S. dollars. Assets and liabilities are translated using the exchange rates in effect at the balance sheet date. Revenue and expenses are translated at the average exchange rates during the year. The resulting translation gains and losses are reflected in accumulated other comprehensive loss in the shareholders' equity section of the consolidated balance sheets. Foreign currency transaction gains and losses are recorded in other income inon the consolidated statements of (loss) income.

Cash and cash equivalents We consider all cash on hand and other highly liquid investments with original maturities of 3 months or less to be cash and cash equivalents. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents approximate fair value. Checks issued by us but not presented to the banks for payment may create negative book cash balances. These book overdrafts are included in accounts payable on the consolidated balance sheets and totaled $5,665were not significant as of December 31, 2017 and $7,764 as of2019 or December 31, 2016.2018.

Trade accounts receivable Trade accounts receivable are initially recorded at the invoiced amount upon the sale of goods or services to customers and they doare not bear interest.interest-bearing. They are stated net of allowances for uncollectible accounts, which represent estimated losses resulting from the inability of customers to make the required payments. When determining the allowances for uncollectible accounts, we take several factors into consideration, including the overall composition of accounts receivable aging, our prior history of accounts receivable write-offs, the type of customer and our day-to-day knowledge of specific customers. Changes in the allowances for uncollectible accounts are included in selling, general and administrative (SG&A) expense inon our consolidated statements of (loss) income. The point at which uncollected accounts are written off varies by type of customer, but generally does not exceed 1 year from the due date of the receivable.

Inventories and supplies Inventories are stated at the lower of cost or net realizable value. Cost is calculated on athe first-in, first-out basis. Supplies consist of items not used directly in the production of goods, such as maintenance and other supplies utilized in the production area.

Funds held for customers Our payroll services businesses collect funds from clients to pay their payroll and related taxes. We hold these funds temporarily until payments are remitted to the clients' employees and the appropriate taxing authorities. Certain of the customer contracts for our domestic payroll processing business include legal restrictions regarding the use of these funds. In addition, our treasury management cash receipt processing business remits a portion of cash receipts to our clients the business day following receipt. TheseAll of these funds, consisting of cash and available-for-sale marketabledebt securities, are reported as funds held for customers inon the consolidated balance sheets. The corresponding liability for these obligations is included in accrued liabilities inalso reported as funds held for customers on the consolidated balance sheets. The available-for-sale marketabledebt securities are carried at fair value, with unrealized gains and losses included in accumulated other comprehensive loss inon the consolidated balance sheets. Realized gains and losses are included in revenue in ouron the consolidated statements of (loss) income and were not significant during the past 3 years.

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)


Long-term investments Long-term investments consist primarily of cash surrender values of company-owned life insurance policies. Certain of these policies fund amounts due under our deferred compensation plan and our inactive supplemental executive retirement plan. Further information regarding these plans can be found in Note 11Notes 13 and Note 12.14.

Property, plant and equipment Property, plant and equipment, including leasehold and other improvements that extend an asset's useful life or productive capabilities, are stated at historical cost less accumulated depreciation. Buildings have been assigned useful lives of 40 years and machinery and equipment are generally assigned useful lives ranging from 1 year to 11 years, with a weighted-average useful life of 7 years as of December 31, 20172019. Buildings are depreciated using the 150% declining balance method, and machinery and equipment areis depreciated using the sum-of-the-years' digits method. Leasehold and building improvements are depreciated on the straight-line basis over the estimated useful life of the property or the life of the lease, whichever is shorter. Amortization of assets that are recorded under finance leases is included in depreciation expense. Maintenance and repairs are expensed as incurred.

Fully depreciated assets are retained in property, plant and equipment until disposal. Any gains or losses resulting from the disposition of property, plant and equipment are included in SG&A expense inon the consolidated statements of income, with the exception of building sales. Such gains and losses are reported separately in the consolidated statements of income, if significant.(loss) income.

Assets held for saleLeases On January 1, 2019, we adopted Accounting Standards Update (ASU) No. 2016-02, Leasing, and related amendments. We record assets held for sale atadopted these standards using a modified retrospective approach and the loweroptional transition method under which prior periods are not restated. Adoption of their carrying valuethese standards did not have a significant impact on our consolidated statement of (loss) income or fair value less costs to sell. Assets are classified as held for sale inour consolidated statement of cash flows. Information regarding the impact on our consolidated balance sheets when all of the following conditions are met: (1) management has the authority and commits to a plan to sell the assets; (2) the assets are available for immediate sale in their present condition; (3) there is an active program to locate a buyer and the plan to sell the assets has been initiated; (4) the sale of the assets is probable within one year; (5) the assets are being actively marketed at a reasonable sales price relative to their current fair value; and (6) it is unlikely that the plan to sell will be withdrawn or that significant changes to the plan will be made. Information regarding assets held for salesheet can be found in Note 2.

We determine if an arrangement is a lease at inception by considering whether a contract explicitly or implicitly identifies assets deployed in the arrangement and whether we have obtained substantially all of the economic benefits from the use of the underlying assets and direct how and for what purpose the assets are used during the term of the contract. Lease expense, as well as rent expense in 2018 and 2017, is recognized on the straight-line basis over the lease term and is included in total cost of revenue and in SG&A expense on the consolidated statements of (loss) income. Interest on finance leases, formerly known as capital leases, is included in interest expense on the consolidated statements of (loss) income.

Beginning in 2019, operating leases are included in operating lease assets, accrued liabilities and operating lease liabilities on the consolidated balance sheet. Finance leases are included in property, plant and equipment, accrued liabilities and other non-current liabilities on the consolidated balance sheet. Lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As our lease agreements typically do not provide an implicit rate, we use our incremental borrowing rate, based on information available at the lease commencement date, in determining the present value of lease payments. Certain of our lease agreements include options to extend or terminate the lease. The lease term takes into account these options to extend or terminate the lease when it is reasonably certain that we will exercise the option.

Intangibles Intangible assets are stated at historical cost less accumulated amortization. Amortization expense is generally determined on the straight-line basis, with the exception of customer lists, which are generally amortized using accelerated methods that reflect the pattern in which we receive the economic benefit of the asset. Intangibles have been assigned useful lives ranging from 1 year to 1412 years, with a weighted-average useful life of 6 years as of December 31, 20172019. Each reporting period, we evaluate the remaining useful lives of our amortizable intangibles to determine whether events or circumstances warrant a revision to the remaining period of amortization. If our estimate of an asset's remaining useful life is revised, the remaining carrying amount of the asset is amortized prospectively over the revised remaining useful life. As of December 31, 2017, we held a trade name asset that has been assigned an indefinite useful life. As such, this asset is not amortized, but is subject to impairment testing on at least an annual basis. Any gains or losses resulting from the disposition of intangibles are included in SG&A expense inon the consolidated statements of (loss) income.

We capitalize costs of software developed or obtained for internal use, including website development costs, once the preliminary project stage has been completed, management commits to funding the project and it is probable that the project will be completed and the software will be used to perform the function intended. Capitalized costs include only (1) external direct costs of materials and services consumed in developing or obtaining internal-use software, (2) payroll and payroll-related costs for employees who are directly associated with and who devote time to the internal-use software project, and (3) interest costs incurred, when significant, while developing internal-use software. Costs incurred in populating websites with information about the company or products are expensed as incurred. Capitalization of costs ceases when the project is substantially complete and ready for its intended use. The carrying value of internal-use software is reviewed in accordance with our policy on impairment of long-lived assets and amortizable intangibles.

We incur costs in connection with the development of certain software products that we sell to our customers. Costs for the development of software products to be sold are expensed as incurred until technological feasibility is established, at which time, such costs are capitalized until the product is available for general release to customers.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)


Business combinations We periodically complete business combinations that align with our business strategy. The identifiable assets acquired and liabilities assumed are recorded at their estimated fair values, and the results of operations of each acquired business are included in our consolidated statements of (loss) income from their acquisition dates. The purchase price for each acquisition is equivalent to the fair value of the consideration transferred, including any contingent consideration. Goodwill is recognized for the excess of the purchase price over the net fair value of the assets acquired and liabilities assumed. While we use our best estimates and assumptions, our fair value estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to 1 year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Any adjustments required after the measurement period are recorded in the consolidated statements of (loss) income. Transaction costs related to acquisitions are expensed as incurred and are included in SG&A expense on the consolidated statements of (loss) income.

Impairment of long-lived assets and amortizable intangibles We evaluate the recoverability of property, plant, equipment and amortizable intangibles not held for sale whenever events or changes in circumstances indicate that an asset'sasset group's carrying amount may not be recoverable. Such circumstances could include, but are not limited to, (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used or in its physical condition, or (3) an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of an asset. We compare the carrying amount of the asset group to the estimated undiscounted future cash flows associated with it. If the sum of the expected future net cash flows is less than the carrying value of the asset group being evaluated, an impairment loss would beis recognized. The impairment loss would beis calculated as the amount by which the carrying value of the asset group exceeds theits estimated fair value of the asset.value. As quoted market prices are not available for the majority of our assets, the estimate of fair value is based on various valuation techniques, including the discounted value of estimated future cash flows. During 2017,In each of the past 3 years, we recorded asset impairment charges related to Small Business Servicescertain intangible assets. Further information regarding thethese impairment charges can be found in Note 7.8.

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

We evaluate the recoverability of property, plant, equipment and intangibles held for sale by comparing the asset'sasset group's carrying amount with its estimated fair value less costs to sell. ShouldIf the estimated fair value less costs to sell beis less than the carrying value of the long-lived asset group, an impairment loss would beis recognized. The impairment loss would beis calculated as the amount by which the carrying value of the asset exceeds theits estimated fair value of the asset less costs to sell. During 2017, we recorded asset impairment charges related to Small Business Services assets held for sale. Further information regarding thethese impairment charges can be found in Note 2.8.

The evaluation of asset impairment requires us to make assumptions about future cash flows over the life of the asset group being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts.

Impairment of goodwill and indefinite-lived intangibles and goodwill We evaluate the carrying value of goodwill and indefinite-lived intangibles and goodwill onas of July 31st of each year and between annual evaluations if events occur or circumstances change that would indicate a possible impairment. Such circumstances could include, but are not limited to, (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, (3) an adverse action or assessment by a regulator, or (4) an adverse change in market conditions that areis indicative of a decline in the fair value of the assets.assets, including the loss of a significant customer, (4) a change in our business strategy, or (5) an adverse action or assessment by a regulator. Information regarding the results of our impairment analyses can be found in Note 7.8.

During 2018 and 2017, we held a trade name asset that was assigned an indefinite useful life. In completing the annual impairment analysis of our indefinite-lived trade name in each of the past 3 years,this asset, we elected to perform a quantitative assessment.assessment in each year. This assessment comparescompared the carrying amount of the asset to its estimated fair value. The estimate of fair value iswas based on the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the trade name. An assumed royalty rate iswas applied to forecasted revenue and the resulting cash flows arewere discounted. If the estimated fair value iswas less than the carrying value of the asset, an impairment loss would bewas recognized for the difference. In addition to the required impairmentDuring 2018, our analysis we regularly evaluate the remaining useful life ofindicated that this asset to determine whether events and circumstances continue to support an indefinite useful life. If we were to determine that the asset has a finite useful life, we would test it forwas fully impaired. Further information regarding this impairment and then amortize its remaining carrying value over its estimated remaining useful life.can be found in Note 8.

To analyze goodwill for impairment, we must assign our goodwill to individual reporting units. Identification of reporting units includes an analysis of the components that comprise each of our operating segments, which considers, among other things, the manner in which we operate our business and the availability of discrete financial information. Components of an operating segment are aggregated to form one1 reporting unit if the components have similar economic characteristics. We periodically review our reporting units to ensure that they continue to reflect the manner in which we operate our business.

When completing our annual goodwill impairment analysis, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after this qualitative assessment, we determine it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the quantitative impairment test is unnecessary.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)


When performing a quantitative analysis of goodwill, we calculate the estimated fair value of eachthe reporting unit to which goodwill is assigned and compare this estimated fair valueamount to the carrying amount of the reporting unit's net assets. In calculatingassets, including goodwill. We use the income approach to calculate the estimated fair value we use the income approach. The incomeof a reporting unit. This approach is a valuation technique under which we estimate future cash flows using the reporting unit's financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we project revenue and apply our fixed and variable cost experience rates to the projected revenue to arrive at the future cash flows. A terminal value is then applied to the projected cash flow stream. Future estimated cash flows are discounted to their present value to calculate the estimated fair value. TheOur discount rate used is the market-value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair values of our reporting units, we are required to estimate a number of factors, including projected operating results, terminalmarket factors specific to the business, revenue growth rates, economic conditions, anticipated future cash flows, terminal growth rates, the discount rate, direct costs and the allocation of shared orand corporate items. When completing a quantitative analysis for all of our reporting units, the summation of our reporting units' fair values is compared to our consolidated fair value, as indicated by our market capitalization, to evaluate the reasonableness of our calculations. If the carrying amount of a reporting unit's net assets exceeds its estimated fair value, an impairment loss is recorded for the amount by which the reporting unit's carrying value exceeds its fair value,difference, not to exceed the carrying amount of goodwill.

Contract acquisitionAssets held for saleWe record assets held for sale at the lower of their carrying value or estimated fair value less costs to sell. Assets are classified as held for sale on our consolidated balance sheets when all of the following conditions are met: (1) management has the authority and commits to a plan to sell the assets; (2) the assets are available for immediate sale in their present condition; (3) there is an active program to locate a buyer and the plan to sell the assets has been initiated; (4) the sale of the assets is probable within one year; (5) the assets are being actively marketed at a reasonable sales price relative to their current fair value; and (6) it is unlikely that the plan to sell will be withdrawn or that significant changes to the plan will be made. Information regarding assets held for sale can be found in Note 3.

Loans and notes receivable from distributors We record contract acquisition costs whenhave, at times, provided loans to certain of our Safeguard® distributorsto allow them to purchase the operations of other small business distributors. We have also sold distributors and customer lists that we signown in exchange for notes receivable. These loans and notes receivable are included in other current assets and other non-current assets on the consolidated balance sheets. Interest is accrued at market interest rates as earned. We continually monitor the credit quality and associated risks of these receivables on an individual basis, based on criteria such as the financial stability of the distributor, historical commissions earned and their reported financial results. We generally withhold commissions payable to the distributors to settle the monthly payments due on the receivables, thus somewhat mitigating the risk that the receivables will not be collected. As of December 31, 2019 and December 31, 2018, past due amounts, allowances for credit losses and receivables placed on non-accrual status were not significant. The determination to place receivables on non-accrual status or renew certain contracts withto resume the accrual of interest is completed on a case-by-case basis, evaluating the specifics of each situation.

Prepaid product discounts Certain of our financial institution clients. These costs, which are essentially pre-paidcontracts require prepaid product discounts consistin the form of upfront cash payments or accruals for amounts owed to financial institution clients byclients. These prepaid product discounts are included in other non-current assets on our Financial Services segment. Contract acquisition costsconsolidated balance sheets and are generally amortized as reductions of revenue over the related contract term, generally on the straight-line basis.basis over the contract term. Currently, these amounts are being amortized over periods ranging from 1 yearup to 1014.5 years, with a weighted-average life of 6 years as of December 31, 2017.2019. Whenever events or changes occur that impact the related contract, including significant declines in the anticipated profitability, we evaluate the carrying value of the contract acquisition costsprepaid product discounts to determine if impairment has occurred.they are impaired. Should a financial institution cancel a contract prior to the agreement's termination date, or should the volume of orders realized through a financial
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

institution fall below contractually-specified minimums, we generally have a contractual right to a refund of the remaining unamortized contract acquisition costs. These costs are included in other non-current assets in the consolidated balance sheets.prepaid product discount.

Advertising costs Deferred advertising costs include materials, printing, labor and postage costs related to direct response advertising programs of our Direct Checks and Small Business Services segments. These costs are amortized as SG&A expense over periods (not exceeding 18 months) that correspond to the estimated revenue streams of the individual advertisements. The actual revenue streams are analyzed at least annually to monitor the propriety of the amortization periods. Judgment is required in estimating the future revenue streams, especially with regard to check re-orders, which can span an extended period of time. Significant changes in the actual revenue streams would require the amortization periods to be modified, thus impacting our results of operations during the period in which the change occurred and in subsequent periods. Within our Direct Checks segment, approximately 88%89% of the costs of individual advertisements is expensed within 6 months of the advertisement. The deferred advertising costs of our Small Business Services segment are fully amortized within 6 months of the advertisement. Deferred advertising costs are included in other current assets and other non-current assets inon the consolidated balance sheets.

Non-direct response advertising projectscosts are expensed as incurred. Catalogs provided to financial institution clients of our Financial Services segment are accounted for as prepaid assets until they are shipped to financial institutions. The total amount of advertising expense, including direct response and non-direct response advertising, was $78,722$70,798 in 2019, $74,549 in 2018 and $78,722 in 2017, $85,141 in 2016 and $87,396 in 2015.
Loans and notes receivable from distributors – We have, at times, provided loans to certain of our Safeguard® distributorsto allow them to purchase the operations of other small business distributors. We have also sold the operations of distributors that we own in exchange for notes receivable. These loans and notes receivable are included in other current assets and other non-current assets in the consolidated balance sheets. Interest is accrued at market interest rates as earned. We generally withhold commissions payable to the distributors to settle the monthly payments due on the receivables. We evaluate the collectibility of the receivables based on the commissions earned by the distributors and their reported financial results. As of December 31, 2017 and December 31, 2016, past due amounts, allowances for credit losses and receivables placed on non-accrual status were not significant. The determination to place receivables on non-accrual status is completed on a case-by-case basis, evaluating the specifics of each situation.

Restructuring charges – Over the past several years, we have recorded restructuring charges as a result of various cost management efforts, including facility closings, the relocation of business activities, and fundamental changes in the manner in which certain business functions are conducted, including the integration of acquired businesses. These charges have consisted primarily of accruals for employee termination benefits payable under our ongoing severance benefit plan. We record accruals for employee termination benefits when it is probable that a liability has been incurred and the amount of the liability is reasonably estimable. As such, judgment is involved in determining when it is appropriate to record restructuring accruals. Additionally, we are required to make estimates and assumptions in calculating the restructuring accruals as, on some occasions, employees choose to voluntarily leave the company prior to their termination date or they secure another position within the company. In these situations, the employees do not receive termination benefits. To the extent our assumptions and estimates differ from our actual costs, subsequent adjustments to restructuring accruals have been and will be required. Restructuring accruals are included in accrued liabilities in our consolidated balance sheets. In addition to employee termination benefits, we also typically incur other costs related to restructuring and integration activities including, but not limited to, information technology costs, employee and equipment moves, training and travel. These costs are expensed as incurred.

Litigation We are party to legal actions and claims arising in the ordinary course of business. We record accruals for legal matters when the expected outcome of these matters is either known or considered probable and can be reasonably
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

estimated. Our accruals do not include related legal and other costs expected to be incurred in defense of legal actions. Further information regarding litigation can be found in Note 14.17.

Income taxes DeferredWe estimate our income tax provision based on the various jurisdictions where we conduct business. Judgment is required in determining our worldwide income tax provision. We estimate our current tax liability and record deferred income taxes resultresulting from temporary differences between the financial reporting basis of assets and liabilities and their respective tax reporting bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences reverse. Net deferred tax assets are recognized to the extent that realization of such benefits is more likely than not. OurTo the extent that we believe realization is not likely, we establish a valuation allowance against the net deferred income tax balances as of December 31, 2017 were affected by the Tax Cuts and Jobs Act, which was enacted on December 22, 2017. Further information regarding the impact of this legislation can be found in Note 9.assets.
 
We are subject to tax audits in numerous domestic and foreign tax jurisdictions. Tax audits are often complex and can require several years to complete. In the normal course of business, we are subject to challenges from the Internal Revenue Service and other tax authorities regarding the amount of taxes due. These challenges may alter the timing or amount of taxable income or deductions, or the allocation of income among tax jurisdictions. We recognize the benefits of tax return positions in the financial statements when they are more-likely-than-not to be sustained by the taxing authorities based solely on the technical merits of the position. If the recognition threshold is met, the tax benefit is measured and recognized as the largest amount of tax benefit that, in our judgment, is greater than 50% likely to be realized. Accrued interest and penalties related to unrecognized tax positions areis included in our provision for income taxes inon the consolidated statements of (loss) income.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)


Derivative financial instruments Information regardingAs of December 31, 2019, we had an outstanding interest rate swap related to amounts drawn under our derivative financial instruments is included in Note 6.revolving credit facility. We did not have any derivative instruments outstanding as of December 31, 2017 or December 31, 2016, as we settled all of2018. Further Information regarding our interest rate swaps during 2016.derivative financial instruments can be found in Note 7.

We do not use derivative financial instruments for speculative or trading purposes. Our policy is that all derivative transactions must be linked to an existing balance sheet item or firm commitment, and the notional amount cannot exceed the value of the exposure being hedged.

We recognize all derivative financial instruments inon the consolidated financial statements at fair value regardless of the purpose or intent for holding the instrument. Changes in the fair value of derivative financial instruments are recognized periodically either in income or in shareholders' equity as a component of accumulated other comprehensive loss, depending on whether the derivative financial instrument qualifies for hedge accounting, and if so, whether it qualifies as a fair value hedge or a cash flow hedge and whether the hedge is effective. Generally, changes in the fair valuesvalue of derivatives accounted for as fair value hedges are recorded in income along with the portion of the change in the fair value of the hedged items that relate to the hedged risk. Changes in the fair valuesvalue of derivatives accounted for as cash flow hedges, to the extent they are effective as hedges, are recorded in accumulated other comprehensive loss, net of tax. We classify the cash flows from derivative instruments that have been designated as fair value or cash flow hedges in the same category as the cash flows from the items being hedged. Changes in the fair valuesvalue of derivatives not qualifying as hedges and the ineffective portion of hedges are reported in income.

Revenue recognition In general,On January 1, 2018,we adopted ASU No. 2014-09, Revenue from Contracts with Customers, and related amendments. We applied the new standards using the modified retrospective approach under which the cumulative effect of initially applying the standards was recorded as an adjustment to retained earnings as of the date of adoption. As such, our results for 2017 were not revised and continue to be reported under the accounting standards in effect at that time. The impact of these standards on our 2018 consolidated statement of income was not significant.

Beginning in 2018, our product revenue is recognized when control of the goods is transferred to customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods. In most cases, control is transferred when products are shipped. We have elected to account for shipping and handling activities that occur after the customer has obtained control of the product as fulfillment activities and not as separate performance obligations. For our service revenues, we recognize the vast majority of this revenue as services are provided. The majority of our contracts are for the shipment of tangible products or the delivery of services that have a single performance obligation or include multiple performance obligations where control is transferred at the same time.

During 2017, revenue was recognized when (1) persuasive evidence of an arrangement exists,existed, (2) delivery has occurred or services have beenwere rendered, (3) the sales price iswas fixed or determinable, and (4) collectibility iswas reasonably assured. Revenue is presented in the consolidated statements of income net of rebates, discounts, amortization of contract acquisition costs, and sales tax.

The majority of our revenues are generated from the sale of products for whichOur product revenue iswas recognized upon shipment or customer receipt, based upon the transfer of title. Producttitle, and we recognized the majority of our service revenue includes amounts billed to customers for shipping and handling and pass-through costs, such as marketing materials for which our financial institution clients reimburse us. Costs incurred for shipping and handling and pass-through costs are reflected in cost of products. For sales with a right of return, we record a reserve for estimated sales returns based on our significant historical experience.the services were provided.

We enter into contractual agreementsIn all periods, revenue is presented on the consolidated statements of (loss) income net of rebates, discounts, amortization of prepaid product discounts, and taxes collected concurrent with revenue-producing activities. Many of our check supply contracts with financial institution clientsinstitutions provide for rebates on certain products we sell.products. We record these amountsrebates as reductions of revenue in the consolidated statements of income and as accrued liabilities inon the consolidated balance sheets when the related revenue is recorded. At times, we may also sell products at discounted prices or provide free productsrecognized. Amounts billed to customers when they purchase a specified product. Discounts are recorded as reductions of revenue when the related revenue is recorded. The cost of free products is recorded as cost of products when the revenue for the related order is recorded. Reported revenue for our Financial Services segment does not reflect the full retail price paid by end-consumers to their financial institutions. Instead, revenue reflects the amounts paid to us by our financial institution clients.

Our services consist primarily of web design, hosting and other web services; fraud prevention; marketing services, including email, mobile, social media and other self-service marketing solutions, as well as data-driven marketing solutions; treasury management solutions; financial institution customer acquisition and loyalty programs; payroll services; and logo design. We recognize the majority of these service revenues as the services are provided. In some situations, our web hosting and applications services are billed on a quarterly, semi-annual or annual basis. When a customer pays in advance for services, we defer the revenue and recognize it as the services are performed. Up-front set-up fees related to our treasury management solutions are deferred and recognized as revenue on the straight-line basis over the term of the customer relationship. Deferred revenue is included in accrued liabilities and other non-current liabilities in the consolidated balance sheets.

A portion of our revenue from treasury management solutions results from the sale of bundled arrangements that may include hardware, software and professional services. As these arrangements involve customization and modification of the software, we recognize revenues from these contracts using the percentage-of-completion method of accounting, which involves calculating the percentage of services provided during the reporting period compared with the total estimated services to be provided over the duration of the contract. We record costs and earnings in excess of billings on uncompleted contracts within other current assets and billings in excess of costs and earnings on uncompleted contracts within other current liabilities in the consolidated balance sheets. The amount included in other current assets related to these contracts was $16,379 as of December 31, 2017 and $6,729 as of December 31, 2016. The amount included in other current liabilities related to these contracts was $2,233 as of December 31, 2017 and $1,266 as of December 31, 2016.

At times, a financial institution client may terminate its contract with us prior to the end of the contract term. In substantially all of these cases, the financial institution is contractually required to remit a contract termination payment. Such payments are recorded as revenue when the termination agreement is executed, provided that we have no further service or contractual obligations, and collection of the funds is assured. If we have a continuing service obligation following the execution of a contract termination agreement, we record the related revenue over the remaining service period.

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

customers for shipping and handling are included in revenue, while the related shipping and handling costs are reflected in cost of products and are accrued when the related revenue is recognized.

When another party is involved in providing goods or services to a customer, we must determine whether our obligation is to provide the specified good or service itself (i.e., we are the principal in the transaction) or to arrange for that good or service to be provided by the other party (i.e., we are an agent in the transaction). When we are responsible for satisfying a performance obligation, based on our ability to control the product or service provided, we are considered the principal and revenue is recognized for the gross amount of consideration. When the other party is primarily responsible for satisfying a performance obligation, we are considered the agent and revenue is recognized in the amount of any fee or commission to which we are entitled. Within our Small Business Services segment, we sell certain products and services through a network of Safeguard distributors. We have determined that we are the principal in these transactions and revenue is recorded for the gross amount of consideration.

Certain of our contracts for data-driven marketing solutions and treasury management outsourcing services have variable consideration that is contingent on either the success of the marketing campaign ("pay-for-performance") or the volume of outsourcing services provided. We recognize revenue for estimated variable consideration as services are provided based on the most likely amount to be realized. Revenue is recognized to the extent that it is probable that a significant reversal of revenue will not occur when the contingency is resolved. Estimates regarding the recognition of variable consideration are updated each quarter. Typically, the amount of consideration for these contracts is finalized within 4 months, although pricing under certain of our outsourcing contracts may be based on annual volume commitments. Revenue recognized from these contracts was approximately $200,000 in 2019.

Our payment terms vary by type of customer and the products or services offered. The time period between invoicing and when payment is due is not significant. For certain products, services and customer types, we require payment before the products or services are delivered to the customer. When a customer pays in advance, primarily for treasury management solutions and web hosting services, we defer the revenue and recognize it as the services are performed, generally over a period of less than 1 year. Deferred revenue is included in accrued liabilities and other non-current liabilities on our consolidated balance sheets.

In addition to the amounts included in deferred revenue, we will recognize revenue in future periods related to remaining performance obligations for certain of our data-driven marketing and treasury management solutions contracts. Generally, these contracts have terms of 1 year or less and many have terms of 3 months or less, and therefore, we disregard any potential financing component. The amount of revenue related to these unsatisfied performance obligations is not significant to our annual consolidated revenue. When the revenue recognized for uncompleted contracts exceeds the amount of customer billings and the right to receive the consideration is conditional, a contract asset is recorded. These amounts are included in revenue in excess of billings on the consolidated balance sheets. Additionally, we record an asset for unbilled receivables when the revenue recognized has not been billed to customers in accordance with contractually stated billing terms and the right to receive the consideration is unconditional. These amounts are also included in revenue in excess of billings on the consolidated balance sheets.

Beginning in 2018, we began recording sales commissions related to obtaining check supply and treasury management solution contracts as other non-current assets on the consolidated balance sheets. These assets are amortized as SG&A expense on the straight-line basis, which approximates the timing of the transfer of goods or services to the customer. Generally, these amounts are being amortized over periods of 3 to 5 years. We expense these sales commissions as incurred when the amortization period would be 1 year or less.

Restructuring and integration expense We incur restructuring and integration expense as a result of fundamental changes in the manner in which certain business functions are conducted, including the integration of acquired businesses into our systems and processes and the consolidation and migration of certain applications and processes. We also incur expenses resulting from our various cost management efforts, including facility closings and the relocation of business activities. These expenses consist of costs that are expensed when incurred, such as information technology consulting and project management costs, internal labor, employee and equipment moves, training and travel, as well as costs that are accrued for employee termination benefits payable under our ongoing severance benefit plan. We record accruals for employee termination benefits when it is probable that a liability has been incurred and the amount of the liability is reasonably estimable. We are required to make estimates and assumptions in calculating the restructuring accruals as, on some occasions, employees choose to voluntarily leave the company prior to their termination date or they secure another position within the company. In these situations, the employees do not receive termination benefits. To the extent our assumptions and estimates differ from our actual costs, subsequent adjustments to restructuring and integration accruals have been and will be required. Restructuring and integration accruals are included in accrued liabilities and other non-current liabilities on our consolidated balance sheets.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)


Employee share-based compensation Our share-based compensation consists of non-qualified stock options, restricted stock units, restricted stock, performance share awards and an employee stock purchase plan. Employee share-based compensation expense is included in total cost of revenue and in SG&A expense inon our consolidated statements of (loss) income, based on the functional areas of the employees receiving the awards, and is recognized as follows:

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 inon the consolidated balance sheets and are re-measured at fair value as of each balance sheet date.
Compensation expense resulting from the 15% discount provided under our employee stock purchase plan is recognized over the purchase period of 6 months.
The performance share awards specify certain performance/performance and 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.

EarningsPostretirement benefit plan We have historically provided certain health care benefits for a large number of retired U.S. employees hired prior to January 1, 2002. Our postretirement benefit income and obligation are calculated utilizing various actuarial assumptions and methodologies. These assumptions include, but are not limited to, the discount rate, the expected long-term rate of return on plan assets, estimated medical claims, the expected health care cost trend rate and the average remaining life expectancy of plan participants. We analyze the assumptions used each year when we complete our actuarial valuation of the plan. When actual events differ from our assumptions or when we change the assumptions used, an unrecognized actuarial gain or loss results. The gain or loss is recognized immediately on the consolidated balance sheets within accumulated comprehensive loss and is amortized into postretirement benefit income over the average remaining life expectancy of inactive plan participants, as a large percentage of our plan participants are classified as inactive.

The valuation of our postretirement plan requires judgment about circumstances that are inherently uncertain, including projected equity market performance, the number of plan participants, catastrophic health care events for our plan participants and a significant change in medical costs. Actual results may differ from assumed and estimated amounts.
(Loss) earnings per share We calculate (loss) earnings per share using the two-class method, as we have unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalent payments. The two-class method is an earnings allocation formula that determines (loss) earnings per share for each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings. Basic (loss) earnings per share is based on the weighted-average number of common shares outstanding during the year. Diluted (loss) earnings per share is based on the weighted-average number of common shares outstanding during the year, adjusted to give effect to potential common shares such as stock options and shares to be issued under our employeeother awards that are not participating securities, calculated using the treasury stock purchase plan.method.

Comprehensive (loss) income Comprehensive (loss) income includes charges and credits to shareholders' equity that are not the result of transactions with shareholders. Our total comprehensive (loss) income consists of net (loss) income, changes in the funded status and amortization of amounts related to our postretirement benefit plans, unrealized gains and losses on our cash flow hedge, unrealized gains and losses on available-for-sale marketabledebt securities and foreign currency translation adjustments. The items of other comprehensive income, with the exception of net(loss) income are included in accumulated other comprehensive loss inon the consolidated balance sheets and statements of shareholders' equity.equity, net of their related tax impacts. We release stranded income tax effects from accumulated other comprehensive loss when the circumstances upon which they are premised cease to exist.


DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

NOTE 2: NEW ACCOUNTING PRONOUNCEMENTS

Accounting Standards Recently adopted accounting pronouncements –Adopted

ASU No. 2016-02 In January 2017,February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-04, Simplifying the Test for Goodwill Impairment. The standard removes Step 2 of the goodwill impairment test, which requires a company to perform procedures to determine the fair value of a reporting unit's assets and liabilities following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, a goodwill impairment charge will now be measured as the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. We elected to early adopt this standard on January 1, 2017 and applied this guidance when calculating the goodwill impairment charge discussed in Note 7.

Accounting pronouncements not yet adopted – In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The standard provides revenue recognition guidance for any entity that enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets, unless those contracts are within the scope of other accounting standards. The standard also expands the required financial statement disclosures regarding revenue recognition. In addition, in March 2016, the FASB issued ASU No. 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), in April 2016, the FASB issued ASU No. 2016-10, Identifying Performance Obligations and Licensing, and in May 2016, the FASB issued ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients. These standards are intended to clarify aspects of ASU No. 2014-09 and are effective for us upon adoption of ASU No. 2014-09. The new guidance is effective for us on January 1, 2018. We are currently finalizing our analysis of each of our revenue streams in accordance with the new guidance. We believe the most significant change is that we will begin deferring commission costs related to obtaining our check supply and treasury management solution contracts within the Financial Services segment. These amounts will be amortized as SG&A expense over the related contract term, generally on the straight-line basis over periods of 3 to 6 years. We will elect the practical expedient under which we will recognize these commissions as incurred if the contract or terms of sale is less than 1 year. In addition, we will accelerate the recognition of revenue related to certain contracts within our
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

Financial Services segment that have variable consideration. The impact of this change on our consolidated financial statements will not be significant. In adopting the standards, we will use the modified retrospective method, applying the guidance to uncompleted contracts as of January 1, 2018. As such, we will record the cumulative effect of the change in the first quarter of 2018 by recording a non-current asset for the incremental commission costs with an offset to opening retained earnings. We currently estimate this amount will be approximately $6,000. Prior periods will not be retrospectively adjusted. In our 2018 financial statements, we will disclose the amount by which each financial statement line item is affected by the application of the new guidance as compared with the guidance that was in effect before the change. Our 2018 financial statements will also reflect the disclosures required by the new standards.

In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. The standard is intended to improve the recognition, measurement, presentation and disclosure of financial instruments. The guidance is effective for us on January 1, 2018. We do not expect the application of this standard to have a significant impact on our results of operations or financial position.

In February 2016, the FASB issued ASU No. 2016-02, Leasing. TheThis standard is intended to increase transparency and comparability among organizations by requiring the recognition of lease right-of-use assets and lease liabilities for virtually all leases and by requiring the disclosure of key information about leasing arrangements. TheIn July 2018, the FASB issued two amendments to this standard: ASU No. 2018-10, Codification Improvements to Topic 842, Leases, which amended narrow aspects of the guidance is effective for usin ASU No. 2016-02, and ASU No. 2018-11, Targeted Improvements, which provided an optional transition method under which comparative periods presented in financial statements in the period of adoption would not be restated. In March 2019, the FASB issued ASU No. 2019-01, Codification Improvements. This standard addressed areas identified as companies prepared to implement ASU No. 2016-02. We adopted all of these standards on January 1, 2019, and requires adoption using a modified retrospective approach. approach and the optional transition method under ASU No. 2018-11. As such, prior periods have not been restated to reflect the new guidance.

We are currently assessingelected the impactpractical expedient package outlined in ASU No. 2016-02 under which we did not have to reassess whether an arrangement contains a lease, we carried forward our previous classification of this standardleases as either operating or capital leases, and we did not reassess previously recorded initial direct costs. Additionally, we made the following policy elections:

we excluded leases with original terms of 12 months or less from lease assets and lease liabilities;
we separated nonlease components, such as common area maintenance charges and utilities, from the associated lease component for real estate leases, based on their estimated fair values; and
we used the accounting lease term when determining the incremental borrowing rate for leases with renewal options.

Adoption of the standards had a material impact on our consolidated financial statements.balance sheet, but did not have a significant impact on our consolidated statement of loss or our consolidated statement of cash flows. The most significant impact was the recognition of operating lease assets of $50,803, current operating lease liabilities of $13,611 and non-current operating lease liabilities of $37,440 as of January 1, 2019. Our accounting for finance leases remained substantially unchanged.

Accounting Standards Not Yet Adopted

ASU No. 2016-13In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments. TheThis standard introduces new guidance for the accounting for credit losses on instruments within its scope, including trade and loans receivable and available-for-sale debt securities. In addition, the FASB subsequently issued several amendments to this standard. All of these standards are effective for us on January 1, 2020 and require adoption using a modified retrospective approach. We do not expect the application of these standards to have a significant impact on accounts receivable, and we are currently completing our assessment of the impact on notes receivable. We also do not expect the application of these standards to have a significant impact on our results of operations.

ASU No. 2018-13– In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurements. This standard removes, modifies and adds certain disclosures related to recurring and nonrecurring fair value measurements. During 2018, we adopted the provisions of the standard that remove and modify disclosure requirements. The additional disclosures required under the guidance are effective for us on January 1, 2020 and are required to be applied prospectively to fair value measurements completed on or after the effective date.

ASU No. 2018-15– In August 2018, the FASB issued ASU No. 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The accounting for the service element of a hosting arrangement that is a service contract is not affected by the new standard. The guidance is effective for us on January 1, 2020 and requires adoptionmay be adopted retrospectively or prospectively to eligible costs incurred on or after the date the guidance is first applied. This new guidance will impact our results of operations and financial position as we currently expense these implementation costs as incurred. We plan to adopt the standard prospectively. As such, the impact of the standard on our consolidated financial statements depends on the transactions that occur subsequent to adoption.

ASU No. 2019-12 – In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes. This standard addresses several specific areas of accounting for income taxes. The guidance is effective for us on January 1, 2021. Portions of the standard are required to be adopted prospectively and certain aspects will be adopted using athe modified retrospective approach. We do not expect the application of this standard to have a significant impact on our results of operations or financial position.

In October 2016, the FASB issued ASU No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory. The standard requires recognition of the tax effects resulting from the intercompany sale of an asset when the transfer occurs. Previously, the tax effects were deferred until the transferred asset was sold to a third party. The guidance is effective for us on January 1, 2018 and requires adoption using a modified retrospective approach. We do not expect the application of this standard to have a significant impact on our results of operations or financial position.

In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business. The standard revises the definition of a business, which affects many areas of accounting such as business combinations and disposals and goodwill impairment. The revised definition of a business will likely result in more acquisitions being accounted for as asset acquisitions, as opposed to business combinations. The guidance is effective for us on January 1, 2018 and is required to be applied prospectively to transactions occurring on or after the effective date.

In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The standard requires that the service cost component of net periodic benefit expense be recognized in the same statement of income caption(s) as other compensation costs, and requires that the other components of net periodic benefit expense be recognized in the non-operating section of the statement of income. In addition, only the service cost component of net periodic benefit expense is eligible for capitalization when applicable. The guidance is effective for us on January 1, 2018. The reclassification of the other components of net periodic benefit expense will be applied on a retrospective basis. As we will use the practical expedient for adoption outlined in the standard, annual net periodic benefit income of $2,016 for 2017, $1,841 for 2016 and $2,697 for 2015 will be reclassified from total cost of revenue and SG&A expense to other income in our consolidated statements of income. This represents the entire amount of our net periodic benefit income as there is no service cost associated with our plans. The guidance allowing only the service cost component of net periodic benefit expense to be capitalized will be adopted on a prospective basis, and we do not expect this change to have a significant impact on our results of operations or financial position.

In May 2017, the FASB issued ASU No. 2017-09, Scope of Modification Accounting. The standard provides guidance about which changes to the terms or conditions of a share-based payment award require modification accounting, which may result in a different fair value for the award. The guidance is effective for us on January 1, 2018 and is required to be applied prospectively to awards modified on or after the effective date. Historically, modifications to our share-based payment awards have been rare. As such, we do not expect the application of this standard to have a significant impact on our results of operations or financial position.

In February 2018, the FASB issued ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The standard allows companies to make an election to reclassify from accumulated other comprehensive income to retained earnings the stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017. The guidance is effective for us on January 1, 2019. We intend to early adopt this guidance on January 1, 2018 and will elect to reclassify the stranded tax effects, which we estimate are approximately $7,000. The standard allows application of the new
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

guidance either in the period of adoption or retrospectively. We plan to reflect this impact in the period of adoption. This standard will have no impact on our results of operations or cash flows.


DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

Note 2: Supplemental balance sheet and cash flow information
NOTE 3: SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION

Trade accounts receivable – Net trade accounts receivable was comprised of the following at December 31:
(in thousands) 2017 2016 2019 2018
Trade accounts receivable – gross $152,728
 $155,477
 $168,406
 $177,501
Allowances for uncollectible accounts (2,884) (2,828) (4,985) (3,639)
Trade accounts receivable – net $149,844
 $152,649
 $163,421
 $173,862


Changes in the allowances for uncollectible accounts for the years ended December 31 were as follows:
(in thousands) 2017 2016 2015 2019 2018 2017
Balance, beginning of year $2,828
 $4,816
 $4,335
 $3,639
 $2,884
 $2,828
Bad debt expense 3,208
 2,539
 4,858
 5,213
 3,622
 3,208
Write-offs, net of recoveries (3,152) (4,527) (4,377) (3,867) (2,867) (3,152)
Balance, end of year $2,884
 $2,828
 $4,816
 $4,985
 $3,639
 $2,884


Inventories and supplies – Inventories and supplies were comprised of the following at December 31:
(in thousands) 2017 2016 2019 2018
Raw materials $7,357
 $5,861
 $6,977
 $7,543
Semi-finished goods 7,635
 7,990
 7,368
 7,273
Finished goods 24,146
 23,235
 21,982
 27,608
Supplies 3,111
 3,096
 3,594
 4,017
Inventories and supplies $42,249
 $40,182
 $39,921
 $46,441


Available-for-sale debt securities Available-for-sale marketabledebt securities included within funds held for customers were comprised of the following:
 December 31, 2017 December 31, 2019
(in thousands) Cost Gross unrealized gains Gross unrealized losses Fair value Cost Gross unrealized gains Gross unrealized losses Fair value
Funds held for customers:(1)
                
Domestic money market fund $17,300
 $
 $
 $17,300
 $18,000
 $
 $
 $18,000
Canadian and provincial government securities 9,051
 
 (393) 8,658
 9,056
 
 (304) 8,752
Canadian guaranteed investment certificates 7,955
 
 
 7,955
 7,698
 
 
 7,698
Available-for-sale securities $34,306
 $

$(393)
$33,913
Available-for-sale debt securities $34,754
 $

$(304)
$34,450

(1) Funds held for customers, as reported on the consolidated balance sheet as of December 31, 2017,2019, also included cash of $52,279.$83,191.



DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

 December 31, 2016 December 31, 2018
(in thousands) Cost Gross unrealized gains Gross unrealized losses Fair value Cost Gross unrealized gains Gross unrealized losses Fair value
Funds held for customers:(1)
                
Domestic money market fund $6,002
 $
 $
 $6,002
 $16,000
 $
 $
 $16,000
Canadian and provincial government securities 8,320
 
 (228) 8,092
 8,485
 
 (355) 8,130
Canadian guaranteed investment certificates 7,440
 
 
 7,440
 7,333
 
 
 7,333
Available-for-sale securities $21,762
 $
 $(228) $21,534
Available-for-sale debt securities $31,818
 $
 $(355) $31,463


(1) Funds held for customers, as reported on the consolidated balance sheet as of December 31, 20162018, also included cash of $66,28969,519.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

 
Expected maturities of available-for-sale debt securities as of December 31, 20172019 were as follows:
(in thousands) Fair value Fair value
Due in one year or less $26,026
 $28,700
Due in two to five years 3,506
 3,282
Due in six to ten years 4,381
 2,468
Available-for-sale securities $33,913
Available-for-sale debt securities $34,450


Further information regarding the fair value of available-for-sale marketabledebt securities can be found in Note 7.8.

Revenue in excess of billings– Revenue in excess of billings was comprised of the following at December 31:

(in thousands) 2019 2018
Conditional right to receive consideration $24,499
 $19,705
Unconditional right to receive consideration 8,291
 10,753
Revenue in excess of billings $32,790
 $30,458


Property, plant and equipment – Property, plant and equipment was comprised of the following at December 31:
 2017 2016 2019 2018
(in thousands) Gross carrying amount Accumulated depreciation Net carrying amount Gross carrying amount Accumulated depreciation Net carrying amount Gross carrying amount Accumulated depreciation Net carrying amount Gross carrying amount Accumulated depreciation Net carrying amount
Machinery and equipment $327,151
 $(282,741) $44,410
 $313,000
 $(275,721) $37,279
Buildings and improvements 118,284
 (86,162) 32,122
 116,348
 (83,317) 33,031
Land and improvements $28,220
 $(8,064) $20,156
 $28,129
 $(7,951) $20,178
 28,212
 (8,277) 19,935
 28,199
 (8,167) 20,032
Buildings and improvements 114,793
 (80,168) 34,625
 113,976
 (76,562) 37,414
Machinery and equipment 299,645
 (269,788) 29,857
 294,040
 (264,736) 29,304
Property, plant and equipment $442,658
 $(358,020) $84,638
 $436,145
 $(349,249) $86,896
 $473,647
 $(377,180) $96,467
 $457,547
 $(367,205) $90,342


Assets held for sale – Assets held for sale as of December 31, 2017 included2019 consisted of a Small Business Services customer list intangible asset and certain assets within Financial Services. The Small Business Services customer list was also held for sale as of December 31, 2018. We are actively marketing these assets and expect the selling prices will equal or exceed their current carrying values.

During 2018, we sold 2 providers of printed and promotional products that were classified as held for sale during the third quarter of 2017, as well asand 2 small business distributors, that were classified as held for sale during the fourth quarter of 2017. Assets held for salewell as of December 31, 2016 included the operations of aseveral small business distributor andcustomer lists. During 2017, we sold a provider of printed and promotional products, both of which were sold during 2017. Also during 2017, we sold the operations of an additional small business distributor that previously did not meet the requirements to be classified as held for sale in the consolidated balance sheets, as well as a small business distributor and assets associated with certain custom printing activities thatand 3 small business distributors. All of these assets were classified as held for sale during the second quarterincluded in our Small Business Services segment and consisted primarily of 2017.intangible assets. We determined that these businessesassets would be better positioned for long-term growth if they were managed independently.by independent distributors. Subsequent to the sales, the businesses areassets were owned by independent distributors that are part of our Safeguard distributor network. As such, our revenue iswas not impacted by these sales and the impact to our costs iswas not significant. WeDuring 2018, we entered into aggregate notes receivable of $35,616 in conjunction with these sales and we recognized aggregate net gains of $15,641 within SG&A expense on the consolidated statement of income. During 2017, we entered into aggregate notes receivable of $24,497 in conjunction with thethese sales and we recognized aggregate net gains of $8,703 within SG&A expense inon the 2017 consolidated statement of income.

The businesses sold during 2017, as well as those held for sale as of December 31, 2017, were included in our Small Business Services segment and their net assets consisted primarily of intangible assets. During 2017, we recorded aggregate pre-taxpretax asset impairment charges of $8,250 related to thea small business distributor sold during the second quarter of 2017. The impairment charges reduced the carrying value of the business to its fair value less costs to sell, as we finalized the sale of this business.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

We are actively marketing the remaining assets held for sale and we expect the selling prices will equal or exceed their current carrying values. Net assets held for sale consisted of the following at December 31:
(in thousands) 2017 2016 Balance sheet caption
Current assets $4
 $3
 Other current assets
Intangibles 8,459
 14,135
 Assets held for sale
Goodwill 3,566
 
 Assets held for sale
Other non-current assets 207
 433
 Assets held for sale
Accrued liabilities 
 (146) Accrued liabilities
Non-current deferred income tax liabilities 
 (5,697) Other non-current liabilities
Net assets held for sale $12,236
 $8,728
  


IntangiblesIntangiblesAmortizable intangibles were comprised of the following at December 31:
 2017 2016 2019 2018
(in thousands) Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount
Indefinite-lived:            
Trade name $19,100
 $
 $19,100
 $19,100
 $
 $19,100
Amortizable intangibles:  
  
  
  
  
  
Internal-use software 359,079
 (284,074) 75,005
 385,293
 (310,195) 75,098
 $380,905
 $(299,698) $81,207
 $388,477
 $(308,313) $80,164
Customer lists/relationships 343,589
 (121,729) 221,860
 308,375
 (76,276) 232,099
 348,055
 (187,462) 160,593
 379,570
 (170,973) 208,597
Trade names(1)
 36,931
 (19,936) 16,995
 68,261
 (40,857) 27,404
Software to be sold 36,900
 (11,204) 25,696
 34,700
 (7,050) 27,650
 36,900
 (19,657) 17,243
 36,900
 (15,430) 21,470
Technology-based intangibles 31,800
 (6,400) 25,400
 28,000
 
 28,000
 34,780
 (22,122) 12,658
 40,000
 (14,707) 25,293
Other 1,800
 (1,590) 210
 1,808
 (1,378) 430
Amortizable intangibles 810,099
 (444,933)
365,166

826,437

(435,756)
390,681
Trade names 32,505
 (28,084) 4,421
 50,645
 (26,204) 24,441
Intangibles $829,199
 $(444,933)
$384,266

$845,537

$(435,756)
$409,781
 $833,145
 $(557,023)
$276,122

$895,592

$(535,627)
$359,965


(1) DuringIn each of the third quarter of 2017,past 3 years, we recorded a pre-tax asset impairment charge of $14,752 for one ofcharges related to our trade names.intangible assets. Further information can be found in Note 7.8.

Amortization expense related to intangibles was as follows for the years ended December 31:
(in thousands) 2017 2016 2015 2019 2018 2017
Customer lists/relationships $54,450
 $33,233
 $19,854
 $51,243
 $57,243
 $54,450
Internal-use software 35,952
 35,217
 31,752
 41,258
 38,307
 35,952
Technology-based intangibles 7,415
 7,607
 6,400
Trade names 5,789
 4,952
 4,502
 5,391
 6,362
 5,789
Other amortizable intangibles 10,593
 3,683
 4,592
Software to be sold 4,227
 5,009
 4,193
Amortization of intangibles $106,784
 $77,085

$60,700
 $109,534
 $114,528

$106,784

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)


Based on the intangibles in service as of December 31, 20172019, estimated amortization expense for each of the next five years ending December 31 is as follows:
(in thousands) 
Estimated
amortization
expense
 
Estimated
amortization
expense
2018 $94,927
2019 74,917
2020 56,646
 $90,381
2021 45,681
 69,249
2022 31,785
 42,415
2023 28,133
2024 17,296


In
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

We acquire internal-use software in the normal course of business, webusiness. We also acquire internal-use software. Inintangible assets in conjunction with acquisitions we also acquire internal-use software and other amortizable intangible assets.(Note 6). The following intangible assets were acquired during the years ended December 31:
 2017 2016 2015 2019 2018 2017
(in thousands) Amount 
Weighted-average amortization period
(in years)
 Amount 
Weighted-average amortization period
(in years)
 Amount 
Weighted-average amortization period
(in years)
 Amount 
Weighted-average amortization period
(in years)
 Amount 
Weighted-average amortization period
(in years)
 Amount 
Weighted-average amortization period
(in years)
Customer lists/relationships $60,034
 7 $118,415
 8 $101,867
 8
Internal-use software 38,422
 3 45,780
 4 35,945
 4 $43,991
 3 $42,744
 3 $38,422
 3
Customer lists/relationships(1)
 17,771
 8 60,775
 8 60,034
 7
Trade names 10,000
 6 3,800
 4 1,400
 2 
  14,700
 7 10,000
 6
Technology-based intangibles 
  7,500
 5 800
 3
Software to be sold 2,200
 5 6,200
 10 
  
  
  2,200
 5
Technology-based intangible 800
 3 28,000
 5 
 
Acquired intangibles $111,456
 6 $202,195
 6 $139,212
 7 $61,762
 5 $125,719
 6 $111,456
 6


(1) We acquired customer lists that did not qualify as business combinations of $11,956 during 2019 and $1,188 during 2018.

Information regarding acquired intangibles does not include measurement-period adjustments recorded for changes in the estimated fair values of intangibles acquired through acquisitions. Information regarding these adjustments can be found in Note 5.

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
6.

Goodwill – Changes in goodwill by reportable segment and in total were as follows:
(in thousands) 
Small
Business
Services
 
Financial
Services
 
Direct
Checks
 Total 
Small
Business
Services
 
Financial
Services
 
Direct
Checks
 Total
Balance, December 31, 2015:        
Goodwill, gross $671,295
 $176,614
 $148,506
 $996,415
Accumulated impairment charges (20,000) 
 
 (20,000)
Goodwill, net of accumulated impairment charges 651,295
 176,614
 148,506
 976,415
Measurement-period adjustment for acquisition of Datamyx LLC (Note 5) 
 172
 
 172
Goodwill resulting from acquisitions (Note 5) 12,923
 116,403
 
 129,326
Currency translation adjustment 43
 
 
 43
Balance, December 31, 2016: 
 

 

 

Goodwill, gross 684,261
 293,189
 148,506
 1,125,956
Accumulated impairment charges (20,000) 
 
 (20,000)
Goodwill, net of accumulated impairment charges 664,261
 293,189

148,506

1,105,956
Impairment charge (Note 7) (28,379) 
 
 (28,379)
Goodwill resulting from acquisitions (Note 5) 26,788
 33,210
 
 59,998
Measurement-period adjustments for previous acquisitions (Note 5) 30
 (2,160) 
 (2,130)
Sale of small business distributor (1,000) 
 
 (1,000)
Reclassification to assets held for sale (3,970) 
 
 (3,970)
Currency translation adjustment 459
 
 
 459
Balance, December 31, 2017: 
 

 

 

        
Goodwill, gross 706,568
 324,239
 148,506
 1,179,313
 $706,568
 $324,239
 $148,506
 $1,179,313
Accumulated impairment charges (48,379) 
 
 (48,379) (48,379) 
 
 (48,379)
Goodwill, net of accumulated impairment charges $658,189
 $324,239

$148,506

$1,130,934
 658,189
 324,239
 148,506
 1,130,934
Impairment charge (Note 8) (78,188) 
 
 (78,188)
Goodwill resulting from acquisitions (Note 6) 59,488
 46,419
 
 105,907
Measurement-period adjustments for prior year acquisitions (Note 6) 1,420
 2,763
 
 4,183
Adjustment of assets held for sale 635
 
 
 635
Currency translation adjustment (2,845) 
 
 (2,845)
Balance, December 31, 2018 $638,699
 $373,421
 $148,506
 $1,160,626
        
Balance, December 31, 2018: 
 

 

 

Goodwill, gross $765,266
 $373,421
 $148,506
 $1,287,193
Accumulated impairment charges (126,567) 
 
 (126,567)
Goodwill, net of accumulated impairment charges 638,699
 373,421

148,506

1,160,626
Impairment charges (Note 8) (242,267) (115,474) 
 (357,741)
Goodwill resulting from acquisitions (Note 6) 
 4,174
 
 4,174
Measurement-period adjustments for prior year acquisitions (Note 6) (340) (1,426) 
 (1,766)
Currency translation adjustment (806) 
 
 (806)
Balance, December 31, 2019 $395,286
 $260,695
 $148,506
 $804,487
        
Balance, December 31, 2019: 
 

 

 

Goodwill, gross $764,120
 $376,169
 $148,506
 $1,288,795
Accumulated impairment charges (368,834) (115,474) 
 (484,308)
Goodwill, net of accumulated impairment charges $395,286
 $260,695

$148,506

$804,487

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)


Other non-current assets – Other non-current assets were comprised of the following at December 31:
(in thousands) 2017 2016 2019 2018
Contract acquisition costs $63,895
 $65,792
Loans and notes receivable from Safeguard distributors 44,276
 21,313
 $66,872
 $78,693
Postretirement benefit plan asset (Note 12) 39,849
 23,940
Deferred advertising costs 6,135
 7,309
Postretirement benefit plan asset (Note 14) 56,743
 41,259
Prepaid product discounts 51,145
 54,642
Deferred sales commissions(1)
 9,682
 6,482
Other 5,601
 6,708
 13,428
 15,032
Other non-current assets $159,756
 $125,062
 $197,870
 $196,108


(1) Amortization of deferred sales commission was $3,108 for 2019 and $2,722 for 2018.

Changes in contract acquisition costsprepaid product discounts were as follows for the years ended December 31:
(in thousands) 2017 2016 2015 2019 2018 2017
Balance, beginning of year $65,792
 $58,792
 $74,101
 $54,642
 $63,895
 $65,792
Additions(1)
 18,224
 27,506
 6,999
 21,068
 14,023
 18,224
Amortization (19,969) (20,185) (18,741) (24,055) (22,941) (19,969)
Other (152) (321) (3,567) (510) (335) (152)
Balance, end of year $63,895
 $65,792
 $58,792
 $51,145
 $54,642
 $63,895
 
(1) Contract acquisition costsPrepaid product discounts are generally accrued upon contract execution. Cash payments made for contract acquisition costsprepaid product discounts were$25,637 for 2019, $23,814 for 2018 and $27,079 for 2017, $23,068 for 2016 and $12,806 for 2015.

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

Accrued liabilities – Accrued liabilities were comprised of the following at December 31:
(in thousands) 2017 2016
Funds held for customers $85,091
 $86,799
Deferred revenue 47,021
 48,049
Employee profit sharing/cash bonus 31,312
 27,760
Acquisition-related liabilities(1)
 23,878
 12,763
Income tax 17,827
 19,708
Contract acquisition costs due within one year 11,670
 12,426
Customer rebates 11,508
 16,281
Restructuring due within one year (Note 8) 4,380
 4,181
Other 44,566
 45,082
Accrued liabilities $277,253
 $273,049
(in thousands) 2019 2018
Deferred revenue(1)
 $46,098
 $54,313
Employee cash bonuses 36,918
 31,286
Prepaid product discounts due within one year 14,709
 10,926
Operating lease liabilities 12,898
 
Customer rebates 8,944
 9,555
Other 59,771
 78,383
Accrued liabilities $179,338
 $184,463


(1)Consists of holdback payments due at future dates and liabilities for contingent consideration. Further information regarding liabilities for contingent consideration can be found in Note 7.

Other non-current liabilities – Other non-current liabilities were comprised $51,386 of the following at December 31:
(in thousands) 2017 2016
Contract acquisition costs $21,658
 $29,855
Acquisition-related liabilities(1)
 2,042
 19,390
Other 28,541
 30,461
Other non-current liabilities $52,241
 $79,706

(1) Consists of holdback payments due at future dates and liabilities for contingent consideration. Further information regarding liabilities for contingent consideration can be found in Note 7.31, 2018 amount was recognized as revenue during 2019.

Supplemental cash flow information – Supplemental cash flow information was as follows for the years ended December 31:
(in thousands) 2017 2016 2015 2019 2018 2017
Reconciliation of cash, cash equivalents, restricted cash and restricted cash equivalents to the consolidated balance sheets:      
Cash and cash equivalents $73,620
 $59,740
 $59,240
Restricted cash and restricted cash equivalents included in funds held for customers 101,191
 85,519
 69,579
Total cash, cash equivalents, restricted cash and restricted cash equivalents $174,811
 $145,259
 $128,819
Income taxes paid $124,878
 $97,309
 $110,999
 $60,764
 $88,253
 $124,878
Interest paid 19,465
 20,975
 24,286
 33,227
 25,910
 19,465
Non-cash investing activities:            
Proceeds from sales of businesses – notes receivable 24,497
 
 12,475
Acquisition-related liabilities(1)
 5,855
 27,441
 7,450
Proceeds from sales of assets – notes receivable 1,685
 35,616
 24,497


(1) Consists of holdback payments due at future dates and liabilities for contingent consideration. Further information regarding liabilities for contingent consideration can be found in Note 7.


DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

Note 3: Earnings per share
NOTE 4: (LOSS) EARNINGS PER SHARE

The following table reflects the calculation of basic and diluted (loss) earnings per share. During each period, certain stock options, as noted below, were excluded from the calculation of diluted (loss) earnings per share because their effect would have been antidilutive. 
(dollars, shares and options in thousands, except per share amounts) 2017 2016 2015
Earnings per share – basic:      
Net income $230,155
 $229,382
 $218,629
Income allocated to participating securities (1,457) (1,870) (1,460)
Income available to common shareholders $228,698
 $227,512

$217,169
Weighted-average shares outstanding 48,127
 48,562
 49,445
Earnings per share – basic $4.75
 $4.68
 $4.39
       
Earnings per share – diluted:  
  
  
Net income $230,155
 $229,382
 $218,629
Income allocated to participating securities (1,450) (1,858) (1,453)
Re-measurement of share-based awards classified as liabilities 59
 296
 (89)
Income available to common shareholders $228,764
 $227,820

$217,087
Weighted-average shares outstanding 48,127
 48,562
 49,445
Dilutive impact of potential common shares 321
 413
 380
Weighted-average shares and potential common shares outstanding 48,448
 48,975

49,825
Earnings per share – diluted $4.72
 $4.65
 $4.36
Antidilutive options excluded from calculation 262
 214
 354
(in thousands, except per share amounts) 2019 2018 2017
(Loss) earnings per share – basic:      
Net (loss) income $(199,897) $149,630
 $230,155
Income allocated to participating securities (101) (617) (1,457)
(Loss) income available to common shareholders $(199,998) $149,013

$228,698
Weighted-average shares outstanding 43,029
 46,842
 48,127
(Loss) earnings per share – basic $(4.65) $3.18
 $4.75
       
(Loss) earnings per share – diluted:  
  
  
Net (loss) income $(199,897) $149,630
 $230,155
Income allocated to participating securities (101) (616) (1,450)
Re-measurement of share-based awards classified as liabilities 
 (471) 59
(Loss) income available to common shareholders $(199,998) $148,543

$228,764
Weighted-average shares outstanding 43,029
 46,842
 48,127
Dilutive impact of potential common shares 
 149
 321
Weighted-average shares and potential common shares outstanding 43,029
 46,991

48,448
(Loss) earnings per share – diluted $(4.65) $3.16
 $4.72
Antidilutive options excluded from calculation 1,347
 1,209
 262



Note 4: Other comprehensive income
NOTE 5: OTHER COMPREHENSIVE INCOME (LOSS)

Reclassification adjustmentsInformation regarding amounts reclassified from accumulated other comprehensive loss to net (loss) income was as follows:
Accumulated other comprehensive loss component Amounts reclassified from accumulated other comprehensive loss Affected line item in consolidated statements of income
Accumulated other comprehensive loss components Amounts reclassified from accumulated other comprehensive loss Affected line item in consolidated statements of (loss) income
(in thousands) 2017 2016 2015  2019 2018 2017 
Realized gains on interest rate swap $77
 $
 $
 Interest expense
Tax expense (20) 
 
 Income tax provision
Realized gains on interest rate swap, net of tax 57
 
 
 Net (loss) income
Amortization of postretirement benefit plan items:              
Prior service credit $1,421
 $1,421
 $1,421
 
(1) 
 1,421
 1,421
 1,421
 Other income
Net actuarial loss (3,637) (3,797) (3,120) 
(1) 
 (3,223) (2,884) (3,637) Other income
Total amortization (2,216) (2,376) (1,699) 
(1) 
 (1,802) (1,463) (2,216) Other income
Tax benefit 372
 724
 450
 
(1) 
 273
 491
 372
 Income tax provision
Amortization of postretirement benefit plan items, net of tax (1,529) (972) (1,844) Net (loss) income
Total reclassifications, net of tax $(1,844) $(1,652) $(1,249) 
(1) 
 $(1,472) $(972) $(1,844) 


(1) Amortization of postretirement benefit plan items is included in the computation of net periodic benefit income as presented in Note 12. Net periodic benefit income is included in cost of revenue and in SG&A expense in the consolidated statements of income, based on the composition of our workforce. A portion of net periodic benefit income is capitalized as a component of labor costs and is included in inventories and intangibles in our consolidated balance sheets.

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

Accumulated other comprehensive lossTheChanges in the components of accumulated other comprehensive loss at December 31 were as follows:follows for the years ended December 31:
(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 Postretirement benefit plans Net unrealized loss on marketable debt securities Net unrealized loss on cash flow hedge Currency translation adjustment Accumulated other comprehensive loss
Balance, December 31, 2014 $(32,405) $(125) $(3,808) $(36,338)
Other comprehensive (loss) income before reclassifications (7,666) 11
 (12,459) (20,114)
Amounts reclassified from accumulated other comprehensive loss 1,249
 
 
 1,249
Net current-period other comprehensive (loss) income (6,417) 11
 (12,459) (18,865)
Balance, December 31, 2015 (38,822) (114) (16,267) (55,203)
Other comprehensive income (loss) before reclassifications 1,486
 (99) 1,793
 3,180
Amounts reclassified from accumulated other comprehensive loss 1,652
 
 
 1,652
Net current-period other comprehensive income (loss) 3,138
 (99) 1,793
 4,832
Balance, December 31, 2016 (35,684) (213) (14,474) (50,371) $(35,684) $(213) $
 $(14,474) $(50,371)
Other comprehensive income (loss) before reclassifications 7,011
 (109) 4,028
 10,930
 7,011
 (109) 
 4,028
 10,930
Amounts reclassified from accumulated other comprehensive loss 1,844
 
 
 1,844
 1,844
 
 
 
 1,844
Net current-period other comprehensive income (loss) 8,855
 (109) 4,028
 12,774
 8,855
 (109) 
 4,028
 12,774
Balance, December 31, 2017 $(26,829) $(322) $(10,446) $(37,597) (26,829) (322) 
 (10,446) (37,597)
Other comprehensive loss before reclassifications (3,805) (1) 
 (9,281) (13,087)
Amounts reclassified from accumulated other comprehensive loss 972
 
 
 
 972
Net current-period other comprehensive loss (2,833) (1) 
 (9,281) (12,115)
Adoption of ASU No. 2018-02 (6,867) 
 
 
 (6,867)
Balance, December 31, 2018 (36,529) (323) 
 (19,727) (56,579)
Other comprehensive income (loss) before reclassifications 6,594
 48
 (1,040) 1,558
 7,160
Amounts reclassified from accumulated other comprehensive loss 1,529
 
 (57) 
 1,472
Net current-period other comprehensive income (loss) 8,123
 48
 (1,097) 1,558
 8,632
Balance, December 31, 2019 $(28,406) $(275) $(1,097) $(18,169) $(47,947)



Note 5: Acquisitions
NOTE 6: ACQUISITIONS

We periodically complete business combinations that align with our business strategy. The assets and liabilities acquired are recorded at their estimated fair values and the results of operations of each acquired business are included in our consolidated statements of income from their acquisition dates. Transaction costs related toOur acquisitions are expensed as incurred and are included in SG&A expense in the consolidated statements of income. Transaction costs totaled $2,342 in 2017, $4,944 in 2016 and $2,210 in 2015. All of the acquisitions completed during the past 3 years were all cash transactions, funded by cash on hand and/or use of our revolving credit facility. We completed these acquisitions primarily to increase our mix of marketing solutions and other services revenue, to add financial technology and web services capabilities, to improve our product and service offerings and to reach new customers. Transaction costs related to these acquisitions totaled $215 in 2019, $1,719 in 2018 and $2,342 in 2017.

2019 acquisitions – During 2019, we completed the following acquisitions in our Financial Services segment:

In December 2019, we acquired selected assets comprising the remittance processing business of Fiserv, Inc., including its lockbox processing services. The preliminary allocation of the purchase price based upon the estimated fair values of the assets acquired and liabilities assumed resulted in tax-deductible goodwill of $4,174. The acquisition resulted in goodwill as it allows us to extend out expertise and reach with the addition of a reseller arrangement through the banking sales channel of Fiserv. We expect to finalize the allocation of the purchase price by the second quarter of 2020, when our valuation of the acquired intangible assets and various other assets acquired is complete.

In December 2019, we acquired selected assets comprising the remittance processing business of Synchrony Financial. We expect to finalize the allocation of the purchase price by the second quarter of 2020, when our valuation of the acquired intangible assets, as well as various other assets acquired and liabilities assumed, is complete.

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

2018 acquisitions – During 2018, we completed the following acquisitions that were included within our Small Business Services segment:

In March 2018, we acquired all of the equity of Logomix Inc. (Logomix), a self-service marketing and branding platform that helps small businesses create logos and custom marketing products. The allocation of the purchase price based upon the estimated fair values of the assets acquired and liabilities assumed resulted in nondeductible goodwill of $29,451. The acquisition resulted in goodwill as we expected to accelerate revenue growth by combining our capabilities with Logomix's platform.

In June 2018, we acquired selected assets of Velocity Servers, Inc., doing business as ColoCrossing, a data center solutions, cloud hosting and infrastructure colocation provider of dedicated hosting 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 $9,082. The acquisition resulted in goodwill as we expected to accelerate revenue growth by bringing colocation services into our portfolio of hosting services.

In December 2018, we acquired selected assets of My Corporation Business Services, Inc., a provider of business incorporation and organization 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 $20,615. The acquisition resulted in goodwill as we expected to accelerate revenue growth by bringing these services into our portfolio of web services.

During 2018, we acquired the operations of 3 small business distributors. The assets acquired consisted primarily of customer list intangible assets. As these small business 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.

Within our Financial Services segment, we acquired the equity of REMITCO LLC (RemitCo) in August 2018. RemitCo was the remittance processing business of First Data Corporation, which subsequently merged with Fiserv, Inc. 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 $44,992 and a customer list intangible asset of $36,000. The acquisition resulted in goodwill as it expanded the scale of our receivables management solutions, which allows us to take advantage of the ongoing market trend toward outsourcing technology-enabled services to trusted financial technology partners of scale.

2017 acquisitions – During 2017, we completed the following acquisitions that were included within our Small Business Services segment:

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 nondeductible goodwill of $1,198 that is not deductible for tax purposes.$1,198. The acquisition resulted in goodwill as we expect to utilizeused Panthur's platform as weto selectively expand into foreign markets.

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 nondeductible goodwill of $22,910 that is not deductible for tax purposes.$23,773. The acquisition resulted in goodwill as we acquired enhanced web hosting capabilities that we intendused to utilize as we selectively expand into foreign markets.

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 nondeductible goodwill of $2,680 that is not deductible
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

for tax purposes.$2,731. The acquisition resulted in goodwill as we expect to utilizeused Web24's platform as weto selectively expand into foreign markets.

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. 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 $266. The acquisition resulted in goodwill as the expertise we acquired improved our customer mix and enhanced our portfolio of web services.

During 2017, we acquired the operations of several small business distributors. The assets acquired consisted primarily of customer list intangible assets. All but 1 of these distributors were previously part of our Safeguard distributor network. As such, our results of operations were not significantly impacted by these acquisitions.

The allocations of the purchase price are preliminary as of December 31, 2017 for the acquisitions of Digital Pacific, Web24, Impact Marketing Specialists, managed.com and several of the small business distributors. We expect to finalize these allocations in 2018 when our valuation of several of the acquired assets and liabilities is completed, including deferred income taxes; property, plant and equipment; and accrued liabilities. In addition, we will finalize our determination of the estimated useful lives of the acquired intangibles.

Within our Financial Services segment, we acquired all of the equity of RDM Corporation (RDM) of Canada in April 2017. RDM is a provider of remote deposit capture software, hardware and digital imaging solutions for financial institutions and corporate clients. The preliminary allocation of the purchase price based upon the estimated fair values of the assets acquired and liabilities
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

assumed resulted in nondeductible goodwill of $33,210 that is not deductible for tax purposes.$35,973. The acquisition resulted in goodwill as it enhancesenhanced our selection of treasury management solutions, strengthening our value proposition and improving our market position. We expect to finalize the allocation of the purchase price in the first quarter of 2018 when our valuation of acquired deferred income taxes is complete.

2016 acquisitions – During 2016, we completed the following acquisitions that were included within our Small Business Services segment:

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 $800. The acquisition resulted in goodwill as it enhances our Small Business Services product set by providing valuable marketing tools to our customers, thus, enhancing customer acquisition and loyalty.
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 $4,421. The acquisition resulted in goodwill as it enabled us to diversify our promotional product offerings and bring these offerings to our customer base.
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 $850. The acquisition resulted in goodwill as it enabled us to diversify our product offerings and bring these offerings to our customer base.
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 $6,882. The acquisition resulted in goodwill as Payce's expertise, customer mix and operational strength enhance our existing portfolio of small business services.
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.

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

During 2016, we completed the following acquisitions that were included within our Financial Services segment:

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 $4,025. The acquisition resulted in goodwill as Data Support Systems' solutions are complementary to those of our Wausau Financial Services business which creates significant cross-sell opportunities.
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 $110,219. The acquisition resulted in goodwill due to revenue synergies with our Datamyx business, cost synergies such as leveraging common data sources, and the ability to bring FMCG's solutions to our client base.

The allocation of the purchase price to the assets acquired and liabilities assumed for the FMCG acquisition was as follows:
(in thousands) FMCG
Net tangible assets acquired and liabilities assumed(1)
 $4,334
Identifiable intangible assets:  
Customer list/relationships 53,000
Technology-based intangible 31,000
Trade name 3,000
Total intangible assets(2)
 87,000
Goodwill 110,219
Total aggregate purchase price 201,553
Liability for holdback payments (16,000)
Payment for acquisition, net of cash acquired $185,553

(1) Net tangible assets acquired consisted primarily of accounts receivable, costs and earnings in excess of billings and accounts payable outstanding as of the date of acquisition.

(2) The useful lives of the acquired intangible assets were as follows: customer list/relationships – 7 years; technology-based intangible – 5 years; and trade name – 4 years.

2015 acquisitions – During 2015, we completed the following acquisitions that were included within our Small Business Services segment:

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 $5,650. This acquisition resulted in goodwill as the acquired technology enabled us to diversify our payment product and service offerings and bring these offerings to our customer base.
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 $2,628. This acquisition resulted in goodwill as we expected to accelerate revenue growth by combining our capabilities with Tech Asset's tools and hosting technology.
In September 2015, we acquired selected assets of FMC Resource Management Corporation, a marketing services provider.

During 2015, we completed the following acquisitions that were included within our Financial Services segment:

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 $91,637. This acquisition resulted in goodwill as it enhanced our Financial Services product set by providing valuable marketing tools and other analytical services our customers use to help them market their businesses.
In December 2015, we acquired substantially all of the assets of FISC Solutions, a provider of back-office treasury management and outsourcing solutions.

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

The allocation of the purchase price to the assets acquired and liabilities assumed for the Datamyx LLC acquisition was as follows:
(in thousands) Datamyx LLC
Net tangible assets acquired and liabilities assumed(1)
 $4,392
Identifiable intangible assets:  
Customer list/relationships 61,000
Internal-use software 2,000
Trade name 1,000
Total intangible assets(2)
 64,000
Goodwill 91,637
Payment for acquisition, net of cash acquired $160,029

(1) Net tangible assets acquired consisted primarily of accounts receivable outstanding as of the date of acquisition.

(2) The useful lives of the acquired intangible assets were as follows: customer list/relationships – 8 years; internal-use software – 5 years; and trade name – 2 years.

During 2015, we also acquired the operations of 8 small business distributors, 6 of which were included within our Small Business Services segment and 2 of which were included in our Financial Services segment, as their customers were mainly financial institutions. The assets acquired consisted primarily of customer list intangible assets. The acquired Financial Services distributors and all but 2 of the acquired Small Business Services distributors were previously part of our Safeguard distributor network. 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 $9,285 related to one of the Small Business Services distributors. This acquisition resulted in goodwill as we expected to accelerate revenue growth in business and marketing communications solutions by adding an established customer base that gave us a larger presence in the western United States.

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

Aggregate information – Information regarding goodwill by reportable segment and the useful lives of acquired intangibles and goodwill by reportable business segment can be found in Note 2.3. Information regarding the calculation of the estimated fair values of the acquired intangibles can be found in Note 7.8. As our acquisitions were immaterialnot significant to our reported operating results both individually and in the aggregate, pro forma results of operations are not provided.

The following illustrates the allocation of the aggregate purchase price for the above acquisitions to the assets acquired and liabilities assumed, reduced for any cash or cash equivalents acquired with the acquisitions.assumed:
(in thousands) 
2017 acquisitions(1)
 
2016 acquisitions(2)
 
2015 acquisitions(3)
 
2019 acquisitions(1)
 
2018 acquisitions(2)
 
2017 acquisitions(3)
Net tangible assets acquired and liabilities assumed(4) $1,448
 $3,728
 $4,124
 $2,735
 $8,200
 $(1,956)
Identifiable intangible assets:            
Customer lists/relationships 60,034
 116,491
 101,946
 5,815
 60,587
 58,620
Trade names 10,000
 3,800
 1,400
 
 14,700
 10,000
Technology-based intangibles 
 7,500
 800
Software to be sold 2,200
 6,200
 
 
 
 2,200
Technology-based intangibles 800
 31,000
 
Internal-use software 445
 10,450
 4,902
 276
 
 1,445
Total intangible assets 73,479
 167,941
 108,248
 6,091
 82,787
 73,065
Goodwill 59,998
 127,197
 109,200
 4,174
 104,140
 63,941
Total aggregate purchase price 134,925
 298,866
 221,572
 13,000
 195,127
 135,050
Liabilities for holdback payments and contingent consideration(4)(5)
 (5,855) (27,441) (7,450) (3,000) (1,078) (5,980)
Non-cash consideration(5)(6)
 
 (2,020) (5,419) 
 (1,060) 
Net cash paid for current year acquisitions 129,070
 269,405
 208,703
 10,000
 192,989
 129,070
Holdback payments for prior year acquisitions 10,153
 1,534
 4,287
 1,605
 21,269
 10,153
Payments for acquisitions, net of cash acquired(6)(7)
 $139,223
 $270,939
 $212,990
 $11,605
 $214,258
 $139,223


(1)Net tangible assets acquired and liabilities assumed for 2019 consisted primarily of operating lease assets and property, plant and equipment, as well as operating lease liabilities.

(2) Net tangible assets acquired and liabilities assumed for 2018 consisted primarily of REMITCO accounts receivable and Logomix deferred income tax liabilities. Amounts include measurement-period adjustments recorded in 2019 for the finalization of purchase accounting for certain of the 2018 acquisitions. These adjustments decreased goodwill $1,766, with the offset to various assets and liabilities, including a $1,000 increase in customer list intangible assets.

(3) Net tangible assets acquired and liabilities assumed for 2017 consisted primarily of accounts receivable, marketable securities, inventory and accrued liabilities of RDM and Digital Pacific.

(2) Net tangible assets acquired and liabilities assumed for 2016 included funds held for customers of $12,532 and the corresponding liability for the same amount related to the acquisition of Payce, Inc., as well as accounts receivable, costs and earnings in excess of billings and accounts payable of FMCG. Amounts include measurement-period adjustments recorded in 20172018 for the finalization of purchase accounting for several of the 20162017 acquisitions. These adjustments decreasedincreased goodwill $2,130,$4,183, with the offset to various assets and liabilities, including deferred revenue, deferred income taxes and other current assets, accounts payable and intangibles, including an increase of $3,000 in acquired technology-based intangibles andlong-term liabilities, as well as a decrease of $1,924$1,654 in customer list intangibles.

(3) Includes measurement-period adjustments recorded in 2016 for the finalization of purchase accounting for the Datamyxintangibles and FISC Solutions acquisitions. These adjustments increased Datamyx goodwill $172 from the preliminary amount recorded as of December 31, 2015, with the offset to to various assets and liabilities, primarily property, plant and equipment and other current assets. Acquisition measurement-period adjustments recorded in 2016 for the acquisition of FISC Solutions consisted of recording an asset for funds held for customers of $18,743 and the corresponding liability for the same amount, as well as an increase in internal-use software of $79 in the value of the acquired customer list.$1,000.

(4) Net tangible assets acquired included trade accounts receivable of $11,564 during 2018 and $4,544 during 2017.

(5) Consists of holdback payments due at future dates and liabilities for contingent consideration. Further information regarding liabilities for contingent consideration, can be found in Note 7.which were not significant.

(5)(6) Consists of pre-acquisition amounts owed to us by certain of the acquired businesses.

(6)(7) Cash and cash equivalents acquired were $1,692 during 2018 and $27,299 during 2017, $146 during 2016 and $2,069 during 2015.2017.

 
Note 6: Derivative financial instruments
NOTE 7: DERIVATIVE FINANCIAL INSTRUMENTS

During 2011 and 2012,As part of our interest rate risk management strategy, in July 2019, we entered into an interest rate swaps,swap, which we designated as fair value hedges,a cash flow hedge, to hedge against changesmitigate variability in the fair value ofinterest payments on a portion of the amount drawn under our long-term debt. At the time we entered into these swaps, we were targeting a mixrevolving credit facility (Note 15). The interest rate swap, which terminates in March 2023 when our revolving credit facility matures, effectively converts $200,000 of fixed and variable rate debt where we receivedto a fixed rate and paid a variable rate based on the London Interbank Offered Rate (LIBOR)of 1.798%. As of December 31, 2015, we had interest rate swaps with a notional amount of $200,000 that related to our long-term debt due in 2020. These swaps met the criteria for using the short-cut method for a fair value hedge based on the structure of the hedging relationship. As such, changesChanges in the fair value of the derivativesinterest rate swap are recorded in accumulated other comprehensive loss on the consolidated balance sheet and are subsequently reclassified into interest expense as interest payments are made on the related long-term debt were equal.variable-rate debt. The related long-term debt was retired during 2016 (Note 13) and we concurrently settledfair value of the interest rate swaps, resultingswap was $1,480 as of December 31, 2019 and was included in aother non-current liabilities on the consolidated balance sheet. The fair value of this derivative is calculated based on the prevailing LIBOR rate curve on the date of measurement. The cash paymentflow hedge was fully effective as of $2,842.December 31, 2019 and its impact on the 2019 consolidated statement of loss and
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

consolidated statement of cash flows was not significant. We also do not expect the amount to be reclassified into interest expense over the next 12 months to be significant.


DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

Note 7: Fair value measurements
NOTE 8: FAIR VALUE MEASUREMENTS

Annual asset impairment analyses

We evaluate the carrying value of goodwill and our indefinite-lived trade nameintangibles as of July 31 of each year and between annual evaluations if events occur or circumstances change that would indicate a possible impairment. Our policy on impairment of goodwill and indefinite-lived intangibles, and goodwill, which is included in Note 1, explains our methodology for assessing impairment of these assets.

2019 annual impairment analyses – In completing the 2019 annual impairment analysis of goodwill, we elected to perform a qualitative analysis for 4 of our reporting units and a quantitative assessment for 2 of our reporting units: Financial Services Data-Driven Marketing and Small Business Services Web Services. Financial Services Data-Driven Marketing includes our businesses that provide outsourced marketing campaign targeting and execution and marketing analytics solutions. Small Business Services Web Services includes our businesses that provide web hosting and domain name services, logo and web design, payroll services, email marketing, search engine marketing and optimization, and business incorporation and organization services.

The qualitative analyses evaluated factors, including, but not limited to, economic, market and industry conditions, cost factors and the overall financial performance of the reporting units. We also considered the quantitative analyses completed as of July 31, 2017, which indicated that the estimated fair values of the 4 reporting units exceeded their carrying values by approximate amounts between $64,000 and $1,405,000, or by amounts between 50% and 314% above the carrying values of their net assets. In completing these assessments, we noted no changes in events or circumstance that indicated that it was more likely than not that the fair value of any reporting unit was less than its carrying amount.

The quantitative analyses as of July 31, 2019 indicated that the goodwill of our Financial Services Data-Driven Marketing reporting unit was partially impaired and the goodwill of our Small Business Services Web Services reporting unit was fully impaired. As such, we recorded pretax goodwill impairment charges of $115,474 and $242,267, respectively, during the quarter ended September 30, 2019. Both impairment charges resulted from a combination of triggering events and circumstances, including underperformance against 2019 expectations and the original acquisition business case assumptions, driven substantially by our decision in the third quarter of 2019 to exit certain customer contracts, the loss of certain large customers in the third quarter of 2019 as they elected to in-source some of the services we provide, and the sustained decline in our stock price. The impairment charges were measured as the amount by which the reporting units' carrying values exceeded their estimated fair values, limited to the carrying amount of goodwill. After the impairment charges, $70,914 of goodwill remained in the Financial Services Data-Driven Marketing reporting unit.

2018 annual impairment analyses – In completing the 2018 annual impairment analysis of goodwill, we elected to perform a qualitative assessment for 5 of our reporting units and a quantitative assessment for 2 of our reporting units: Small Business Services Web Services and Small Business Services Indirect. Small Business Services Web Services includes our businesses that provide web hosting and domain name services, logo and web design, payroll services, email marketing, search engine marketing and optimization, and business incorporation and organization services. Small Business Services Indirect consists primarily of our Safeguard distributor channel, former Safeguard distributors that we have purchased and our independent dealer channel.

The qualitative analyses evaluated factors, including, but not limited to, economic, market and industry conditions, cost factors and the overall financial performance of the reporting units. We also considered the quantitative analyses completed as of July 31, 2017, which indicated that the estimated fair values of the 5 reporting units exceeded their carrying values by approximate amounts between $64,000 and $1,405,000, or by amounts between 50% and 314% above the carrying values of their net assets. In completing these assessments, we noted no changes in events or circumstances that indicated that it was more likely than not that the fair value of any reporting unit was less than its carrying amount.

The quantitative analysis as of July 31, 2018 for the Small Business Services Web Services reporting unit indicated that the estimated fair value of the reporting unit exceeded its carrying value by approximately $63,000, or 22%. The carrying value of this reporting unit's goodwill was $225,383 as of July 31, 2018. The quantitative analysis of the Small Business Services Indirect reporting unit indicated that the reporting unit's goodwill was fully impaired, resulting in a pretax goodwill impairment charge of $78,188 during the quarter ended September 30, 2018. The impairment charge was measured as the amount by which the reporting unit's carrying value exceeded its estimated fair value, limited to the carrying amount of goodwill. The analysis of this reporting unit, which incorporated the results of the annual strategic planning process completed during the third quarter of 2018, indicated lowered projected long-term revenue growth and profitability levels resulting from changes in strategy and focus and in
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

the mix of products and services sold, including the continuing secular decline in check and forms usage. Additionally, our strategic plan reflected a shift in company resources to our growing businesses. This reporting unit included the Safeguard trade name intangible asset, which was assigned an indefinite useful life. As of July 31, 2018, we completed a quantitative analysis of this asset that indicated the asset was fully impaired (level 3 fair value measurement), resulting in a pretax asset impairment charge of $19,100. This impairment charge was driven by the same factors that resulted in the goodwill impairment charge, which indicated that any royalties attributable to the asset under our relief from royalty calculation had 0 future value.

2017 annual impairment analysesIn conjunction with our annual strategic planning process during the third quarter of 2017, we made various changes to our internal reporting structure. As a result, we reassessed our operating segments and determined that no changes were required in ourto reportable operating segments.segments were required. We also reassessed our previously determined reporting units and concluded that a realignment of a portion of our reporting units was required. As such, we reallocated the carrying value of goodwill to our revised reporting units based on their relative fair values. We analyzed goodwill for impairment immediately prior to this realignment by performing qualitative analyses for our Small Business Services reporting units and quantitative analyses for our Financial Services and Direct Checks reporting units. The qualitative analyses evaluated factors including, but not limited to, economic, market and industry conditions, cost factors and the overall financial performance of the reporting units. We also considered the last quantitative analysis we completed. In completing these assessments, we noted no changes in events or circumstances that indicated that it was more likely than not that the fair value of any reporting unit was less than its carrying amount, with the exception of our Small Business Services Safeguard reporting unit. The analysis of this reporting unit, which incorporated the results of the annual strategic planning process, indicated lowered projected long-term revenue growth and profitability levels resulting from changes in market trends and the mix of products and services sold, including the continuing secular decline in check and forms usage. As a result, we completed impairment analyses of the long-term assets of this reporting unit, excluding goodwill, and concluded that these assets were not impaired. We then completed the quantitative analysis of the reporting unit, utilizing the income approach outlined in Note 1. This quantitative analysiswhich indicated that thisthe reporting unit's goodwill was fully impaired and resulted in a non-cash pre-tax goodwill impairment charge of $28,379 during the quarter ended September 30, 2017. In accordance with ASU No. 2017-04, which we adopted on January 1, 2017, theThe impairment charge was measured as the amount by which the reporting unit's carrying value exceeded its estimated fair value. Further information regarding this accounting pronouncement can be found in Note 1.value, limited to the carrying amount of goodwill. Immediately subsequent to the realignment of our reporting unit structure, we completed a quantitative analysis for all of our reporting units to which goodwill is assigned.units. This quantitative analysis as of July 31, 2017 indicated that the estimated fair values of our reporting units exceeded their carrying values by approximate amounts between $64,000 and $1,405,000, or by amounts between 36% and 314% above the carrying values of their net assets.

In completing the 2017 annual impairment analysis of our indefinite-lived trade name, we elected to perform a quantitative assessment, which indicated that the calculated fair value of the asset exceeded its carrying value of $19,100 by approximately $16,000 as of July 31, 2017.

In completingOther non-recurring asset impairment analyses

We evaluate the 2016recoverability of property, plant, equipment and 2015 annual goodwillamortizable intangibles not held for sale whenever events or changes in circumstances indicate that an asset group's carrying amount may not be recoverable. Our policy on impairment of long-lived assets and amortizable intangibles, which is included in Note 1, explains our methodology for assessing impairment of these assets. Assets held for sale are recorded at the lower of their carrying value or estimated fair value less costs to sell.

2019 impairment analysesAs of July 31, 2019, due to certain triggering events, we elected to perform qualitative assessmentsassessed for allimpairment the long-lived assets of our reporting units to which goodwill is assigned, with one exception. We elected to perform quantitative analyses for our Financial Services CommercialData-Driven Marketing and Small Business Services Web Services reporting units. As a result of the same factors that resulted in the goodwill impairment charge, we recorded pretax asset impairment charges of $31,316 related to certain trade name, customer list and technology-based intangible assets in the Small Business Services Web Services reporting unit. ThisWe concluded that the long-lived assets of our Financial Services Data-Driven Marketing reporting unit were not impaired. During the quarter ended September 30, 2019, we also recorded a pretax asset impairment charge of $1,923 related to an additional Financial Services customer list intangible asset. Due to a change in the related forecasted cash flows associated with the asset, we determined that it was acquired subsequent to our 2014 annual impairment analysis and the quantitative analysis completedfully impaired as of July 31, 20152019. We utilized the discounted value of estimated future cash flows to estimate the fair values of these asset groups (level 3 fair value measurements).

2018 impairment analysesDuring the fourth quarter of 2018, we performed a quantitative analysis of our Financial Services Data-Driven Marketing reporting unit. Revenue for this reporting unit was below our projections driven by higher mortgage lending rates, which result in less lending activity for our financial institution clients and thus, may cause them to reduce their marketing spending, as well as a large client electing to do certain of its marketing in-house. The quantitative analysis as of December 31, 2018 indicated that the estimated fair value of thisthe reporting unit exceeded its carrying value by approximately 13%$105,000, or 36%. The quantitative assessment completedAs such, 0 goodwill impairment charge was recorded for this reporting unitunit. The carrying value of this reporting unit's goodwill was $186,388 as of December 31, 2018.

During the third quarter of 2018, we recorded pretax asset impairment charges of $1,882 for Financial Services customer list intangible assets related to 2 distributors we acquired in 2015. Based on higher than anticipated customer attrition, we determined that the customer lists were partially impaired as of July 31, 2016 indicated2018. During the first quarter of 2018, we recorded a pre-tax asset impairment charge of $2,149 related to a Small Business Services customer list intangible asset. Based on changes in the customer base of one of our small business distributors, we determined that itsthe customer list asset was fully
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

impaired as of March 31, 2018. We utilized the discounted value of estimated future cash flows to estimate the fair values of these asset groups (level 3 fair value exceeded its carrying value by approximately 49%measurements). Total goodwill for this reporting unit was approximately $45,000 as of the date of the 2016 assessment.

Our qualitative analyses completed during 2016 and 2015 evaluated factors including, but not limited to, economic, market and industry conditions, cost factors and the overall financial performance of the reporting units. We also considered the quantitative analysis we completed as of July 31, 2014. In completing these assessments, we noted no changes in events or circumstances which indicated that it was more likely than not that the fair value of any reporting unit was less than its carrying amount. Based on the results of our annual impairment analyses, we recorded no impairment charges during 2016 or 2015.

Non-recurring asset2017 impairment analyses During 2017, we recorded aggregate pre-taxpretax asset impairment charges of $8,250 related to a small business distributor that was classified as held for sale in the consolidated balance sheets prior to its sale during the second quarter of 2017. The impairment charges were calculated based on on-goingongoing negotiations for the sale of the business and reduced its carrying value to its fair value less costs to sell by reducing the carrying value of the related customer list intangible asset. Further information regarding assets held for sale can be found in Note 2.3.

During the quarter ended September 30, 2017, we decided that we would no longer utilize our Small Business Services NEBS® trade name in the marketplace, and we recorded a non-cash pre-taxpretax asset impairment charge of $14,752 to write down the remaining book value of this trade name to a fair value of $0. Also during the quarter ended September 30, 2017, we recorded pre-taxpretax asset impairment charges of $3,499 related to other long-lived assets within Small Business Services, primarily internal-use software related to an order capture system. During the third quarter of 2017, we signed a contract for customer relationship management services that resulted in our decision to no longer utilize a portion of this software. As such, the remaining net book value of the assets was written down to a fair value of $0.

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

Information regarding these nonrecurring assetthe impairment analyses completed during 2017each year was as follows:
    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 $
 $
 $
 $
 $14,752
Assets held for sale 3,500
 
 
 3,500
 8,250
Other 
 
 
 
 3,499
Total         $26,501
    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) 
2019 analyses:          
Intangible assets (Small Business Services)(1), (2)
 $8,379
 $
 $
 $8,379
 $31,316
Customer list (Financial Services) 
 
 
 
 1,923
Goodwill         357,741
Total         $390,980
2018 analyses:          
Indefinite-lived trade name (Small Business Services) $
 $
 $
 $
 $19,100
Customer list (Small Business Services) 
 
 
 
 2,149
Customer lists (Financial Services)(1)
 4,223
 
 
 4,223
 1,882
Goodwill         78,188
Total         $101,319
2017 analyses:          
Trade name (Small Business Services) $
 $
 $
 $
 $14,752
Assets held for sale (Small Business Services) 3,500
 
 
 3,500
 8,250
Other (Small Business Services) 
 
 
 
 3,499
Goodwill         28,379
Total         $54,880

Acquisitions – (1) The fair value presented is for the entire asset group that includes the impaired assets.

(2) The impairment charge consisted of $14,441 related to trade names, $11,655 related to customer lists and $5,220 related to technology-based intangible assets.

Acquisitions

For all acquisitions, we are required to measure the fair value of the net identifiable tangible and intangible assets and liabilities acquired. Information regarding our acquisitions can be found in Note 56 and information regarding the useful lives of acquired intangibles can be found in Note 2.3. The identifiable net assets acquired during the past 3 years were comprised primarily of customer lists,list intangible assets, trade names, technology-based intangible assets and software. The estimated fair value of the more significant of our acquired customer lists was estimated using the multi-period excess earnings method. This valuation model
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

estimates revenues and cash flows derived from the asset and then deducts portions of the cash flow that can be attributed to supporting assets, such as a brandtrade name or fixed assets, that contributed to the generation of the cash flows. The resulting cash flow, which is attributable solely to the customer list asset, is then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. The estimated fair value forof the remainder of our acquired customer lists was estimated by discounting the estimated cash flows expected to be generated by the assets. Key assumptions used in these calculations included same-customer revenue growth rates, andestimated earnings, estimated customer retention rates based on the acquirees' historical information.information and the discount rate.

The estimated fair value of the acquired trade names, technology-based intangibles and a portion of the acquired software was estimated using the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the technology.assets. Assumed royalty rates were applied to projected revenue for the estimated remaining useful lifelives of the technologyassets to estimate the royalty savings. Royalty rates are selected based on the attributes of the asset, including its recognition and reputation in the industry, and in the case of trade names, with consideration of the specific profitability of the products sold under a trade name and supporting assets. The fair value of the remainder of the acquired software was estimated using the cost of reproduction method. The primary components of the software were identified and the estimated cost to reproduce the software was calculated based on historical data provided by the acquirees.acquiree.

For liabilities for contingent consideration recorded in conjunction with our acquisitions, we determined the fair value as of the acquisition dates by discounting to present value the probability-weighted contingent payments expected to be made. Key assumptions used in these calculations included the discount rate; projected revenue, gross profit or operating income, as appropriate, based on our most recent internal forecast; and factors indicating the probability of achieving the forecasted revenue, gross profit or operating income. The liabilities for contingent consideration related primarily to the acquisitions of Verify Valid and a small business distributor during 2015 and the acquisition of Data Support Systems during 2016. Under the Verify Valid and Data Support Systems agreements, there are no maximum amounts of contingent payments specified, although payments are based on a percentage of the revenue or operating income generated by the business.

Recurring fair value measurements

Funds held for customers included cash equivalents and available-for-sale marketabledebt securities (Note 2)3). The cash equivalents consisted of a money market fund investment that is traded in an active market. Because of the short-term nature of the underlying investments, the cost of this investment approximates its fair value. Available-for-sale debt securities consisted of a mutual fund investment that invests in Canadian and provincial government securities, andas well as investments in Canadian guaranteed investment certificates (GIC's)(GICs) with maturities of 1 year or less. The mutual fund is not traded in an active market and its fair value is determined by obtaining quoted prices in active markets for the underlying securities held by the fund. The fair value of the GIC'sGICs approximated cost due to their relatively short duration. Unrealized gains and losses, net of tax, are included in accumulated other comprehensive loss inon the consolidated balance sheets. The cost of securities sold is determined using the average cost method. Realized gains and losses are included in revenue inon the consolidated statements of (loss) income and were not significant during the past 3 years.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

The fair valueFair values of accrued contingent consideration is remeasured each reporting period. Increases or decreases in projected revenue, gross profit or operating income, as appropriate, and the related probabilities of achieving the forecasted results, may result in a higher or lower fair value measurement. Changes in fair value resulting from changes in the timing, amount of, or likelihood of contingent payments are included in SG&A expense in the consolidated statements of income. Changes in fair value resulting from accretion for the passage of time are included in interest expense in the consolidated statements of income.

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

Changes in accrued contingent consideration were as follows:
(in thousands) 2017 2016 2015
Balance, beginning of year $4,682
 $5,861
 $409
Acquisition date fair value 
 1,132
 5,575
Change in fair value 1,190
 (1,174) 187
Payments (2,249) (1,137) (310)
Balance, end of year $3,623
 $4,682
 $5,861

The fair value of interest rate swaps outstanding during 2016 and 2015 (Note 6) was determined at each reporting date by means of a pricing model utilizing readily observable market interest rates. The change in fair value was determined as the change in the present value of estimated future cash flows discounted using the LIBOR rate. The interest rate swaps related to our long-term debt due in 2020 that we settled during the fourth quarter of 2016. The swaps met the criteria for using the short-cut method for a fair value hedge based on the structure of the hedging relationship. As such, the changes in the fair value of the derivative and the related long-term debt were equal and were as follows:
(in thousands) 2016 2015
Gain from derivatives $1,200
 $3,225
Loss from change in fair value of hedged debt (1,200) (3,225)
Net effect on interest expense $
 $

financial instruments

Information regarding recurringthe fair value measurements completed during each periodvalues of our financial instruments was as follows:
    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) $17,300
 $17,300
 $
 $
Available-for-sale marketable securities (funds held for customers) 16,613
 
 16,613
 
Accrued contingent consideration (3,623) 
 
 (3,623)
    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) $6,002
 $6,002
 $
 $
Available-for-sale marketable securities (funds held for customers) 15,532
 
 15,532
 
Accrued contingent consideration (4,682) 
 
 (4,682)

        Fair value measurements using
  Balance sheet location December 31, 2019 
Quoted prices in active markets for identical assets
(Level 1)
 
Significant other observable inputs
(Level 2)
 
Significant unobservable inputs
(Level 3)
(in thousands)  Carrying value Fair value   
Measured at fair value through comprehensive (loss) income:            
Cash equivalents Funds held for customers $18,000
 $18,000
 $18,000
 $
 $
Available-for-sale debt securities Funds held for customers 16,450
 16,450
 
 16,450
 
Derivative liability (Note 7) Other non-current liabilities (1,480) (1,480) 
 (1,480) 
Amortized cost:            
Cash Cash and cash equivalents 73,620
 73,620
 73,620
 
 
Cash Funds held for customers 83,191
 83,191
 83,191
 
 
Loans and notes receivable from Safeguard distributors Other current and non-current assets 70,383
 68,887
 
 
 68,887
Long-term debt Long-term debt 883,500
 883,500
 
 883,500
 

Our policy is to recognize transfers between fair value levels as of the end of the reporting period in which the transfer occurred. There were no transfers between fair value levels during 2017 or 2016.

Fair value measurements of other financial instruments – The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate fair value.

Cash and cash included within funds held for customers – The carrying amounts reported in the consolidated balance sheets approximate fair value because of the short-term nature of these items.

Loans and notes receivable from Safeguard distributors – We have receivables for loans made to certain of our Safeguard distributors. In addition, we have acquired the operations of several small business distributors which we then sold to our Safeguard distributors. In most cases, we entered into notes receivable upon the sale of these assets. The fair value of these
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

loans and notes receivables is calculated as the present value of expected future cash flows, discounted using an estimated interest rate based on published bond yields for companies of similar risk.

Long-term debt – Information regarding the composition of our long-term debt can be found in Note 13. The carrying amounts reported in the consolidated balance sheets for amounts drawn under our revolving credit facility and our term loan facility, excluding unamortized debt issuance costs, approximate fair value because our interest rates are variable and reflect current market rates.

The estimated fair values of these financial instruments were as follows:
    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 $59,240
 $59,240
 $59,240
 $
 $
Cash (funds held for customers) 52,279
 52,279
 52,279
 
 
Loans and notes receivable from Safeguard distributors 46,409
 44,650
 
 
 44,650
Long-term debt(1)
 707,386
 707,938
 
 707,938
 

(1) Amounts exclude capital lease obligations.
   Fair value measurements using     Fair value measurements using
 December 31, 2016 Quoted prices in active markets for identical assets Significant other observable inputs Significant unobservable inputs Balance sheet location December 31, 2018 
Quoted prices in active markets for identical assets
(Level 1)
 
Significant other observable inputs
(Level 2)
 
Significant unobservable inputs
(Level 3)
(in thousands) Carrying value Fair value (Level 1) (Level 2) (Level 3) Carrying value Fair value 
Measured at fair value through comprehensive (loss) income:          
Cash equivalents Funds held for customers $16,000
 $16,000
 $16,000
 $
 $
Available-for-sale debt securities Funds held for customers 15,463
 15,463
 
 15,463
 
Amortized cost:          
Cash $76,574
 $76,574
 $76,574
 $
 $
 Cash and cash equivalents 59,740
 59,740
 59,740
 
 
Cash (funds held for customers) 66,289
 66,289
 66,289
 
 
Cash Funds held for customers 69,519
 69,519
 69,519
 
 
Loans and notes receivable from Safeguard distributors 23,278
 21,145
 
 
 21,145
 Other current and non-current assets 81,560
 60,795
 
 
 60,795
Long-term debt(1)
 756,963
 758,000
 
 758,000
 
 Long-term debt 910,000
 910,000
 
 910,000
 


(1) Amounts exclude capital lease obligations.



Note 8: Restructuring charges
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

Net
NOTE 9: RESTRUCTURING AND INTEGRATION EXPENSE

Restructuring and integration expense consists of costs related to the consolidation and migration of certain applications and processes, including our financial, sales and human resources management systems. It also includes costs related to the integration of acquired businesses into our systems and processes. These costs primarily consist of information technology consulting and project management services and internal labor, as well as other miscellaneous costs associated with our initiatives, such as training, travel and relocation. In addition, we recorded employee severance costs related to these initiatives, as well as our ongoing cost reduction initiatives, across functional areas. Our restructuring chargesand integration activities increased in 2019, as we are currently pursuing several initiatives designed to focus our business behind our growth strategy and to increase our efficiency.

Restructuring and integration expense is reflected on the consolidated statements of (loss) income as follows for the years ended December 31 consisted of the following components:31:
(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

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
(in thousands) 2019 2018 2017
Total cost of revenue $3,562
 $1,466
 $568
Operating expenses 71,248
 19,737
 8,562
Restructuring and integration expense $74,810
 $21,203
 $9,130

The netfollowing presents restructuring chargesand integration expense by segment. Corporate expenses are allocated to the segments based on the allocation methodology described in Note 19.
(in thousands) Small Business Services Financial Services Direct Checks Consolidated
2019 $49,634
 $20,879
 $4,297
 $74,810
2018 10,837
 10,087
 279
 21,203
2017 4,775
 3,950
 405
 9,130

Restructuring and integration expense was comprised of the following for the years ended December 31 are reflected in the consolidated statements of income as follows:31:
(in thousands) 2017 2016 2015
Total cost of revenue $568
 $647
 $1,816
Operating expenses 8,562
 7,124
 4,418
Net restructuring charges $9,130
 $7,771
 $6,234
(in thousands) 2019 2018 2017
External consulting fees $45,638
 $8,509
 $516
Internal labor 12,115
 4,654
 1,127
Employee severance benefits 10,865
 5,774
 7,176
Other 6,192
 2,266
 311
Restructuring and integration expense $74,810
 $21,203
 $9,130


In each of the past 3 years, the net restructuring accruals included severance charges related to employee reductions across functional areas as we continued to reduce costs, primarily within our sales and marketing, information technology and fulfillment functions. These charges were reduced by the reversal of restructuring accruals, as fewer employees received severance benefits than originally estimated. Other restructuring costs, which were expensed as incurred, included items such as information technology costs, employee and equipment moves, training and travel related to ourOur restructuring and integration activities.

accruals represent expected cash payments required to satisfy the remaining severance obligations to those employees already terminated and those expected to be terminated under our various initiatives. Restructuring and integration accruals of $4,380 as of December 31, 2017 and $4,181$3,459 as of December 31, 20162019 are reflectedincluded in accrued liabilities on the consolidated balance sheetssheet. Restructuring and integration accruals of $3,461 as of December 31, 2018 are reflected on the consolidated balance sheet as accrued liabilities.liabilities of $3,320 and other non-current liabilities of $141. The majority of the employee reductions are expected to be completed by mid-2018,in the first quarter of 2020, and we expect most of the related severance payments to be paid by the third quarter of 2018,2020, utilizing cash from operations. As of December 31, 2017, approximately 15 employees had not yet started to receive severance benefits.

Accruals for
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

Changes in our restructuring initiatives, summarized by year,and integration accruals were as follows:
(in thousands) 
2017
initiatives
 
2016
initiatives
 
2015
initiatives
 
2012 - 2014
initiatives
 Total
Balance, December 31, 2014 $
 $
 $
 $4,276
 $4,276
Restructuring charges 
 
 6,127
 102
 6,229
Restructuring reversals 
 
 (458) (739) (1,197)
Payments 
 
 (1,981) (3,463) (5,444)
Balance, December 31, 2015 
 
 3,688
 176
 3,864
Restructuring charges 
 7,198
 78
 
 7,276
Restructuring reversals 
 (281) (472) (111) (864)
Payments 
 (2,816) (3,214) (65) (6,095)
Balance, December 31, 2016 
 4,101
 80


 4,181
Restructuring charges 7,222
 603
 41
 
 7,866
Restructuring reversals (161) (464) (42) 
 (667)
Payments (2,713) (4,208) (79) 
 (7,000)
Balance, December 31, 2017 $4,348
 $32
 $
 $
 $4,380
Cumulative amounts:  
  
  
    
Restructuring charges $7,222
 $7,801
 $6,246
 $23,883
 $45,152
Restructuring reversals (161) (745) (972) (3,851) (5,729)
Payments (2,713) (7,024) (5,274) (20,032) (35,043)
Balance, December 31, 2017 $4,348
 $32

$

$
 $4,380
(in thousands) Employee severance benefits Operating lease obligations Total
Balance, December 31, 2016 $4,181
 $
 $4,181
Charges 7,843
 23
 7,866
Reversals (667) 
 (667)
Payments (6,981) (19) (7,000)
Balance, December 31, 2017 4,376
 4
 4,380
Charges 7,672
 597
 8,269
Reversals (1,898) (71) (1,969)
Payments (6,971) (248) (7,219)
Balance, December 31, 2018 3,179
 282
 3,461
Charges 11,516
 
 11,516
Reversals (651) 
 (651)
Payments (10,585) 
 (10,585)
Adoption of ASU No. 2016-02(1)
 
 (282) (282)
Balance, December 31, 2019 $3,459
 $
 $3,459


DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars(1) Upon adoption of ASU No. 2016-02, Leasing, and related amendments on January 1, 2019 (Note 2), our operating lease obligation accrual was reversed and the related operating lease asset was analyzed for impairment in thousands, except per share amounts)
accordance with the new guidance.

The componentscharges and reversals presented in the rollforward of our restructuring and integration accruals by segment, weredo not include items charged directly to expense as follows:
  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 $1,412
 $1,848
 $
 $984
 $32
 $
 $
 $4,276
Restructuring charges 2,254
 1,451
 
 2,186
 285
 53
 
 6,229
Restructuring reversals (684) (235) 
 (278) 
 
 
 (1,197)
Inter-segment transfer 41
 (14) 
 (27) 
 
 
 
Payments (2,000) (2,166) 
 (1,006) (261) (11) 
 (5,444)
Balance, December 31, 2015 1,023
 884
 
 1,859
 56
 42
 
 3,864
Restructuring charges 2,634
 1,937
 143
 2,503
 59
 
 
 7,276
Restructuring reversals (369) (64) (2) (429) 
 
 
 (864)
Payments (2,105) (1,416) (134) (2,283) (115) (42) 
 (6,095)
Balance, December 31, 2016 1,183
 1,341
 7
 1,650
 
 
 
 4,181
Restructuring charges 2,032
 2,168
 143
 3,500
 23
 
 
 7,866
Restructuring reversals (214) (93) (4) (356) 
 
 
 (667)
Payments (2,212) (2,018) (6) (2,745) (19) 
 
 (7,000)
Balance, December 31, 2017 $789
 $1,398

$140

$2,049

$4

$
 $

$4,380
Cumulative amounts(2):
  
  
  
  
  
    
  
Restructuring charges $15,363
 $12,341
 $871
 $15,545
 $809
 $53
 $170
 $45,152
Restructuring reversals (2,566) (967) (65) (1,974) (157) 
 
 (5,729)
Inter-segment transfer 41
 (14) (25) (2) 
 
 
 
Payments (12,049) (9,962) (641) (11,520) (648) (53) (170) (35,043)
Balance, December 31, 2017 $789
 $1,398

$140

$2,049

$4

$
 $

$4,380

(1) As discussed in Note 16, corporate costsincurred, as those items are allocated to our business segments. As such, the net corporate restructuring charges arenot reflected in accrued liabilities on the business segment operating income presented in Note 16 in accordance with our allocation methodology.

(2) Includes accruals related to our cost reduction initiatives for 2012 through 2017.consolidated balance sheets.


DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
NOTE 10: CHIEF EXECUTIVE OFFICER TRANSITION COSTS

In April 2018, we announced the retirement of Lee Schram, our former Chief Executive Officer (CEO). Mr. Schram remained employed under the terms of a transition agreement through March 1, 2019. Under the terms of this agreement, we provided certain benefits to Mr. Schram, including a transition bonus in the amount of $2,000 that was paid in March 2019, accelerated vesting of certain restricted stock unit awards, and continued vesting and settlement of a pro-rata portion of outstanding performance share awards to the extent such awards were earned based on the attainment of performance goals. The modifications to Mr. Schram's share-based payment awards resulted in expense of $2,088, which was largely recognized in 2018.

In conjunction with the CEO transition, we offered retention agreements to certain members of our management team under which each employee was entitled to receive a cash bonus equal to his or her annual base salary or up to 1.5 times his or her annual base salary if he or she remained employed during the retention period, generally from July 1, 2018 to December 31, 2019, and complied with certain covenants. The retention bonus was paid to an employee at the end of the retention period or earlier if his or her employment was terminated without cause before the end of the retention period. In addition to these expenses, we incurred certain other costs related to the CEO transition process, including executive search, legal, travel and board of directors fees in 2018. During 2019, we incurred consulting fees related to the evaluation of our strategic plan and we expensed the majority of our current CEO's signing bonus.

CEO transition costs are included in SG&A expense on the consolidated statements of (loss) income and were $9,390 for 2019 and $7,210 for 2018. Accruals for CEO transition costs were $4,406 as of December 31, 2019 and were included in accrued liabilities on the consolidated balance sheet. Accruals for CEO transition costs as of December 31, 2018 were $1,972 within accrued liabilities and $1,808 within other non-current liabilities on the consolidated balance sheet.


DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

Note 9: Income tax provision
NOTE 11: INCOME TAX PROVISION

Income(Loss) income before income taxes was comprised of the following for the years ended December 31:
(in thousands) 2017 2016 2015 2019 2018 2017
United States $299,424
 $325,396
 $312,157
U.S. $(161,733) $198,727
 $299,424
Foreign 13,403
 14,990
 15,790
 (23,897) 13,904
 13,403
Income before income taxes $312,827
 $340,386
 $327,947
(Loss) income before income taxes $(185,630) $212,631
 $312,827

The components of the income tax provision were as follows for the years ended December 31:
(in thousands) 2017 2016 2015 2019 2018 2017
Current tax provision:            
Federal $104,079
��$93,261
 $98,000
 $36,967
 $57,117
 $104,079
State 12,996
 12,006
 10,632
 7,400
 11,319
 12,996
Foreign 4,774
 3,851
 3,942
 4,850
 5,921
 4,774
Total current tax provision 121,849
 109,118
 112,574
 49,217
 74,357
 121,849
Deferred tax provision:            
Federal (37,471) 1,752
 (3,591) (30,095) (7,220) (37,471)
State (491) 462
 354
 (7,070) (1,701) (491)
Foreign (1,215) (328) (19) 2,215
 (2,435) (1,215)
Total deferred tax provision (39,177) 1,886
 (3,256) (34,950) (11,356) (39,177)
Income tax provision $82,672
 $111,004
 $109,318
 $14,267
 $63,001
 $82,672


The effective tax rate on pre-tax (loss) income reconciles to the United StatesU.S. federal statutory tax rate of 35% for the years ended December 31 as follows:
 2017 2016 2015 2019 2018 2017
Income tax at federal statutory rate 35.0% 35.0% 35.0% 21.0% 21.0% 35.0%
Goodwill impairment charge (29.3%) 7.1% 1.5%
Change in valuation allowances(1)
 (4.5%) 0.1% (0.3%)
Net tax benefit of share-based compensation (1.1%) (0.8%) (1.6%)
State income tax expense, net of federal income tax benefit 2.7% 2.4% 2.3% 4.9% 3.0% 2.7%
Goodwill impairment charge 1.5% 
 
Foreign tax rate differences 1.3% 0.4% (0.3%)
Impact of Tax Cuts and Jobs Act (6.6%) 
 
 
 (0.8%) (6.6%)
Qualified production activities deduction (3.2%) (2.8%) (2.9%) 
 
 (3.2%)
Net tax benefit of share-based compensation (1.6%) (1.2%) 
Other (1.4%) (0.8%) (1.1%) 
 (0.4%) (0.8%)
Effective tax rate 26.4% 32.6% 33.3% (7.7%) 29.6% 26.4%

On(1) During the quarter ended September 30, 2019, we recorded asset impairment charges related to certain intangible assets located in Australia (Note 8). As a result, we placed a full valuation allowance on the intangible-related deferred tax asset of $8,432, as we do not expect that we will realize the benefit of this deferred tax asset.

In December 22, 2017, United StatesU.S. tax reform was signed into law as the Tax Cuts and Jobs Act (the 2017 Act)"2017 Tax Act"). This legislation included a broad range of tax reforms, including changes to corporate tax rates, business deductions and international tax provisions. The tax effects of changes in tax laws or rates must be recognized in the period in which the law is enacted. As such, thisThis legislation resulted in a net benefit of approximately $20,500 to our 2017 income tax provision. This amount included the net tax benefit from the remeasurement of deferred income taxes to the new federal statutory tax rate of 21%, which iswas effective for us on January 1, 2018, and revised state income tax rates for those states we expectexpected to follow the provisions of the 2017 Tax Act, partially offset by the establishment of a liability for repatriation toll charges related to undistributed foreign earnings and profits.

Reasonable During 2017, reasonable estimates were used in determining many componentsto determine certain impacts of the impact of the 2017 Tax Act, including our 2017 deferred activity and the amount of post-1986 foreign deferred earnings subject to the repatriation toll charge. We are still analyzing certain aspects of the 2017 Act and refining our calculations, which could potentially affect the measurement of our deferred tax balances and the amount of the toll charge liability, and ultimately cause us to revise our initial estimates in future periods. In addition, changes in interpretations, assumptions and guidance regarding the new tax legislation, as well as the potential for technical corrections to the 2017 Act, could have a material impact on our effective tax rate in future periods.

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

In order to completefinalized our accounting for the 2017 Tax Act which we expect to finalize byduring the fourth quarter of 2018. Our 2018 the following specific items need to be completed or addressed:income tax provision was reduced
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

Issuance of state-by-state guidance regarding conformity with or decoupling from$1,700 for adjustments to our accounting for the 2017 Act.
FinalizeTax Act, primarily a reduction in the calculation of post-1986 foreign deferred earnings, which are subject toamount accrued for the repatriation 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.charge.

A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding accrued interest and penalties and the federal benefit of deductible state income tax, iswas as follows:
(in thousands) 2017 2016 2015 2019 2018 2017
Balance, beginning of year $7,373
 $5,743
 $5,272
 $4,801
 $3,795
 $7,373
Additions for tax positions of current year 378
 521
 625
 364
 315
 378
Additions for tax positions of prior years 659
 1,428
 802
 546
 1,177
 659
Reductions for tax positions of prior years (4,389) (177) (225) (887) (108) (4,389)
Settlements 
 
 (541) (341) 
 
Lapse of statutes of limitations (226) (142) (190) (314) (378) (226)
Balance, end of year $3,795
 $7,373
 $5,743
 $4,169
 $4,801
 $3,795


If the unrecognized tax benefits as of December 31, 20172019 were recognized in ourthe consolidated financial statements, income tax expense would decrease $3,795.$4,169. Accruals for interest and penalties, excluding the tax benefits of deductible interest, were $1,046$935 as of December 31, 20172019 and $1,3301,156 as of December 31, 20162018. Our income tax provision included expense for interest and penalties of $605 in 2019 and $110 in 2018 and included a reduction for interest and penalties of $284 in 2017 and expense for interest and penalties of $179 in 2016 and $177 in 2015.2017. Within the next 12 months, it is reasonably possible that our unrecognized tax benefits will change in the range of a decrease of $1,0002,300 to an increase of $1,2001,900 as we attempt to resolve certain federal and state tax matters or as federal and state statutes of limitations expire. Due to the nature of the underlying liabilities and the extended time frame often needed to resolve income tax uncertainties, we cannot provide reliable estimates of the amount or timing of cash payments that may be required to settle these liabilities.

The statute of limitations for federal tax assessments for 20132015 and prior years has expired. Audits of our federal income tax returns for 2013 through 2015 have been completed by the Internal Revenue Service (IRS). Our 2016 returnthrough 2018 returns and our 20172019 return, when filed, are subject to IRS examination. In general, income tax returns for the years 20132015 through 20172019 remain subject to examination by foreign, state and city tax jurisdictions. In the event that we have determined not to file income tax returns with a particular state or city, all years remain subject to examination by the tax jurisdiction.

The ultimate outcome of tax matters may differ from our estimates and assumptions. Unfavorable settlement of any particular issue would require the use of cash and could result in increased income tax expense. Favorable resolution would result in reduced income tax expense.

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

Tax-effected temporary differences that gave rise to deferred tax assets and liabilities as of December 31 were as follows:
 2017 2016 2019 2018
(in thousands) Deferred tax assets Deferred tax liabilities Deferred tax assets Deferred tax liabilities Deferred tax assets Deferred tax liabilities Deferred tax assets Deferred tax liabilities
Goodwill(1) $
 $45,317
 $
 $66,905
 $
 $16,424
 $
 $47,993
Revenue recognition 
 4,752
 
 3,185
Prepaid assets 
 3,830
 
 3,469
Property, plant and equipment 
 8,122
 762
 
 
 3,200
 
 1,739
Intangible assets 
 7,490
 
 30,983
Prepaid assets 
 3,137
 
 4,692
Employee benefit plans 
 2,747
 1,420
 
Installment sales treatment of notes receivable 
 2,450
 
 
 
 1,171
 
 3,054
Deferred advertising costs 
 1,920
 
 3,461
Early extinguishment of debt 
 520
 
 1,563
Employee benefit plans 999
 
 9,677
 
Intangible assets(1)
 14,900
 
 
 3,780
Operating leases 11,409
 10,578
 
 
Net operating loss, tax credit and capital loss carryforwards 7,698
 
 9,380
 
Reserves and accruals 6,151
 
 7,964
 
 6,154
 
 8,893
 
Net operating loss, capital loss and tax credit carryforwards 11,802
 
 5,152
 
Inventories 2,110
 
 3,151
 
 2,595
 
 2,043
 
Federal benefit of state uncertain tax positions 956
 
 2,677
 
All other 1,940
 2,599
 3,154
 5,955
 2,756
 3,452
 3,237
 3,858
Total deferred taxes 23,958
 71,555
 32,537
 113,559
 45,512
 46,154
 24,973
 67,078
Valuation allowances (1,518) 
 (2,545) 
 (10,349) 
 (1,689) 
Net deferred taxes $22,440
 $71,555
 $29,992
 $113,559
 $35,163
 $46,154
 $23,284
 $67,078


(1) The change in these deferred income taxes in 2019, as compared to 2018, was primarily the result of asset impairment charges recorded during 2019. Further information can be found in Note 8.

The valuation allowances as of December 31, 20172019 and December 31, 20162018 related primarily to intangible-related deferred tax assets of our Australian operations, capital loss carryforwards in Canada and net operating loss carryforwards in various state jurisdictions that we do not currently expect to fully realize. The provision for income taxes included benefits of $1,015 for 2017 and $302 for 2016 and charges of $140 for 2015 related to changesChanges in the valuation allowances. The remainder of the change in theour valuation allowances was attributable to foreign currency translation.for the years ended December 31 were as follows:
(in thousands) 2019 2018 2017
Balance, beginning of year $(1,689) $(1,518) $(2,545)
(Expense) benefit from change in allowances (8,336) (290) 1,015
Foreign currency translation (324) 119
 12
Balance, end of year $(10,349) $(1,689) $(1,518)


As of December 31, 2017, we intend to indefinitely reinvest the undistributed earnings of our subsidiaries located outside of the United States and, therefore, no2019, deferred income taxes have not been recognized foron unremitted earnings of our foreign subsidiaries, as these amounts are intended to be reinvested indefinitely in the tax effectsoperations of repatriation. After enactmentthose subsidiaries. If we were to repatriate all of our foreign cash and cash equivalents into the 2017 Act,U.S. at one time, the tax effects would generally be limited to foreign withholding taxes on any distributions. As of December 31, 2017,2019, the amount of cash and cash equivalents held by our foreign subsidiaries was $40,022,$69,046, primarily in Canada.

As of December 31, 20172019, we had the following net operating loss, capital loss and tax credit carryforwards:

Statestate net operating loss carryforwards and tax credit carryforwards of $52,373$63,169 that expire at various dates up to 2037;2048;
Foreignforeign capital loss and net operating loss carryforwards of $9,052$4,891 that do not expire;
Foreignforeign research tax credit and net operating loss carryforwards of $8,571$2,035 that expire at various dates up to 2037;2036; and
Federalfederal net operating loss and capital loss carryforwards of $3,385$1,451 that expire at various dates between 20192025 and 2029.


Note 10: Share-based compensation plans
NOTE 12: SHARE-BASED COMPENSATION PLANS

Our employee share-based compensation plans consist of our employee stock purchase plan and our long-term incentive plan. Effective May 2, 2017, our shareholders approved the Deluxe Corporation 2017 Long-Term Incentive Plan, simultaneously terminating our previous plan. Under this plan, 5.0 million shares of common stock plus any shares released as a result of the
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

forfeiture or termination of awards issued under our prior plan are reserved for issuance, with 6.44.1 million shares remaining available for issuance as of December 31, 20172019. Full value awards such as restricted stock, restricted stock units and performance share awards reduce the number of shares available for issuance by a factor of 2.23, or if such an award were forfeited or terminated without delivery of the shares, the number of shares that again become eligible for issuance would be multiplied by a factor of 2.23. Under our current and previous plans, we have granted non-qualified stock options, restricted stock units, restricted shares and performance share awards. Our current plan also allows for the issuance of stock appreciation rights, which we have not granted as of December 31, 2017.2019. Our policiespolicy regarding the recognition of compensation expense for employee share-based awards can be found in Note 1.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)


The following amounts were recognized in our consolidated statements of (loss) income for share-based compensation awards for the years ended December 31:
(in thousands) 2017 2016 2015 2019 2018 2017
Restricted shares and restricted stock units $6,533
 $5,786
 $5,407
 $13,411
 $5,232
 $6,533
Performance share awards 4,782
 2,806
 2,115
 2,907
 4,502
 4,782
Stock options 3,270
 3,401
 3,964
 2,954
 3,143
 3,270
Employee stock purchase plan 524
 466
 408
 430
 501
 524
Total share-based compensation expense $15,109
 $12,459
 $11,894
 $19,702
 $13,378
 $15,109
Income tax benefit $(5,152) $(4,063) $(3,965) $(5,350) $(3,946) $(5,152)


As of December 31, 20172019, the total compensation expense for unvested awards not yet recognized in our consolidated statements of (loss) income was $14,090,$28,891, net of the effect of estimated forfeitures. This amount is expected to be recognized over a weighted-average period of 1.72.2 years.

Non-qualified stock options All options allow for the purchase of shares of common stock at prices equal to the stock's market value at the date of grant. Options become exercisable beginning 1 year after the grant date, withand beginning in 2019, one-fourth vest each year over 4 years. Awards granted prior to 2019 vest one-third vesting each year over 3 years. OptionsBeginning in 2019, options may be exercised up to 10 years following the grant date. Awards granted prior to 2019 have a 7 years following the date of grant.year life. Beginning 1 year after the grant date, in the case of qualified retirement, death or disability, options vest immediately and the period over which the options can be exercised is shortened. Beginning 1 year after the grant date, in the case of involuntary termination without cause, a pro-rata portion of the options vest immediately and the period over which the options can be exercised is shortened. For options granted prior to 2013, in the case of involuntary termination without cause, all options vest immediately and the period over which the options can be exercised is shortened. Employees forfeit unvested options when they voluntarily terminate their employment with the company, and they have up to 3 months to exercise vested options before they are canceled. In the case of involuntary termination with cause, the entire unexercised portion of the award is canceled. All options may vest immediately upon a change of control, as defined in the award agreement. The following weighted-average assumptions were used in the Black-Scholes option pricing model in determiningto determine the fair value of stock options granted:
 2017 2016 2015 2019 2018 2017
Risk-free interest rate 1.6% 1.1% 1.3% 2.3% 2.7% 1.6%
Dividend yield 1.6% 2.2% 1.8% 2.7% 2.0% 1.6%
Expected volatility 23.7% 25.5% 31.7% 24.5% 23.0% 23.7%
Weighted-average option life (in years) 3.7
 4.0
 4.0
 5.3
 3.9
 3.7


The risk-free interest rate for periods within the expected option life is based on the United StatesU.S. Treasury yield curve in effect at the grant date. The dividend yield is estimated over the expected life of the option based on historical dividends paid. Expected volatility is based on the historical volatility of our stock over the most recent historical period equivalent to the expected life of the option. The expected option life is the average length of time over which we expect the employee groups will exercise their options, based on historical experience with similar grants.

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

Each option is convertible into 1 share of common stock upon exercise. Information regarding options issued under the current and all previous plans was as follows:
 
Number of options
(in thousands)
 Weighted-average exercise price per option 
Aggregate intrinsic value
(in thousands)
 
Weighted-average remaining contractual term
(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 1,312
 $33.28
   
Granted 268
 67.02
   
Exercised (186) 27.36
   
Forfeited or expired (40) 55.13
   
Outstanding, December 31, 2015 1,354
 40.11
   
Granted 458
 54.44
   
Exercised (476) 30.80
   
Forfeited or expired (85) 58.06
   
Outstanding, December 31, 2016 1,251
 47.68
    1,251
 $47.68
   
Granted 270
 75.30
    270
 75.30
   
Exercised (347) 38.72
    (347) 38.72
   
Forfeited or expired (35) 62.19
    (35) 62.19
   
Outstanding, December 31, 2017 1,139
 56.51
 $23,154
 4.3 1,139
 56.51
   
Granted 519
 62.12
   
Exercised (339) 42.55
   
Forfeited or expired (74) 66.85
   
Outstanding, December 31, 2018 1,245
 62.04
   
Granted 644
 44.72
   
Exercised (21) 32.42
   
Forfeited or expired (521) 62.75
   
Outstanding, December 31, 2019 1,347
 53.92
 $3,311
 6.1
              
Exercisable at December 31, 2015 820
 $29.99
   
Exercisable at December 31, 2016 624
 38.50
   
Exercisable at December 31, 2017 555
 47.42
 $16,326
 3.1 555
 $47.42
   
Exercisable at December 31, 2018 472
 59.90
   
Exercisable at December 31, 2019 485
 61.44
 $292
 2.7


The weighted-average grant-date fair value of options granted was $8.30 per option for 2019, $10.98 per option for 2018 and $12.81 per option for 2017, $9.16 per option for 2016 and $14.97 per option for 2015. The intrinsic value of a stock award is the amount by which the fair value of the underlying stock exceeds the exercise price of the award. The total intrinsic value of options exercised was $292 for 2019, $10,007 for 2018 and $11,699 for 2017, $16,043 for 2016 and $6,882 for 2015.

Restricted stock units CertainDuring 2019, we increased our use of restricted stock unit awards. We granted awards to all North American employees, we paid a portion of employee bonuses previously settled in cash in the form of restricted stock units and we granted certain other awards under our long-term incentive plan. These awards generally vest over 3 years. Additionally, certain management employees have the option to receive a portion of their bonus payment in the form of restricted stock units. When employees elect this payment method, we provide an additional matching amount of restricted stock units equal to 50%100% of the restricted stock units earned under the bonus plan. These awards vest 2 years from the date of grant. In the case of qualified retirement, death, disability or change of control, the unitsawards vest immediately. In the case of involuntary termination without cause or voluntary termination, employees receive a cash payment for the units earned under the bonus plan, but forfeit the company-provided matching amount.

In addition to awards granted to employees, non-employee members of our board of directors can elect to receive all or a portion of their fees in the form of restricted stock units. Directors are issued shares in exchange for the units upon the earlier of the tenth anniversary of February 1st of the year following the year in which the non-employee director ceases to serve on the board or such other objectively determinable date pre-elected by the director.

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

Each restricted stock unit is convertible into 1 share of common stock upon completion of the vesting period. Information regarding our restricted stock units was as follows:
 
Number of units
(in thousands)
 Weighted-average grant date fair value per unit 
Weighted-average remaining contractual term
(in years)
 
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 166
 $30.51
 
Granted 34
 63.28
 
Vested (30) 25.05
 
Forfeited (3) 58.04
 
Outstanding at December 31, 2015 167
 34.74
 
Granted 38
 55.39
 
Vested (46) 40.15
 
Forfeited (20) 58.69
 
Outstanding at December 31, 2016 139
 37.99
  139
 $37.99
 
Granted 16
 73.27
  16
 73.27
 
Vested (43) 43.18
  (43) 43.18
 
Forfeited (3) 57.18
  (3) 57.18
 
Outstanding at December 31, 2017 109
 38.31
 4.1 109
 38.31
 
Granted 110
 52.32
 
Vested (22) 48.14
 
Forfeited (2) 74.96
 
Outstanding at December 31, 2018 195
 45.41
 
Granted 611
 44.73
 
Vested (93) 49.31
 
Forfeited (49) 45.40
 
Outstanding at December 31, 2019 664
 44.35
 2.3


Of the awards outstanding as of December 31, 20172019, 2115 thousand restricted stock units with a value of $1,592710 were included in accrued liabilities and other non-current liabilities in ouron the consolidated balance sheet. As of December 31, 20172019, these units had a fair value of $76.8447.00 per unit and a weighted-average remaining contractual term of 59 months.

The total fair value of restricted stock units that vested was $4,374 for 2019, $1,619 for 2018 and $3,161 for 2017, $2,805 for 2016 and $1,970 for 2015. We made cash payments of $421$263 during 20172019, $14078 during 20162018 and $120$421 during 20152017 to settle share-based liabilities.

Restricted shares For restricted share awards granted to employees under our current long-term incentive plan, one-thirdin most cases one-fourth of the shares vest each year over 34 years. Such awards granted under our previous plan vest in their entirety at the end of the 3 year vesting period. Restricted shares granted to directors typically have a 1 year vesting period. The restrictions lapse immediately in the case of qualified retirement, death or disability, or in the event of a change in control where replacement securities are not awarded. In the case of involuntary termination without cause, restrictions on a pro-rata portion of the shares lapse based on how much of the vesting period has passed. In the case of voluntary termination of employment or termination with cause, the unvested restricted shares are forfeited.

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

Information regarding unvested restricted shares was as follows:
 
Number of shares
(in thousands)
 Weighted-average grant date fair value per share 
Weighted-average remaining contractual term
(in years)
 
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 120
 $49.96
 
Granted 72
 66.99
 
Vested (14) 50.72
 
Forfeited (8) 58.58
 
Unvested at December 31, 2015 170
 56.35
 
Granted 97
 56.22
 
Vested (22) 56.63
 
Forfeited (25) 56.86
 
Unvested at December 31, 2016 220
 56.43
  220
 $56.43
 
Granted 68
 74.84
  68
 74.84
 
Vested (99) 52.41
  (99) 52.41
 
Forfeited (8) 61.37
  (8) 61.37
 
Unvested at December 31, 2017 181
 65.33
 1.1 181
 65.33
 
Granted 77
 71.29
 
Vested (76) 69.73
 
Forfeited (14) 66.24
 
Unvested at December 31, 2018 168
 66.02
 
Vested (117) 63.15
 
Forfeited (25) 73.62
 
Unvested at December 31, 2019 26
 71.61
 1.0


The total fair value of restricted shares that vested was $5,608 for 2019, $5,375 for 2018 and $7,452 for 2017, $1,398 for 2016 and $925 for 2015.

Performance share awards Our performance share awards have a 3-year vesting period and sharesperiod. Shares will be issued at the end of the vesting period if performance targets relating to revenue and total shareholder return are achieved. If employment is terminated for any reason prior to the 1-year anniversary of the commencement of the performance period, the award is forfeited. On or after the 1-year anniversary of the commencement of the performance period, a pro-rata portion of the shares awarded at the end of the performance period would beis issued in the case of qualified retirement, death, disability, involuntary termination without cause or resignation for good reason, as defined in the agreement. The following weighted-average assumptions were used in the Monte Carlo simulation model in determining the fair value of market-based performance shares granted:
 2017 2016 2015 2019 2018 2017
Risk-free interest rate 1.4% 0.9% 1.0% 2.3% 2.4% 1.4%
Dividend yield 1.7% 2.3% 1.9% 3.1% 1.6% 1.7%
Expected volatility 21.9% 22.7% 22.7% 26.8% 21.6% 21.9%


The risk-free interest rate for periods within the expected award life is based on the United StatesU.S. Treasury yield curve in effect at the grant date. The dividend yield is estimated over the expected life of the award based on historical dividends paid. Expected volatility is based on the historical volatility of our stock.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)


Information regarding unvested performance shares was as follows:
 
Performance shares
(in thousands)
 Weighted-average grant date fair value per share 
Weighted-average remaining contractual term
(in years)
 
Performance shares
(in thousands)
 Weighted-average grant date fair value per share 
Weighted-average remaining contractual term
(in years)
Unvested at December 31, 2014 69
 $50.14
 
Granted(1)
 62
 67.09
 
Forfeited (9) 58.28
 
Unvested at December 31, 2015 122
 58.13
 
Granted(1)
 153
 52.75
 
Forfeited (39) 55.04
 
Unvested at December 31, 2016 236
 55.15
  236
 $55.15
 
Granted(1)
 83
 75.31
  83
 75.31
 
Forfeited (9) 64.85
  (9) 64.85
 
Vested (60) 50.17
  (60) 50.17
 
Adjustment for performance results achieved(2)
 5
 50.34
  5
 50.34
 
Unvested at December 31, 2017 255
 63.42
 1.3 255
 63.42
 
Granted(1)
 91
 74.49
 
Forfeited (48) 59.32
 
Vested (45) 67.10
 
Adjustment for performance results achieved(2)
 (3) 67.11
 
Unvested at December 31, 2018 250
 67.54
 
Granted(1)
 151
 41.79
 
Forfeited (38) 54.42
 
Vested (118) 59.67
 
Adjustment for performance results achieved(2)
 7
 54.42
 
Unvested at December 31, 2019 252
 57.64
 1.5


(1) Reflects awards granted assuming achievement of performance goals at target.

(2) Reflects the difference between the awards earned at the end of the performance period and the target number of shares.

Employee stock purchase plan During 2019, 65 thousand shares were issued under this plan at prices of $39.92 and $37.93. During 2018, 53 thousand shares were issued under this plan at prices of $63.13 and $50.09. During 2017, 46 thousand shares were issued under this plan at prices of $61.92 and $61.37. During 2016, 48 thousand shares were issued under this plan at prices of $47.52 and $57.45. During 2015, 43 thousand shares were issued under this plan at prices of $55.19 and $54.77.


Note 11: Employee compensation plans
NOTE 13: EMPLOYEE COMPENSATION PLANS

Profit sharing/401(k) plan We maintainThrough December 31, 2019, we maintained a 401(k)/profit sharing/401(k)sharing plan to provide retirement benefits for certain employees. The plan covers a majority of our full-time employees, as well as some part-time employees. Employees are eligible to participate in the plan onafter completing 30 days of service. Effective January 1, 2020, the first dayprofit sharing component of the quarter following their first full year of service.plan was discontinued.

Profit sharing contributions are made solely by Deluxe and are remitted to the plan's trustee. These contributions vary based on the company's performance. 401(k) contributions are made by both employees and Deluxe. Employees may contribute up to 50% of eligible wages, subject to Internal Revenue ServiceIRS limitations and the terms and conditions of the plan. For the majority of employees, we match 100% of the first 1% of wages contributed and 50% of the next 5% of wages contributed, beginning on the first day of the quarter following an employee's first full year of service. Profit sharing contributions were made solely by Deluxe and varied based on the company's performance. All employee and employer contributions are remitted to the plan's trustee. Benefits provided by the plan are paid from accumulated funds of the trust.

Employees are provided a broad range of investment options to choose from when investing their 401(k)/profit sharing/401(k)sharing plan funds. Investing in our common stock is not one of these options, although funds selected by employees may at times hold our common stock.

Cash bonus programs We provide short-term cash bonus programs under which employees may receive cash bonus payments based on our performance for a given fiscal year. Payments earned are paid directly to employees shortly after the end of the year. Previously, we also provided a long-term cash bonus program where employees received payments based on specified performance criteria over a 3-year period. We stopped using the long-term cash bonus program in 2014 when it was replaced with the performance share awards discussed in Note 10. Payments earned under the long-term cash bonus program were paid directly to employees shortly after the end of each 3-year period, with the last payment occurring during 2016.

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)


Expense recognized in the consolidated statements of (loss) income for these plans was as follows for the years ended December 31:
(in thousands) 2017 2016 2015 2019 2018 2017
Performance-based compensation plans(1)
 $22,085
 $19,730
 $27,456
 $21,143
 $20,297
 $22,085
401(k) expense 9,023
 8,309
 7,628
 10,176
 9,686
 9,023


(1) Excludes expense for stock-basedshare-based compensation, which is discussed in Note 10.12.
 
Deferred compensation plan We have a non-qualified deferred compensation plan that allows eligible employees to defer a portion of their compensation. Participants can elect to defer up to 100% of their base salary plus up to 50% of their bonus for the year. The compensation deferred under this plan is credited with earnings or losses measured by the mirrored rate of return on phantom investments elected by plan participants, which are similar to the investments available for funds invested under our 401(k)/profit sharing/401(k)sharing plan. Each participant is fully vested in all deferred compensation and earnings. A participant may elect to receive deferred amounts in a lump-sum payment or in monthly installments upon termination of employment or disability. Our total liability under this plan was $4,581$5,036 as of December 31, 20172019 and $3,669$4,458 as of December 31, 2016.2018. These amounts are reflected in accrued liabilities and other non-current liabilities inon the consolidated balance sheets. We hold investments in an irrevocable rabbi trust for our deferred compensation plan. These assets consist of investments in company-owned life insurance policies, which are included in long-term investments inon the consolidated balance sheets, and totaled $11,648$11,204 as of December 31, 20172019 and $11,270$10,831 as of December 31, 2016.2018.


Note 12: Postretirement benefits
NOTE 14: POSTRETIREMENT BENEFITS

We have historically provided certain health care benefits for a large number of retired United StatesU.S. employees. Employees hired prior to January 1, 2002 become eligible for benefits if they attain the appropriate years of service and age prior to retirement. Employees hired on January 1, 2002 or later are not eligible to participate in our retiree health carethe plan. In addition to our retiree health care plan, we also have a U.S. supplemental executive retirement plan (SERP) in the United States.. The SERP is no longer an active plan. It is not adding new participants and all of the current participants are retired. The SERP has no plan assets, but our obligation is fully funded by investments in company-owned life insurance policies.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)


Obligations and funded status – The following tables summarize the change in benefit obligation, plan assets and funded status during 20172019 and 20162018:
(in thousands) Postretirement benefit plan Pension plan Postretirement benefit plan 
Pension plan(1)
Change in benefit obligation:        
Benefit obligation, December 31, 2015 $100,884
 $3,538
Benefit obligation, December 31, 2017 $87,594
 $3,398
Interest cost 3,012
 106
 2,529
 97
Net actuarial (gain) loss (2,184) 127
Net actuarial gain (9,231) (23)
Benefits paid from plan assets and company funds (7,524) (324) (7,175) (324)
Benefit obligation, December 31, 2016 94,188
 3,447
Benefit obligation, December 31, 2018 73,717
 3,148
Interest cost 2,794
 101
 2,617
 111
Net actuarial (gain) loss (1,469) 174
Net actuarial loss 5,012
 316
Benefits paid from plan assets and company funds (7,919) (324) (8,171) (324)
Benefit obligation, December 31, 2017 $87,594
 $3,398
    
Benefit obligation, December 31, 2019 $73,175
 $3,251
Change in plan assets:        
Fair value of plan assets, December 31, 2015 $117,134
 $
Fair value of plan assets, December 31, 2017 $127,443
 $
Return on plan assets 7,717
 
 (6,663) 
Benefits paid (6,723) 
 (5,804) 
Fair value of plan assets, December 31, 2016 118,128
 
Fair value of plan assets, December 31, 2018 114,976
 
Return on plan assets 15,309
 
 21,179
 
Benefits paid (5,994) 
 (6,237) 
Fair value of plan assets, December 31, 2017 $127,443
 $
Fair value of plan assets, December 31, 2019 $129,918
 $
        
Funded status, December 31, 2016 $23,940
 $(3,447)
Funded status, December 31, 2017 $39,849
 $(3,398)
Funded status, December 31, 2018 $41,259
 $(3,148)
Funded status, December 31, 2019 $56,743
 $(3,251)


As of December 31, (1) 2017 and 2016, theThe accumulated benefit obligation forequals the SERP equaled its projected benefit obligation.

The funded status of our plans was recognized in the consolidated balance sheets as of December 31 as follows:
 Postretirement benefit plan Pension plan Postretirement benefit plan Pension plan
(in thousands) 2017 2016 2017 2016 2019 2018 2019 2018
Other non-current assets $39,849
 $23,940
 $
 $
 $56,743
 $41,259
 $
 $
Accrued liabilities 
 
 324
 324
 
 
 324
 324
Other non-current liabilities 
 
 3,074
 3,123
 
 
 2,927
 2,824


Amounts included in accumulated other comprehensive loss as of December 31 that have not been recognized as components of postretirement benefit income were as follows:
(in thousands) 2017 2016 2019 2018
Unrecognized prior service credit $15,599
 $17,021
 $12,756
 $14,178
Unrecognized net actuarial loss (55,174) (68,288) (45,319) (57,436)
Tax effect 12,746
 15,583
 4,157
 6,729
Amount recognized in accumulated other comprehensive loss, net of tax $(26,829) $(35,684) $(28,406) $(36,529)


The unrecognized prior service credit relates to our postretirement benefit plan and is a result of previous plan amendments that reduced the accumulated postretirement benefit obligation. A reduction is first used to reduce any existing unrecognized prior service cost, then to reduce any remaining unrecognized transition obligation. The excess is the
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

unrecognized prior service credit. The prior service credit is being amortized on the straight-line basis over a weighted-average period of 21 years. The amortization period for the prior service credit isyears based on the average remaining life expectancy of plan participants at the time of the plan amendment.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

The unrecognized
Unrecognized net actuarial loss resultedgains and losses result from experience different from that assumed and from changes in assumptions. The net actuarial loss generated during 2019 was primarily due to the decrease in the discount rate used to discount the benefit obligation. The net actuarial gain generated during 2018 was primarily due to favorable claims experience and an increase in the discount rate used to discount the benefit obligation. Unrecognized actuarial gains and losses for our postretirement benefit plan are being amortized over the average remaining life expectancy of inactive plan participants, as a large percentage of the plan participants are classified as inactive. This amortization period is currently 14.714.1 years.

Amounts included in accumulated other comprehensive loss as of December 31, 2017 that we expect to recognize in postretirement benefit income during 2018 are as follows:
(in thousands) Amounts expected to be recognized
Prior service credit $(1,421)
Net actuarial loss 2,884
Total $1,463


Postretirement benefit income – Postretirement benefit income for the years ended December 31 consisted of the following components:
(in thousands) 2017 2016 2015 2019 2018 2017
Interest cost $2,896
 $3,118
 $3,437
 $2,727
 $2,626
 $2,896
Expected return on plan assets (7,128) (7,335) (7,833) (6,957) (7,737) (7,128)
Amortization of prior service credit (1,421) (1,421) (1,421) (1,421) (1,421) (1,421)
Amortization of net actuarial losses 3,637
 3,797
 3,120
 3,223
 2,884
 3,637
Net periodic benefit income $(2,016) $(1,841) $(2,697) $(2,428) $(3,648) $(2,016)

Actuarial assumptions – In measuring benefit obligations as of December 31, the following discount rate assumptions were used:
  Postretirement benefit plan Pension plan
  2017 2016 2017 2016
Discount rate 3.46% 3.81% 3.35% 3.66%
  Postretirement benefit plan Pension plan
  2019 2018 2019 2018
Discount rate 3.03% 4.13% 2.76% 4.01%

In measuring net periodic benefit income for the years ended December 31, the following assumptions were used:
 Postretirement benefit plan Pension plan Postretirement benefit plan Pension plan
 2017 2016 2015 2017 2016 2015 2019 2018 2017 2019 2018 2017
Discount rate 3.81% 4.02% 3.45% 3.66% 3.88% 3.45% 4.13% 3.46% 3.81% 4.01% 3.35% 3.66%
Expected return on plan assets 6.25% 6.50% 6.50% 
 
 
 6.25% 6.25% 6.25% 
 
 

The discount rate assumption is based on the rates of return on high-quality, fixed-income instruments currently available whose cash flows approximate the timing and amount of expected benefit payments. Effective December 31, 2015, we changed the method we use to determine the discount rate used in calculating the interest component of net periodic benefit income. Instead of using a single weighted-average discount rate, we elected to utilize a full yield curve approach by applying separate discount rates to each future projected benefit payment based on time until payment. We made this change to provide a more precise measurement of interest costs by improving the correlation between projected cash flows and the corresponding yield curve rates. This change did not affect the measurement of our total benefit obligation, but did reduce the interest component of net periodic benefit income $881 in 2016. This is a change in accounting estimate, and accordingly, we accounted for it on a prospective basis. In determining the discount rate used in measuring net periodic benefit income, we utilized the Aon Hewitt AA Above Median Curve to discount each cash flow stream at an interest rate specifically applicable to the timing of each respective cash flow. In 2015, the present value of each cash flow stream was aggregated and used to impute a weighted-average discount rate.

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

In determining the expected long-term rate of return on plan assets, we utilize our historical returns and then adjust these returns for estimated inflation and projected market returns. Our inflation assumption is primarily based on analysis of historical inflation data.

In measuring benefit obligations as of December 31 for our postretirement benefit plan, the following assumptions for health care cost trend rates were used:
 2017 2016 2015 2019 2018 2017
 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 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 7.90% 9.10% 7.50% 8.75% 7.25% 6.75% 7.40% 8.40% 7.70% 8.70% 7.90% 9.10%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) 4.50% 4.50% 4.50% 4.50% 5.00% 5.00% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50%
Year that the rate reaches the ultimate trend rate 2025
 2025
 2025
 2025
 2026
 2024
 2029
 2029
 2029
 2029
 2025
 2025


Assumed health care cost trend rates have an effect on the amounts reported for health care plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects:
(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)

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

Plan assets – The allocation of plan assets by asset category as of December 31 was as follows:
 Postretirement benefit plan Postretirement benefit plan
 2017 2016 2019 2018
U.S. large capitalization equity securities 24% 33% 24% 23%
Mortgage-backed securities 23% 16% 24% 25%
International equity securities 18% 18% 19% 18%
U.S. corporate debt securities 18% 13% 15% 20%
Government debt securities 13% 13% 14% 11%
U.S. small and mid-capitalization equity securities 4% 7% 4% 3%
Total 100% 100% 100% 100%


Our postretirement benefit plan has assets that are intended to meet long-term obligations. In order to meet these obligations, we employ a total return investment approach that considers cash flow needs and balances long-term projected returns against expected asset risk, as measured using projected standard deviations. Risk tolerance is established through consideration of projected plan liabilities, the plan's funded status, projected liquidity needs and current corporateour financial condition.

The target asset allocation percentages for our postretirement benefit plan are based on our liability and asset projections. The targeted allocation of plan assets is 55% fixed income securities, 24% large capitalization equity securities, 55% fixed income securities, 18% international equity securities and 3% small and mid-capitalization equity securities.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSInformation regarding fair value measurements of plan assets was as follows as of December 31, 2019:
(dollars in thousands, except per share amounts)
  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,
2019
(in thousands) (Level 1)  (Level 2) (Level 3)  
U.S. large capitalization equity securities $
 $30,990
 $
 $
 $30,990
Mortgage-backed securities 
 13,060
 
 17,768
 30,828
International equity securities 20,859
 3,173
 
 
 24,032
U.S. corporate debt securities 
 14,771
 
 5,184
 19,955
Government debt securities 
 18,776
 
 
 18,776
U.S. small and mid-capitalization equity securities 4,228
 363
 
 
 4,591
Other debt securities 529
 217
 
 
 746
Plan assets $25,616
 $81,350
 $
 $22,952
 $129,918

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

Information regarding fair value measurements of plan assets was as follows:follows as of December 31, 2018:
  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 $
 $
 $
 $30,167
 $30,167
Mortgage-backed securities 
 13,274
 
 15,388
 28,662
International equity securities 23,127
 340
 
 
 23,467
U.S. corporate debt securities 
 13,032
 
 10,206
 23,238
Government debt securities 
 17,118
 
 
 17,118
U.S. small and mid-capitalization equity securities 3,490
 56
 
 956
 4,502
Other debt securities 134
 155
 
 
 289
Plan assets $26,751
 $43,975
 $
 $56,717
 $127,443

 Fair value measurements using     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
 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,
2018
(in thousands) (Level 1)  (Level 2) (Level 3)  (Level 1)  (Level 2) (Level 3) 
U.S. large capitalization equity securities $
 $
 $
 $38,731
 $38,731
 $
 $
 $
 $26,240
 $26,240
Mortgage-backed securities 
 15,542
 
 3,245
 18,787
 
 13,593
 
 15,138
 28,731
International equity securities 20,768
 500
 
 
 21,268
 20,261
 298
 
 
 20,559
U.S. corporate debt securities 
 14,753
 
 802
 15,555
 6,489
 12,468
 
 3,594
 22,551
Government debt securities 
 15,104
 
 
 15,104
 
 12,738
 
 
 12,738
U.S. small and mid-capitalization equity securities 5,691
 120
 
 2,280
 8,091
 3,259
 27
 
 551
 3,837
Other debt securities 
 592
 
 
 592
 (6) 326
 
 
 320
Plan assets $26,459
 $46,611
 $
 $45,058
 $118,128
 $30,003
 $39,450
 $
 $45,523
 $114,976

The fair value of Level 2 mortgage-backed securities is estimated using pricing models with inputs derived principally from observable market data. The fair value of our other Level 2 debt securities is typically estimated using pricing models, quoted prices of securities with similar characteristics or discounted cash flow calculations that maximize observable inputs, such as current yields for similar instruments adjusted for trades and other pertinent market information. Our policy is to recognize transfers between fair value levels as of the end of the reporting period in which the transfer occurred.

Cash flows – We made no contributions to plan assets during the past 3 years.

We have fully funded the United States SERP obligation with investments in company-owned life insurance policies. The cash surrender value of these policies is included in long-term investments inon the consolidated balance sheets and totaled $6,6157,136 as of December 31, 20172019 and $6,3626,869 as of December 31, 20162018.

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

The following benefit payments are expected to be paid during the years indicated:
(in thousands) Postretirement benefit planPension plan Postretirement benefit planPension plan
2018 $8,477
 $320
2019 8,698
 320
2020 8,503
 310
 $6,089
 $320
2021 8,012
 310
 6,040
 320
2022 7,530
 300
 5,934
 310
2023 - 2027 29,938
 
1,350

2023 5,767
 300
2024 5,562
 290
2025 - 2029 24,427
 1,280



Note 13: Debt and lease obligations
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

NOTE 15: DEBT

Debt outstanding was comprised of the following at December 31:
(in thousands) 2017 2016 2019 2018
Amount drawn on revolving credit facility $413,000
 $428,000
 $883,500
 $910,000
Amount outstanding under term loan facility 294,938
 330,000
Capital lease obligations 1,914
 1,685
Capital lease obligations(1)
 
 1,864
Long-term debt, principal amount 709,852
 759,685
 883,500
 911,864
Less unamortized debt issuance costs (471) (927)
Less current portion of long-term debt (44,121) (35,952) 
 (791)
Long-term debt 665,260
 722,806
 883,500
 911,073
    
Current portion of amount drawn under term loan facility 43,313
 35,063
Current portion of capital lease obligations 808
 889
Long-term debt due within one year, principal amount 44,121
 35,952
Less unamortized debt issuance costs (81) (110)
Current portion of capital lease obligations(1)
 
 791
Long-term debt due within one year 44,040
 35,842
 

791
Total debt $709,300
 $758,648
 $883,500
 $911,864


(1) Upon adoption of ASU No. 2016-02, Leasing, and related amendments on January 1, 2019 (Note 2), we reclassified our capital lease obligations, now known as finance lease obligations, to accrued liabilities and other non-current liabilities on the consolidated balance sheet.

There are currently no limitations on the amount of dividends and share repurchases under the terms of our credit agreement. However, if our leverage ratio, defined as total debt less unrestricted cash to EBITDA, should exceed 2.75 to 1, there would be an annual limitation on the amount of dividends and share repurchases under the terms of this agreement.repurchases.

Senior notes – In November 2012, we issued $200,000 of 6.0% senior notes that were scheduled to mature on November 15, 2020. The notes were issued via a private placement under Rule 144A of the Securities Act of 1933. These notes were subsequently registered with the SEC via a registration statement that became effective on April 3, 2013. Proceeds from the offering, net of offering costs, were $196,340. These proceeds were used to retire our senior notes that were due in June 2015. In November 2016, we retired all of these notes, realizing a loss on early debt extinguishment of $7,858 during 2016, consisting of a contractual call premium and the write-off of related debt issuance costs. This retirement was funded utilizing a new term loan facility established under our credit facility agreement. As discussed in Note 6, we previously entered into interest rate swaps to hedge these notes. The swaps were terminated in November 2016 at the time of the debt redemption. The cumulative decrease in the fair value of hedged debt as of the date of the termination of $2,842 was recorded as interest expense in the 2016 consolidated statement of income.

In March 2011, we issued $200,000 of 7.0% senior notes that were scheduled to mature on March 15, 2019. The notes were issued via a private placement under Rule 144A of the Securities Act of 1933. These notes were subsequently registered with the SEC via a registration statement that became effective on January 10, 2012. Proceeds from the offering, net of offering costs, were $196,195. These proceeds were used to retire a portion of our senior, unsecured notes due in 2012. In March 2015, we retired all of these notes, realizing a loss on early debt extinguishment of $8,917 during 2015, consisting of a contractual call premium and the write-off of related debt issuance costs. This retirement was funded utilizing our credit facility and a short-term bank loan that we have since repaid.

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

Credit facilityAs of December 31, 2017,2018, we had a $525,000 revolving credit facility thatin the amount of $950,000. In January 2019, we increased the credit facility by $200,000, bringing the total availability to $1,150,000, subject to increase under the credit agreement to an aggregate amount not exceeding $1,425,000. The credit facility matures in February 2019.March 2023. Our quarterly commitment fee ranges from 0.20%0.175% to 0.40%0.35% based on our leverage ratio. As of December 31, 2017, $413,000 wasAmounts drawn on our revolvingunder the credit facility athad a weighted-average interest rate of 2.98%. As3.03% as of December 31, 2016, $428,000 was drawn on our revolving credit facility at a weighted-average2019 and 3.79% as of December 31, 2018. In July 2019, we executed an interest rate swap to convert $200,000 of 2.22%.

During 2016, we amended the credit agreement governing ouramount drawn under the credit facility to include a new variablefixed rate term loan facilitydebt. Further information can be found in the aggregate amount of $330,000. We borrowed the full amount during the fourth quarter of 2016, using the proceeds to retire our senior notes due in 2020 and to partially fund the acquisition of FMCG in December 2016 (Note 5). The term loan facility matures in February 2019 and requires periodic principal payments throughout the term of the loan. Interest is paid weekly and we may prepay the term loan facility in full or in part at our discretion. Amounts repaid may not be reborrowed. As of December 31, 2017, $294,938 was outstanding under the term loan facility at a weighted-average interest rate of 2.99%. As of December 31, 2016, $330,000 was outstanding under the term loan facility at a weighted-average interest rate of 2.27%.Note 7.

Borrowings under the credit agreement are collateralized by substantially all of our personal and intangible property. The credit agreement governing our credit facility contains customary covenants regarding limits on levels of subsidiary indebtedness and capital expenditures, liens, investments, acquisitions, certain mergers, certain asset sales outside the ordinary course of business and change in control as defined in the agreement. The agreement also containsrequires us to maintain certain financial covenants regarding ourratios, including a maximum leverage ratio of 3.5 and a minimum ratio of consolidated earnings before interest coverage and liquidity.taxes to consolidated interest expense, as defined in the credit agreement, of 3.0.

Daily average amounts outstanding under our credit facility were as follows for the years ended December 31:
(in thousands) 2017 2016 2015 2019 2018 2017
Revolving credit facility:            
Daily average amount outstanding $436,588
 $417,219
 $270,063
 $925,715
 $731,110
 $436,588
Weighted-average interest rate 2.55% 1.93% 1.66% 3.54% 3.24% 2.55%
Term loan facility:(1)            
Daily average amount outstanding $315,862
 $52,381
 $
 $
 $63,638
 $315,862
Weighted-average interest rate 2.57% 1.52% 
 
 2.97% 2.57%

(1) During 2018 and 2017, we had borrowings outstanding under a variable rate term loan facility. These amounts were repaid in March 2018.

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

As of December 31, 2017,2019, amounts were available for borrowing under our revolving credit facility as follows:
(in thousands) Total available Total available
Revolving credit facility commitment $525,000
 $1,150,000
Amount drawn on revolving credit facility (413,000) (883,500)
Outstanding letters of credit(1)
 (10,361) (5,408)
Net available for borrowing as of December 31, 2017 $101,639
Net available for borrowing as of December 31, 2019 $261,092

(1) We use standby letters of credit primarily to collateralize certain obligations related to our self-insured workers' compensation claims, as well as claims for environmental matters, as required by certain states. These letters of credit reduce the amount available for borrowing under our revolving credit facility.

GAAP requires management to evaluate,
NOTE 16: LEASES

We have entered into operating leases for each annual and interim period, whether there are conditions and events, considered in the aggregate, that indicate that it is probable that we will be unable to meet our obligations as they become due within one year after the date the financial statements are issued. This evaluation must be based on relevant conditions and events that are known and reasonably knowable as of that date. The evaluation initially does not take into consideration the potential mitigating effectmajority of our plans thatfacilities. These real estate leases have not been fully implemented asremaining terms of the date the financial statements are issued.

Our credit facility, including amounts outstanding under ourup to 10 years, with a weighted-average remaining term loan facility, matures in February 2019 and if not renewed, extended or replaced with other financing, would raise substantial doubt about our ability to continue as a going concern. Our plan to mitigate this risk is to obtain a new multi-year credit facility to refinance amounts outstanding under the current credit facility and to satisfy those obligations. We have been successful in obtaining long-term financing with terms and in amounts adequate to meet our objectives in the past, and we expect to execute the new credit facility in the first half of 2018. We believe that our existing cash balances, together with executing our new credit facility, will be sufficient to meet our anticipated cash requirements through at least the next 12 months.

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

Long-term debt maturities – The aggregate debt maturities for our revolving line of credit and our term loan facility5.4 years as of December 31, 20172019. We utilize leases for these facilities to limit our exposure to risks related to ownership, such as fluctuations in real estate prices, and to maintain flexibility in our real estate utilization. We have also entered into operating leases for certain equipment, primarily production printers and data center equipment. Certain of our leases include options to extend the lease term. The impact of renewal periods was not significant to the amounts recorded for operating lease assets and liabilities.

We have entered into finance leases, formerly known as capital leases, for certain information technology hardware. The net book value of the related lease assets and the related lease liabilities were not significant as of December 31, 2019 or December 31, 2018.

Operating lease expense was $19,113 for 2019. Rental expense related to operating leases was $23,928 for 2018 and $19,839 for 2017. Additional information regarding our operating leases for 2019 was as follows:

(in thousands) Debt maturities
2018 $43,313
2019 664,625
Total $707,938
(in thousands) 2019
Operating cash outflows $17,737
Lease assets obtained during the period in exchange for lease obligations 11,637
   
  December 31, 2019
Operating lease assets $44,372
   
Accrued liabilities $12,898
Operating lease liabilities 33,585
Total operating lease liabilities $46,483
Weighted-average remaining lease term (in years) 5.1
Weighted-average discount rate 3.4%


Short-term borrowings – In March 2015, we entered into a $75,000 short-term variable rate bank loan. Proceeds from this loan, net of related costs, were $74,880 and were used, along with a draw on our revolving credit facility, to retire all $200,000 of our 7.0% senior notes that were scheduled to mature on March 15, 2019. During December 2015, we elected to repay this loan in full. The weighted-average interest rate on amounts outstanding under this loan during 2015 was 1.59%.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

Lease obligations – We had capitalMaturities of operating lease obligations of $1,914liabilities were as of December 31, 2017 and $1,685 as of December 31, 2016 related to information technology hardware. The lease obligations will be paid through September 2021. The related assets are included in property, plant and equipment in the consolidated balance sheets. Depreciation of the leased assets is included in depreciation expense in the consolidated statements of cash flows. A portion of the leased assets have not yet been placed in service. The balance of those leased assets placed in service as of December 31 was as follows:
(in thousands) 2017 2016
Machinery and equipment $4,676
 $4,434
Accumulated depreciation (3,522) (3,058)
Net assets under capital leases $1,154
 $1,376
(in thousands) Operating lease obligations
2020 $13,970
2021 11,334
2022 8,397
2023 4,527
2024 3,319
Thereafter 9,163
Total lease payments 50,710
Less imputed interest (4,227)
Present value of lease payments $46,483


In addition to capital leases, we also have operating leases on certain facilities and equipment. Rental expense was $19,839 for 2017, $16,454 for 2016 and $15,372 for 2015. As of December 31, 2017, future minimum lease payments under our capital lease obligations and noncancelable operating leases with terms in excess of one year were as follows:
(in thousands) Capital lease obligations Operating lease obligations
2018 $839
 $10,781
2019 585
 9,703
2020 416
 5,389
2021 129
 2,556
2022 
 819
Thereafter 
 1,739
Total minimum lease payments 1,969
 $30,987
Less portion representing interest (55)  
Present value of minimum lease payments $1,914
  


Note 14:  Other commitments and contingencies
NOTE 17: OTHER COMMITMENTS AND CONTINGENCIES

Indemnifications – In the normal course of business, we periodically enter into agreements that incorporate general indemnification language. These indemnificationsindemnification provisions generally encompass third-party claims arising from our products and services, including, without limitation, service failures, breach of security, intellectual property rights, governmental regulations and/or employment-related matters. Performance under these indemnities would generally be triggered by our breach of the terms of the contract. In disposing of assets or businesses, we often provide representations, warranties and/or indemnities to cover various risks including, for example, unknown damage to the assets, environmental risks involved in the sale of real estate, liability to investigate and remediate environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal feesmatters related to periods prior to disposition. We do not have the ability to estimate the potential liability from such indemnities because they relate to unknown conditions. However, we do not believe that any liability under these indemnities would have a material adverse effect on our financial position, annual results of operations or annual cash flows. We have recorded liabilities for known indemnifications related to environmental matters.

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

Environmental matters – We are currently involved in environmental compliance, investigation and remediation activities at some of our current and former sites, primarily printing facilities of our Financial Services and Small Business Services segments that have been sold. Remediation costs are accrued on an undiscounted basis when the obligations are either known or considered probable and can be reasonably estimated. Remediation or testing costs that result directly from the sale of an asset and which we would These liabilities were not have otherwise incurred are considered direct costs of the sale of the asset. As such, they are included in our measurement of the carrying value of the asset sold.

Accruals for environmental matters were $2,646significant as of December 31, 2017 and $3,206 as of 2019 or December 31, 2016, primarily related to facilities that have been sold. These accruals are included in accrued liabilities and other non-current liabilities in the consolidated balance sheets. Accrued costs consist of direct costs of the remediation activities, primarily fees that will be paid to outside engineering and consulting firms. Although recorded accruals include our best estimates, our total costs cannot be predicted with certainty due to various factors such as the extent of corrective action that may be required, evolving environmental laws and regulations and advances in environmental technology. Where the available information is sufficient to estimate the amount of the liability, that estimate is used. Where the information is only sufficient to establish a range of probable liability and no point within the range is more likely than any other, the lower end of the range is recorded. We do not believe that the range of possible outcomes could have a material effect on our financial condition, results of operations or liquidity. Expense reflected in our consolidated statements of income for environmental matters was $348 for 2017 and $1,142 for 2015. The 2016 consolidated statement of income includes a net benefit from environmental matters of $1,692. During the second quarter of 2016, we reversed a portion of the liability for one of our sold facilities as we determined that it was no longer probable that a portion of the estimated environmental remediation costs for this location would be incurred.

We purchased an insurance policy during 2002 that covers up to $10,000 of third-party pollution claims through 2032 at certain owned, leased and divested sites. We also purchased an insurance policy during 2009 that covers up to $15,000 of third-party pollution claims through April 2019 at certain other sites. These policies cover liability for claims of bodily injury or property damage arising from pollution events at the covered facilities, as well as remediation coverage should we be required by a governing authority to perform remediation activities at the covered sites. No accruals have been recorded in our consolidated financial statements for any of the events contemplated in these insurance policies. We do not anticipate significant net cash outlays for environmental matters within the next 5 years.2018.

Self-insurance – We are self-insured for certain costs, primarily workers' compensation claims and medical and dental benefits for active employees and those employees on long-term disability. The liabilities associated with these items represent our best estimate of the ultimate obligations for reported claims plus those incurred, but not reported, and totaled $7,6797,576 as of December 31, 20172019 and $6,9996,627 as of December 31, 20162018. These accruals are included in accrued liabilities and other non-current liabilities inon the consolidated balance sheets. Our workers' compensation liability is accounted for on arecorded at present value basis.value. The difference between the discounted and undiscounted liability was not significant as of December 31, 20172019 or December 31, 20162018.

Our self-insurance liabilities are estimated, in part, by considering historical claims experience, demographic factors and other actuarial assumptions. The estimated accruals for these liabilities could be significantly affected if future events and claims differ from these assumptions and historical trends.

Litigation – Recorded liabilities for legal matters, as well as related charges recorded in each of the past 3 years, were not material to our financial position, results of operations or liquidity during the periods presented, and we do not believe that any of the currently identified claims or litigation will materially affect our financial position, results of operations or liquidity upon resolution. However, litigation is subject to inherent uncertainties, and unfavorable rulings could occur. If an unfavorable ruling were to occur, it may cause a material adverse impact on our financial position, results of operations or liquidity for the period in which the ruling occurs or in future periods.


Note 15: Shareholders’ equity
NOTE 18: SHAREHOLDERS' EQUITY

During 2017, we repurchased 924 thousand shares for $65,000. A portion of these repurchases were completed under an outstanding authorization fromIn October 2018, our board of directors to purchase up to 10.0 million shares of our common stock. As of December 31, 2016, 65 thousand shares remained available for purchase under this authorization and we completed the purchase of all of these remaining shares during the quarter ended March 31, 2017. During 2016, we repurchased 901 shares for $55,224 and during 2015, we repurchased 996 shares for $59,952 under this authorization.

The remainder of our 2017 share repurchases were completed under an additional authorization from our board of directors forauthorized the repurchase of up to $300,000$500,000 of our common stock, effective at the conclusion of the previous authorization.stock. This additional authorization has no expiration datedate. During 2019, we repurchased 2.6 million shares for $118,547 under this authorization and $239,726$301,452 remained available for purchase under this authorizationrepurchase as of December 31, 2019. Under the current and previous authorizations, we repurchased 3.6 million shares for $200,000 during 2018 and 924 thousand shares for $65,000 during 2017.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)



DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

Note 16: Business segment information
NOTE 19: BUSINESS SEGMENT INFORMATION

We operateAs of December 31, 2019, we operated 3 reportable business segments: Small Business Services, Financial Services and Direct Checks. Our business segments arewere generally organized by thecustomer type of customer served and reflectreflected the way we managemanaged the company. company through that date.

Small Business Services primarily serves small businesses and promotes and sells its products and services to small businesses via internet advertising, direct response mail, and internet advertising;partner referrals, from financial institutions, telecommunications clients and other partners; networks of Safeguard distributors and independent dealers;dealers, a direct sales force that focuses on selling to and through major accounts; and an outbound telemarketing group. Financial Services' products and services are soldServices primarily through a direct sales force, which executes product and service supply contracts with ourserves financial institution clients,institutions, including banks, credit unions and financial services companies.companies, and promotes and sells its products and services primarily through a direct sales force. Direct Checks sellsis a leading direct-to-consumer check supplier, selling its products and services directly to consumers usingvia direct marketing, including print advertising andutilizing search engine marketing and optimization strategies.strategies and print advertising. All 3 segments operate primarily in the United States.U.S. Small Business Services also has operations in Canada, Australia and portions of Europe. NoEurope, and Financial Services has operations in Canada. NaN single customer accounted for more than 10% of consolidated revenue during the past 3 years.

During the second quarter of 2019, we announced that as part of our “One Deluxe” strategy, we would realign the company into 4 primary focus areas: Payments, Cloud Solutions, Promotional Solutions and Checks. This realignment was effective on January 1, 2020 and as a result, beginning in 2020, these 4 focus areas become our reportable business segments. We will report financial results for the 4 segments beginning in the first quarter of 2020, and we will retrospectively adjust prior periods to reflect the new reportable segment structure.

Our product and service offerings are comprised of the following:

Checks – We remain one of the largest providers of checks in the United States. During 2017, checks represented 39% of our Small Business Services segment's revenue, 43% of our Financial Services segment's revenue and 84% of our Direct Checks segment's revenue.

Marketing solutions and other services (MOS)– We offer products and services designed to meet our customers’customers' sales and marketing needs, as well as various other service offerings. Our MOS offerings generally consist of the following:

Small business marketing solutions – Our marketing products includeutilize digital printing and web-to-print solutions to provide printed marketing materials and promotional solutions, such as postcards, brochures, retail packaging supplies, apparel, greeting cards and business cards, print marketing, promotional goodscards.

Treasury management solutions – These solutions include remittance and apparel. Our weblockbox processing, remote deposit capture, receivables management, payment processing and paperless treasury management, as well as software, hardware and digital imaging solutions.

Web services – These service offerings include logo design;web hosting and domain name services, logo and web design, services;payroll services, email marketing, search engine optimization;marketing and optimization and business incorporation and organization services.

Data-driven marketing solutions – These offerings include outsourced marketing campaign targeting and execution and marketing programs, including email, mobileanalytics solutions that help our customers grow revenue through strategic targeting, lead optimization, retention and social media. We also offercross-selling services.

Fraud, security, risk management and operational services – These service offerings include fraud protection and security services, online and offline payroll services, and electronic checks ("eChecks"). Our Financial Services segment also offers a selection of financial technology (“FinTech”) solutions. These solutions include data-driven marketing solutions, including outsourced marketing campaign targeting and execution; treasury management solutions, including accounts receivable processing and remote deposit capture;deposits ("ePayments") and digital engagement solutions, including loyalty and rewards programs. During 2017, MOS represented 34%programs and financial management tools.

Checks – We are one of our Small Business Services segment's revenue, 55%the largest providers of our Financial Services segment's revenuepersonal and 11% of our Direct Checks segment's revenue.business checks in the U.S.

Forms, accessories and other productsOur Small Business Services segment providesWe provide printed business forms, to small businesses, including deposit tickets, billing forms, work orders, job proposals, purchase orders, invoices and personnel forms. This segment also offersforms, as well as computer forms compatible with accounting software packages commonly used by small businesses. Forms sold by our Financial Services and Direct Checks segments include deposit tickets and check registers.

Accessories andWe also offer other products – Small Business Services offers products designed to provide small business owners with the customized documents necessary to efficiently manage their business,products, including envelopes, office supplies, ink stamps, labels, deposit tickets, check registers and labels. Our Financial Servicescheckbook covers.

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

The following tables present revenue disaggregated by our product and Direct Checks segments offer checkbook covers, labelsservice offerings:
  Year Ended December 31, 2019
(in thousands) Small Business Services Financial Services Direct Checks Consolidated
Marketing solutions and other services:        
Small business marketing solutions $281,552
 $
 $
 $281,552
Treasury management solutions 
 193,527
 
 193,527
Web services 166,025
 
 
 166,025
Data-driven marketing solutions 
 157,706
 
 157,706
Fraud, security, risk management and operational services 24,572
 49,562
 13,209
 87,343
Total MOS 472,149
 400,795
 13,209
 886,153
Checks 462,950
 219,695
 100,550
 783,195
Forms, accessories and other products 320,680
 13,008
 5,679
 339,367
Total revenue $1,255,779
 $633,498
 $119,438
 $2,008,715
         
  Year Ended December 31, 2018
(in thousands) Small Business Services Financial Services Direct Checks Consolidated
Marketing solutions and other services:        
Small business marketing solutions $292,245
 $
 $
 $292,245
Treasury management solutions 
 148,011
 
 148,011
Web services 161,646
 
 
 161,646
Data-driven marketing solutions 
 147,893
 
 147,893
Fraud, security, risk management and operational services 25,460
 50,499
 14,146
 90,105
Total MOS 479,351
 346,403
 14,146
 839,900
Checks 476,751
 226,554
 107,084
 810,389
Forms, accessories and other products 327,518
 14,010
 6,208
 347,736
Total revenue $1,283,620
 $586,967
 $127,438
 $1,998,025
         
  Year Ended December 31, 2017
(in thousands) Small Business Services Financial Services Direct Checks Consolidated
Marketing solutions and other services:        
Small business marketing solutions $262,192
 $
 $
 $262,192
Treasury management solutions 
 109,240
 
 109,240
Web services 131,644
 
 
 131,644
Data-driven marketing solutions 
 150,572
 
 150,572
Fraud, security, risk management and operational services 25,491
 61,185
 15,354
 102,030
Total MOS 419,327
 320,997
 15,354
 755,678
Checks 482,928
 249,716
 118,392
 851,036
Forms, accessories and other products 337,484
 14,562
 6,796
 358,842
Total revenue $1,239,739
 $585,275
 $140,542
 $1,965,556



DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)


The following table presents revenue disaggregated by geography, based on where items are shipped or services are performed:
(in thousands) Small Business Services Financial Services Direct Checks Total
Year Ended December 31, 2019        
U.S. $1,157,195
 $611,403
 $119,438
 $1,888,036
Foreign, primarily Canada and Australia 98,584
 22,095
 
 120,679
Total revenue $1,255,779
 $633,498
 $119,438
 $2,008,715
Year Ended December 31, 2018        
U.S. $1,180,019
 $563,918
 $127,438
 $1,871,375
Foreign, primarily Canada and Australia 103,601
 23,049
 
 126,650
Total revenue $1,283,620
 $586,967
 $127,438
 $1,998,025
Year Ended December 31, 2017        
U.S. $1,150,055
 $568,801
 $140,542
 $1,859,398
Foreign, primarily Canada and Australia 89,684
 16,474
 
 106,158
Total revenue $1,239,739
 $585,275
 $140,542
 $1,965,556


Substantially all of our long-lived assets reside in the U.S. Long-lived assets of our foreign subsidiaries are located primarily in Canada and ink stamps.Australia and are not significant to our consolidated financial position.

The accounting policies of the segments are the same as those described in Note 1. We allocate corporate costs for our shared services functions to our business segments, including costs of our executive management, human resources, supply chain, real estate, finance, information technology and legal functions. Generally, whereWhere costs incurred wereare directly attributable to a business segment, those costs are charged directly to that segment. Those costs not directly attributable to a business segment, primarily within the areas of information technology, supply chain and finance, thosecertain human resources costs, were charged directly to that segment. Because we use a shared services approach for many of our functions, certain costs were not directly attributable to a business segment. These costs wereare allocated to our businessthe segments based on segment revenue, as revenue is a measurethe number of the relative size and magnitude of each segment and indicates the level of corporate shared services consumed byemployees in each segment. Corporate assets are not allocated to the segments and consisted primarily of long-term investments and assets related to our corporate shared services functions of manufacturing, information technology and real estate, including property, plant and equipment; internal-use software; operating lease assets; and inventories and supplies. Depreciation and amortization expense related to corporate assets, which was allocated to the segments, was $36,239 in 2019, $33,812 in 2018 and $33,302 in 2017, $32,785 in 2016 and $32,505 in 2015.

We are an integrated enterprise, characterized by substantial intersegment cooperation, cost allocations and the sharing of assets. Therefore, we do not represent that these segments, if operated independently, would report the operating (loss) income and other financial information shown.




DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

The following is our segment information as of and for the years ended December 31:
    Reportable Business Segments    
(in thousands)   Small Business Services Financial Services Direct Checks Corporate Consolidated
Total revenue from external 2017 $1,239,739
 $585,275
 $140,542
 $
 $1,965,556
customers: 2016 1,195,743
 499,976
 153,343
 
 1,849,062
  2015 1,151,916
 455,390
 165,511
 
 1,772,817
Operating income: 2017 182,807
 101,644
 46,741
 
 331,192
  2016 208,789
 106,820
 53,118
 
 368,727
  2015 203,933
 91,539
 58,859
 
 354,331
Depreciation and amortization 2017 56,834
 62,592
 3,226
 
 122,652
expense: 2016 52,195
 35,850
 3,538
 
 91,583
  2015 45,513
 26,807
 4,380
 
 76,700
Asset impairment charges: 2017 54,880
 
 
 
 54,880
  2016 
 
 
 
 
  2015 
 
 
 
 
Total assets: 2017 1,081,098
 679,547
 158,827
 289,355
 2,208,827
  2016 1,086,500
 631,353
 161,039
 305,446
 2,184,338
  2015 995,445
 435,632
 161,987
 249,089
 1,842,153
Capital asset purchases: 2017 
 
 
 47,450
 47,450
  2016 
 
 
 46,614
 46,614
  2015 
 
 
 43,261
 43,261

Revenue by product and service category for the years ended December 31 was as follows:
(in thousands) 2017 2016 2015
Checks $851,036
 $865,285
 $873,298
Marketing solutions and other services 755,678
 616,917
 532,465
Forms 211,648
 215,784
 215,663
Accessories and other products 147,194
 151,076
 151,391
Total revenue $1,965,556
 $1,849,062
 $1,772,817
    Reportable Business Segments    
(in thousands)   Small Business Services Financial Services Direct Checks Corporate Consolidated
Total revenue from external 2019 $1,255,779
 $633,498
 $119,438
 $
 $2,008,715
customers: 2018 1,283,620
 586,967
 127,438
 
 1,998,025
  2017 1,239,739
 585,275
 140,542
 
 1,965,556
Operating (loss) income: 2019 (124,235) (67,524) 33,618
 
 (158,141)
  2018 119,808
 69,939
 41,474
 
 231,221
  2017 181,528
 101,047
 46,601
 
 329,176
Depreciation and amortization 2019 62,138
 60,622
 3,276
 
 126,036
expense: 2018 66,031
 61,843
 3,226
 
 131,100
  2017 56,834
 62,592
 3,226
 
 122,652
Asset impairment charges: 2019 273,583
 117,397
 
 
 390,980
  2018 99,437
 1,882
 
 
 101,319
  2017 54,880
 
 
 
 54,880
Total assets: 2019 841,858
 583,555
 154,687
 363,211
 1,943,311
  2018 1,094,262
 751,242
 157,802
 301,790
 2,305,096
  2017 1,081,098
 679,547
 158,827
 289,355
 2,208,827
Capital asset purchases: 2019 
 
 
 66,595
 66,595
  2018 
 
 
 62,238
 62,238
  2017 
 
 
 47,450
 47,450


The following information for the years ended December 31 is based on the geographic locations of our subsidiaries:
(in thousands) 2017 2016 2015
Total revenue from external customers:      
United States $1,875,872
 $1,776,701
 $1,701,566
Foreign, primarily Canada 89,684
 72,361
 71,251
Total revenue $1,965,556
 $1,849,062
 $1,772,817


Substantially all of our long-lived assets reside in the United States. Long-lived assets of our foreign subsidiaries are located primarily in Australia and Canada and are not significant to our consolidated financial position.





DELUXE CORPORATION
SUMMARIZED QUARTERLY FINANCIAL DATA (Unaudited)


SUMMARIZED QUARTERLY FINANCIAL DATA (Unaudited)
(in thousands, except per share amounts)
 2017 Quarter Ended 2019 Quarter Ended
 March 31 June 30 September 30 December 31
(in thousands, except per share amounts) March 31 June 30 September 30 December 31
Total revenue $487,766
 $485,232
 $497,669
 $494,889
 $499,065
 $493,986
 $493,593
 $522,071
Gross profit 308,606
 306,018
 304,752
 304,090
 299,442
 291,458
 289,870
 315,010
Net income 57,066
 59,579
 28,801
 84,709
Earnings per share:        
Net income (loss) 41,190
 32,582
 (318,493) 44,824
Earnings (loss) per share:        
Basic 1.17
 1.23
 0.60
 1.76
 0.93
 0.75
 (7.49) 1.06
Diluted 1.16
 1.22
 0.59
 1.75
 0.93
 0.75
 (7.49) 1.06
Cash dividends per share 0.30
 0.30
 0.30
 0.30
 0.30
 0.30
 0.30
 0.30
                
         2018 Quarter Ended
 2016 Quarter Ended
�� March 31 June 30 September 30 December 31
(in thousands, except per share amounts) March 31 June 30 September 30 December 31
Total revenue $459,298
 $450,642
 $458,920
 $480,202
 $491,914
 $488,244
 $493,190
 $524,677
Gross profit 294,993
 290,810
 292,650
 303,368
 303,156
 298,043
 295,556
 309,522
Net income 58,102
 58,389
 58,663
 54,228
Earnings per share:        
Net income (loss) 63,336
 60,207
 (31,083) 57,170
Earnings (loss) per share:        
Basic 1.18
 1.19
 1.20
 1.11
 1.32
 1.26
 (0.67) 1.25
Diluted 1.18
 1.18
 1.19
 1.11
 1.31
 1.25
 (0.67) 1.25
Cash dividends per share 0.30
 0.30
 0.30
 0.30
 0.30
 0.30
 0.30
 0.30



Significant items affecting the comparability of our quarterly results were as follows:
 2019 Quarter Ended
(in thousands) March 31 June 30 September 30 December 31
Asset impairment charges $
 $
 $390,980
 $
Restructuring and integration expense 6,283
 17,497
 27,674
 23,356
Certain legal-related expense 412
 6,005
 
 3
CEO transition costs 5,488
 1,906
 1,145
 851
Discrete income tax expense (benefit)(1)
 926
 1,194
 62,854
 (298)
         
  2018 Quarter Ended
(in thousands) March 31 June 30 September 30 December 31
Asset impairment charges $2,149
 $
 $99,170
 $
Restructuring and integration expense 2,322
 6,371
 5,104
 7,406
Gain on sales of businesses and customer lists 7,228
 3,862
 1,765
 2,786
Certain legal-related expense 297
 631
 1,805
 7,769
CEO transition costs 
 1,530
 2,622
 3,058
Impact of the Tax Cuts and Jobs Act (310) 441
 (1,249) (582)
Other discrete income tax (benefit) expense(1)
 (579) (1,167) 15,634
 (1,987)

First quarter 2017 – net pre-tax gains of $6,779 from sales of businesses, a pre-taxasset impairment charge of $5,296 related to assets held for sale and a reduction of $3,664 in income tax expense for discrete items, primarily the tax effects of share-based compensation and the impact of the asset impairment charge which reduced the book basis of the assets relative to our tax basis in the stock of the small business distributor held for sale.
Second quarter 2017 – a pre-tax asset impairment charge of $2,954 related to assets held for sale, net pre-tax restructuring charges of $1,457 related to our cost reduction initiatives and a reduction of $1,276 in income tax expense for discrete items, primarily the impact of the asset impairment charge, which reduced the book basis of the assets relative to our tax basis in the stock of the small business distributor sold during the quarter, as well as tax effects of share-based compensation.
Third quarter 2017 – asset impairment charges of $46,630 related to goodwill, a trade name intangible asset and other long-lived assets, net pre-tax gains of $1,924 from sales of businesses, net pre-tax restructuring charges of $1,242 related to our cost reduction initiatives and an increase in income tax expense for discrete items of $4,555, primarily the non-deductible portion of the goodwill impairment charge.
Fourth quarter 2017 – net pre-tax restructuring charges of $5,438 related to our cost reduction and integration initiatives, a reduction of $20,500 in income tax expense resulting from federal tax reform under the Tax Cuts and Jobs Act of 2017, and a reduction of $1,843 in income tax expense for other discrete items, primarily the tax effects of stock-based compensation.

Second quarter 2016 – net pre-tax restructuring charges of $1,217 related to our cost reduction initiatives and a reduction of $1,513 in income tax expense for discrete items, primarily the tax effects of share-based compensation.
(1) Relates primarily to the tax effects of share-based compensation and the non-deductible portion of goodwill impairment charges in the third quarter of each year.
Third quarter 2016 net pre-tax restructuring charges of $2,058 related to our cost reduction initiatives.
Fourth quarter 2016 pre-tax loss on early extinguishment of debt of $7,858, net pre-tax restructuring charges of $3,628 related to our cost reduction initiatives and a reduction of $2,854 in income tax expense for discrete items, primarily the tax effects of share-based compensation.


Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.


Item 9A. Controls and Procedures.
ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures – As of the end of the period covered by this report, December 31, 20172019 (the Evaluation Date)"Evaluation Date"), we carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)"Exchange Act")). Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in applicable rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting identified in connection with our evaluation during the quarter ended December 31, 20172019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management's Report on Internal Control over Financial ReportingManagement of Deluxe CorporationOur management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States.U.S.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

ManagementOur management assessed the effectiveness of our internal control over financial reporting as of December 31, 20172019. In making this assessment, itwe used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). Based on this assessment, we have concluded that, as of December 31, 20172019, our internal control over financial reporting was effective based on those criteria. The attestation report on our internal control over financial reporting issued by PricewaterhouseCoopers LLP appears in Item 8 of this report.


Item 9B. Other Information.
ITEM 9B. OTHER INFORMATION

None.


PART III

Except where otherwise noted, the information required by Items 10 through 14 is incorporated by reference from our definitive proxy statement, to be filed with the Securities and Exchange Commission within 120 days of our fiscal year-end, with the exception of the executive officers section of Item 10, which is included in Part I, Item 1 of this report.


Item 10. Directors, Executive Officers and Corporate Governance.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

See Part I, Item 1 of this report “Executive Officers of the Registrant.“Information About Our Executive Officers.” The sections of the proxy statement entitled “Item 1: Election of Directors,” “Board Structure and Governance-Audit Committee Financial Expertise; Complaint-Handling Procedures,” “Board Structure and Governance-Meetings of the Board of Directors-AuditGovernance-Committee Membership and Responsibilities-Audit Committee,” “Stock Ownership and Reporting-SectionReporting-Delinquent Section 16(a) Beneficial Ownership Reporting Compliance”Reports” and “Board Structure and Governance-Code of Ethics and Business Conduct”Ethics” are incorporated by reference into this report.

The full text of our Code of Ethics and Business EthicsConduct is posted on our investor relations website, Deluxe.com/investor, under the “Investor Relations-Corporate Governance” caption. We intend to satisfy the disclosure requirement under Item 5.05


of Form 8-K regarding an amendment to, or waiver from, a provision of the Code of Ethics and Business EthicsConduct that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions by posting such information on our website at the address and location specified above.




Item 11. Executive Compensation.
ITEM 11. EXECUTIVE COMPENSATION

The sections of the proxy statement entitled “Executive Compensation-Compensation Committee Report,” “Executive Compensation,” and “Board Structure and Governance-Non-Employee Director Compensation” and “Board Structure and Governance-Compensation Committee Interlocks and Insider Participation” are incorporated by reference into this report.


Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOKHOLDER MATTERS

The section of the proxy statement entitled “Stock Ownership and Reporting-Security Ownership of Certain Beneficial Owners and Management” is incorporated by reference into this report.

The following table provides information concerning all of our equity compensation plans as of December 31, 20172019:

Equity Compensation Plan Information
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)  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) 
 2,263,602
(1) 
$53.92
(1) 
7,498,216
(2) 
Equity compensation plans not approved by shareholders 
 
 
  
 
 
 
Total 1,501,902
 $56.51
 9,929,159
  2,263,602
 $53.92
 7,498,216
 

(1) Includes awards granted under our 2017 Long-Term Incentive Plan and our previous stock incentive plans. The number of securities to be issued upon exercise of outstanding options, warrants and rights includes outstanding stock options of 1,138,739,1,347,152, restricted stock unit awards of 108,523663,956 and 254,640252,494 shares subject to outstanding performance share awards. The number of performance shares reflects the target amount for awards outstanding as of December 31, 2017.2019. The actual number of shares issued under our performance share awards will range between 0% and 200% of the target amount based on our performance relative to the applicable performance goals as determined by our Compensation Committee following the end of the performance period. The performance share and restricted stock unit awards are not included in the weighted-average exercise price of outstanding options, warrants and rights because they require no consideration upon vesting.

(2) Includes 3,529,2603,410,935 shares reserved for issuance under our Amended and Restated 2000 Employee Stock Purchase Plan and 6,399,8994,078,281 shares available for issuance under our 2017 Long-Term Incentive Plan. Under the 2017 Long-Term Incentive Plan, full value awards such as restricted stock, restricted stock units and share-based performance awards reduce the number of shares available for issuance by a factor of 2.23, or if such an award were forfeited or terminated without delivery of the shares, the number of shares that again become eligible for issuance would be multiplied by a factor of 2.23.


Item 13. Certain Relationships and Related Transactions, and Director Independence.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The sections of the proxy entitled “Board Structure and Governance-Board Oversight and Director Independence” and “Board Structure and Governance-Related Party Transaction PolicyGovernance-Policies and Procedures”Procedures with Respect to Related Person Transactions” are incorporated by reference into this report.


Item 14.Principal Accountant Fees and Services.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The sections of the proxy statement entitled “Fiscal Year 2017 Audit and“Item 4: Ratification of the Appointment of Independent Registered Public Accounting Firm-Fees Paid to Independent Registered Public Accounting Firm” and “Fiscal Year 2017 Audit and “Item 4: Ratification of the Appointment of


Independent Registered Public Accounting Firm-Policy on Audit Committee Pre-Approval of Accounting Firm Fees and Services” are incorporated by reference into this report.





PART IV

Item 15.  Exhibits and Financial Statement Schedules.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements and Schedules

The financial statements are set forth under Item 8 of the Annual Report on Form 10-K. Financial statement schedules have been omitted since they are either not required or are not applicable, or the required information is shown in the consolidated financial statements or notes.

(b) Exhibit Listing

The following exhibits are filed as part of or are incorporated into this report by reference:
Exhibit Number DescriptionMethod of Filing
3.1 
 
*
3.2 
 
*
4.1 
 
*
10.14.2 *
10.210.1 *
10.310.2 *
10.410.3 *
10.510.4 *
10.610.5 
10.6 
10.7 *
10.8*
10.9*




Exhibit Number *Description
10.1410.8 
Filed
herewith
10.15*
10.16
Filed
herewith
10.17*
10.18
10.9 
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17 
Filed
herewith
10.20
10.18 
10.2110.19
10.20 
Filed
herewith
10.2210.21 
10.22 




Exhibit NumberDescriptionMethod of Filing
10.27*
10.28 
10.29 *

21.1 
Filed
herewith
23.1 
Filed
herewith
24.1
Filed
herewith
31.1 
Filed
herewith
 
31.2 
 
Filed
herewith
32.1 
Furnished
herewith
101101.INS XBRL Instance Document – the instance document does not appear in the 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 forData File because its XBRL tags are embedded within 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 StatementsInline XBRL document
101.SCH 
FiledXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document


herewith
Exhibit NumberDescription
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover page interactive data file (formatted as Inline XBRL and contained in Exhibit 101)
___________________
* Incorporated by reference
** Denotes compensatory plan or management contract


Note to recipients of Form 10-K: Copies of exhibits will be furnished upon written request and payment of reasonable expenses in furnishing such copies.


Item 16.  Form 10-K Summary.
ITEM 16. FORM 10-K SUMMARY

We have elected not to include an optional Form 10-K Summary.




SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 
 DELUXE CORPORATION
Date: February 23, 201821, 2020By: /s/ Lee Schram/s/ Barry C. McCarthy
 Lee Schram,Barry C. McCarthy, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 23, 2018.21, 2020.
SignatureTitle
  
By: /s/ Lee Schram/s/ Barry C. McCarthyPresident and Chief Executive Officer
Lee SchramBarry C. McCarthy(Principal Executive Officer)
  
By: /s//s/ Keith A. BushSenior Vice President, Chief Financial Officer
Keith A. Bush(Principal Financial Officer and Officer)
/s/ Ronald Van HouwelingenVice President, Corporate Controller
Ronald Van Houwelingen(Principal Accounting Officer)
  
*/s/ Ronald C. Baldwin 
Ronald C. BaldwinDirector
  
*/s/ William C. Cobb
William C. CobbDirector
/s/ Cheryl Mayberry McKissack
Cheryl Mayberry McKissackDirector
/s/ Don J. McGrath 
Don J. McGrathDirector
  
*
Cheryl Mayberry McKissackDirector
*/s/ Neil J. Metviner 
Neil J. MetvinerDirector
  
*/s/ Stephen P. Nachtsheim 
Stephen P. NachtsheimDirector
  
*/s/ Thomas J. Reddin 
Thomas J. ReddinDirector
  
*/s/ Martyn R. Redgrave 
Martyn R. RedgraveDirector
  
*/s/ John L. Stauch 
John L. StauchDirector
  
*/s/ Victoria A. Treyger 
Victoria A. TreygerDirector
  
* By: /s/ Lee Schram
Lee Schram, Attorney-in-Fact

101102