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, 20172023

Commission file number: 1-7945

deluxelogo2020a.jpg 

DELUXE CORPORATION
(Exact name of registrant as specified in its charter)
MN41-0216800
Minnesota
(State or other jurisdiction of incorporation or organization)
41-0216800
(I.R.S. Employer Identification No.)
3680 Victoria St. N., Shoreview, Minnesota
801 S. Marquette Ave.
MinneapolisMN55402-2807
(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 classTrading 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 FilerAccelerated Filer
Non-accelerated FilerSmaller Reporting Company
Large accelerated filer [X]Emerging Growth CompanyAccelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)Smaller reporting company [ ]
Emerging 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. [ ]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
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$753,760,362 based on the last sales price of the registrant's common stock on the New York Stock Exchange on June 30, 2017.2023. The number of outstanding shares of the registrant's common stock as of February 13, 20188, 2024 was 47,923,566.

43,850,076.
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, 20172023

TABLE OF CONTENTS

Item
ItemPage

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PART I

Item 1. Business.

Deluxe Corporation was founded in 1915 and was incorporatedPlease note that this Annual Report on Form 10-K contains statements that may constitute “forward-looking statements” under the lawsPrivate Securities Litigation Reform Act of 1995 (the "Reform Act"). Forward-looking statements include information concerning future strategic objectives, business prospects, anticipated savings, financial results (including earnings, liquidity, cash flow and capital expenditures), industry or market conditions, demand for our products and services, acquisitions and divestitures, anticipated results of litigation, regulatory developments or general economic conditions. Because actual results may differ materially from those expressed or implied by these forward-looking statements, we caution readers not to place undue reliance on these statements. Our business, financial condition, cash flows and operating results are influenced by many factors, which are often beyond our control, that can cause actual results to differ from those expressed or implied by the forward-looking statements. Part I, Item 1A of this report outlines known material risks and important information to consider when evaluating our forward-looking statements. The Reform Act provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information. 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 ("SEC"), in our press releases, investor presentations and in oral statements made by our representatives, they indicate forward-looking statements within the meaning of the StateReform Act. Readers are cautioned that all forward-looking statements are based on current expectations and estimates and apply only as 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.the date of this report. We assume no obligation to update this information.

COMPANY OVERVIEW

ITEM 1. BUSINESS
Over 100
COMPANY OVERVIEW

More than 105 years ago, Deluxe Corporation began providing payment solutions. Our longevity is a testament to our innovation, and our ability to evolve with our customers. Overcustomers, and the past several years, wetrust they place in us. We have transformed from being primarilyto a check printingmodern payments and data company to providing a diverse selectionthat champions business so communities thrive. We support millions of products and services. Our vision is to be the best at helping small businesses, andthousands of financial institutions grow and we have become a trusted partner to small businesses and an integral parthundreds of the financial services industry.world's largest consumer brands. We provide a selection of customer life cycle management solutions that helpsell our customers acquire and engage their customers across multiple channels. To promote and sell a wide range of products and services primarily in North America, and we use printedoperate 4 business segments that are generally organized by product type. These segments provide the following products 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. Overservices:

Business SegmentCategoryPercentage of 2023 consolidated revenueDescription
PaymentsMerchant services and other payment solutions20.5 %Merchant in-store, online and mobile payment solutions; payables as a service, including eChecks, Medical Payment Exchange and Deluxe Payment Exchange; and payroll and human resources services
Treasury management solutions11.0 %Automated receivables technology, including remittance and lockbox processing, remote deposit capture and cash application, as well as payment acceptance solutions
Total31.5%
Data SolutionsData-driven marketing solutions8.8 %Solutions for marketing business-to-business and business-to-consumer
Web and hosted solutions2.1 %Web-based solutions, including financial institution profitability reporting and business incorporation services, and our former web hosting and logo design businesses that were fully divested in June 2023
Total10.9%
Promotional SolutionsMarketing and promotional solutions12.7 %Business forms and accessories, including envelopes, labels, stationery and more
Forms and other products12.0 %Advertising specialties, promotional apparel and print services
Total24.7%
ChecksChecks32.9%Printed business and personal checks

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During the past 24 months, our Small Business Services segment has provided products and services2 years, we made strategic decisions 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.

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%exit certain of our Small Business Services segment's revenue, 43% ofbusinesses. During 2022, we sold 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,Data Solutions Australian web hosting business, as well as variousour Promotional Solutions strategic sourcing and retail packaging businesses. During 2023, we sold our North American web hosting and logo design businesses, completing our exit from the web hosting space. Also during 2023, we executed agreements to exit our Payments payroll and human resources services business by allowing for the conversion of our U.S. and Canadian customers to other service offerings. providers. We expect these conversions will be completed during 2024.

During the first quarter of 2024, we realigned our organizational structure to better reflect our portfolio mix and offerings, and we updated our reportable segments to correspond with these changes. We did not operate under the new segment structure during 2023, and we continued to allocate resources and assess performance based on our current reportable segment structure.

Our marketing products include digital printingrealigned reportable segments for the quarter ending March 31, 2024 are as follows:

Merchant Services – This segment includes the electronic credit and web-to-print solutions such as business cards, print marketing, promotional goodsdebit card authorization and apparel. Our webpayment systems and processing services offerings include logo design; hosting, domain namethat we provide primarily to small and web design services; search engine optimization;medium-sized retail 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 Servicesservice businesses.

B2B Payments – This segment also offers a selection of financial technology ("FinTech") solutions. These solutions include data-driven marketing solutions, including outsourced marketing campaign targeting and execution;includes treasury management solutions, including accounts receivableremittance and lockbox processing, remote deposit capture, automated receivables management, payment 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 Checks segments include deposit tickets and check registers.

Accessories 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.

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%




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 segments appears under the caption “Note 16: Business segment information” of the Notes to Consolidated Financial Statements appearing in Item 8 of this report.

Small Business Services

Small Business Services operates under various brands, including Deluxe®, Safeguard®, PsPrint®, Hostopia®, Aplus.net®, VerticalResponse®,Digital Pacific®, Inkhead®, PAYweb® and Payce®, among others. This is our largest segment in terms of 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,cash application, as well as partnersautomated payables management, including Medical Payment Exchange and channels that support small businesses, by providing personalized products and services that help them operate and market their businesses.Deluxe Payment Exchange.

Data Solutions This segment sells productsincludes data-driven marketing solutions, financial institution profitability reporting and services to small businesses in North America, Australiabusiness incorporation services.

Print – This segment includes printed personal and portions of South Americabusiness checks, printed business forms, business accessories and Europe.promotional products.

Small Business Services' products are distributed through multiple channels. Our primary 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 in the United States, Canada and Australia.
OUR STRATEGY

Our Small Business Services strategies are as follows:

Effectively acquireenterprise strategy is simple: to utilize the cash flows, customer relationships and retain customers by optimizing each ofbrand equity from our sales channels;
Expand sales of higherprint businesses to drive profitable organic growth and recurring MOS offerings;
Increase our share of the amount small businesses spend on the types of products and services in our portfolio through increased brand awareness, channel coverage, and improved customer acquisition; and
Continue to optimize our cost and expense structure.

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 focusother businesses. We are implementing this strategy with strong execution in 3 core 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 sales 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 strengthen1.    cross-selling across our portfolio of products and services through acquisitions, partnershipsvia our One Deluxe go-to-market model,
2.    operational efficiency, and internal development. In recent years,
3.    a disciplined capital allocation framework.

The actions we have acquiredtaken since we began our transformation in 2019 allowed us to pivot from a numberlegacy check printer into a modern payments and data company. We divested non-strategic businesses, and the remainder of businessesour business experienced its third consecutive year of growth in 2023, with profits growing faster than revenue. Our largest cash generator, Checks, is outperforming the market, while holding margins steady in the mid-40% range.

Having laid this groundwork, we have confidence in our ability to deliver greater shareholder return through our focus on growth in payments and data. We recently announced our North Star program, the goal of which is to further drive shareholder value by (1) expanding our earnings before interest, taxes, depreciation and amortization ("EBITDA") growth trajectory, (2) driving increased cash flow, (3) paying down debt, and (4) improving our leverage ratio. North Star is an integrated, multi-year plan that is a mix of cost reduction and growth initiatives, with the mix skewing toward cost reductions. On the cost side, much of the work is an evolution of our organizational design and ongoing infrastructure and operations transformation. We have expandedalready completed our MOS offerings, including technology-based solutionsinitial organizational redesign, combining like-for-like roles, reducing layers and expanding spans of control. As we begin 2024, we are using technology and process automation to digitize and streamline our processes, and we are continuing to drive scale in our operations by consolidating many of our back-office functions, improving our marketing and sales capabilities, and leveraging the global labor market. On the revenue side, we are focused on priorities such as webbuilding our integrated software channel in merchant services, payroll services, web-to-print capabilities, internet marketing servicesexpanding our data business to serve additional industry verticals, and eChecks. Sales of these higher growth products and services are expected to represent an increasing portionevaluating pricing opportunities. All of our revenue. Additional information concerning our acquisitions appears under the caption “Note 5: Acquisitions” of the Notes to


Consolidated Financial Statements appearing in 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 product and service areas, we incorporate leading new techniques when theyNorth Star investments must meet our fundamental need for scale, performance, flexibilityinternal hurdle rate and security. generate a higher return than other uses of capital, such as paying down debt. The overall North Star program targets a $100 million run-rate improvement in free cash flow and an $80 million run-rate improvement in adjusted EBITDA by 2026. North Star is a critical next step to accelerate our shift into a profitable modern payments and data company.

SALES AND MARKETING

We also monitor feedback fromemploy a "One Deluxe" go-to-market model, deploying dedicated sales teams across our customer channelsbusiness segments to ensure we are offeringleverage the expertise within each segment to meet our customers' needs. We listen to our customers and their needs first. Then we bring the best of Deluxe to solve their problems. This results in deeper customer relationships, and we move
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from being a transactional vendor to a trusted partner. Then, as the relationship deepens, we uncover even more opportunities for future growth, giving us the opportunity to sell additional products and featuresservices. Our business segments help each other deliver greater value for our customers, want.enabling our customers to build their businesses on our platforms for the long-term.

We continue our efforts within Small Business Servicesemploy a multi-channel sales and marketing approach, selling directly 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.major global brands. 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:

Deluxe Marketing Solutions – a variety of direct marketing solutions that help financial institutions acquire new customers, deepen existing customer relationships and retain customers. These offerings leverage data and analytics to help our clients execute marketing campaigns for deposit and lending products across multiple contact channels, including direct mail, email, online and other digital media. These offerings were augmented by the December 2016 acquisition of FMCG, a provider of data-driven marketing solutions for financial institutions, and the October 2015 acquisition of Datamyx®, a software-as-a-service data and analytics platform focused on marketing programs for lending products.


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 Dashboard® – online financial management tools that provide financial institutions with comprehensive daily insights into their financial picture.
Provent® – a comprehensive suite of identity protection services largely complementary to our check offerings.

We continue to advance our MOS offerings both via acquisitions and internal development. In recent years, we have acquired a number of businesses that have expanded our MOS offerings, including data 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” of the Notes to Consolidated Financial Statements appearing in Item 8 of this report. We expect that providing a growing selection of products 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 loyalty in the financial services market beyond check-related solutions.

Financial Services continues to simplify processes, eliminate complexity and lower costs. During 2017, we closed administrative 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. The operations of these facilities were integrated into existing Financial Services operations.

Direct Checks

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®, 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 marketsell our products and services through targeted advertising, focusingscalable partnerships, enabling us to cost-effectively reach customers, specifically leveraging our financial institution and other strategic partnerships. In addition, millions of in-bound customer contacts buying or reordering our products and services provide extensive cross-sell opportunities.

OUR BUSINESSES

Payments merchant services

We provide a full range of payment processing services primarily to small and medium-sized retail and service businesses, including nonprofit organizations. These services include credit card, debit card and electronic benefit transaction processing; check guarantee and conversion; and point-of-sale (“POS”) equipment leasing. The majority of merchant services revenue is generated by services priced as a percentage of transaction value or a specified fee per transaction, depending on the internet channel.payment type or the market. We distribute our services through multiple sales channels, processing approximately $40 billion in annual transaction volume. Payments are processed using a variety of methods, including in-person and online, and via recurring payments.

This market continues to expand and evolve, with digital payment vehicles and transaction volumes growing around the world. The industry is continuously changing, highly innovative, and increasingly subject to regulatory scrutiny and oversight. The challenge is to continually modernize our technology to support new service offerings and to identify new revenue streams, as well as to invest in digital technologies to more rapidly address evolving customer preferences. Competition in the merchant services industry is intense. We are competing against numerous financial technology ("Fintech") companies, including independent payment processors and credit card processing firms, as well as financial institution in-house capabilities.

Volume is key to remaining cost-competitive, as it allows us to drive scale in our operations, and breadth of services is critical to staying relevant to customers. We believe our competitive advantages are our people, our infrastructure and our relationships. Many of our employees are experts in the industry and have been with the company for many years. Additionally, we own the majority of our technology rather than leasing it, specifically our gateways, merchant onboarding, risk management, clearing and settlement technologies. This allows us to launch new products and services faster and to have scalability in our cost structure.

Going forward, our focus in this business is to gain share by offering more omnichannel and embedded services to our merchants and growing our integrated software partnerships.

Payments treasury management solutions

We help businesses pay and get paid. Our solutions reconcile and manage our customers' invoices with all types and channels of payments, including paper and digital payments. Our software and workflow tools automatically reconcile millions of payments, and we seamlessly integrate those payments with our customers' accounting software. After years of solving the complexity of lockbox processes, our software and workflow tools are embedded within our customers' systems, and more than 70% of the top 200 financial institutions use our item processing capabilities. We expect that delivering a comprehensive platform to address customer needs in the order-to-cash cycle will generate growth in this business. This includes services such as exception processing, cash application and collections. With the expansion of additional features and functionalities, we expect to drive meaningful value for our customers. Over time, we expect to move from our traditional service set focused on item processing, such as lockbox and remote deposit capture, to services focused on accounts receivable and accounts payable automation through software solutions.

Our competition in this industry is primarily large, diversified software and service companies and independent suppliers of software products. Existing and potential financial institution clients may also develop and use their own in-house systems. We believe our competitive advantages are our expertise, strong relationships and innovative solutions, and we estimate that a sizeable portion of the potential market remains untapped.

Going forward, our focus in this business is continued expansion of our integrated receivables and exception management tools, gaining efficiencies in our item processing businesses, and expanding revenue from our investments in accounts receivable and accounts payable solutions.

5


Data Solutions data-driven marketing

We leverage data and analytics to help our clients acquire more customers through end-to-end targeted marketing campaigns. Our ability to target consumer and business audiences means that marketing recipients are less likely to skip the ad in their inbox or throw away a mailed product offer, and that translates into material growth for our clients.

We believe that few of our marketing competitors truly serve our core market well, and our competitive advantages are our data and top-level talent. We have one of the industry’s largest repositories of data, with nearly 100 contributing sources, including credit bureaus, leading property data aggregators, and behavioral and trigger-based data providers. We then integrate these data sets into a unified data library. Our investment in a flexible, modern, cloud-based infrastructure has allowed us to do this at a pace that was previously not possible. Our people transform this data into actionable marketing audiences for our clients. We recruit from top schools and train our professionals to utilize advanced analytics to deliver fully integrated marketing campaigns.

Going forward, we believe there is significant opportunity for growth in this business. Marketers are under pressure to further leverage their investments by demonstrating measurability through scientific, data-driven marketing. The banking industry is currently our largest customer segment, given the respected Deluxe brand and our historical relationships with financial institutions. However, we are increasing efforts to win in verticals outside the traditional banking space to complement our recent wins in the telco, utilities, e-commerce, retail and smart home industries.

Promotional Solutions and Checks

We print business and consumer checks that we distribute through banks and direct channels. Although check usage has been declining since the 1990s, checks remain a payment necessity for millions of consumers and businesses. According to our research, checks remain the most common payment method for non-payroll payments for mid-sized businesses (i.e., those with annual revenue between $5 million and $500 million). We meet that market need by shipping over 90,000 packages of checks every day. Checks are complemented by our promotional products business. This business has sales and operating synergies with checks, providing items such as forms, envelopes and deposit tickets, which are often printed on the same equipment. We also support our print customers by selling relationship-deepening products, such as branding solutions and marketing materials. The experienced talent, client-focused approach, strong foundation of credibility, brand reputation and durable cash flows within our print businesses support our strategy of growth in payments and data.

Our check business faces significant competition from another large check printer in our traditional financial institution sales channel, direct mail and internet-based sellers of personal and business checks, check printing software vendors, and certain significant retailers. Pricing 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. The market for business forms and certain business accessories has also been declining for several years, as continual technological improvements have provided businesses with alternative means to execute and record business transactions. Greater acceptance of electronic signatures has also contributed to the overall decline in printed products. The markets for business forms and promotional products are highly competitive and fragmented. Current and potential competitors include traditional storefront printing companies, office superstores, wholesale printers, online printing companies, small business product resellers, and providers of custom apparel and gifts.

We believe that our competitive advantages are our people, product accuracy, security features, quality and service, long-standing financial institution relationships, and digital print-on-demand technology that allows us to implement new customer requirements faster and expand our premium check and overall print design options.

Going forward, we will continue to explore avenuesinvest in print efficiencies and process improvements to expand sales to existing customers through sales of accessoriesmaintain margins, and other check-relatedwe will prioritize higher margin promotional 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 alteredthat complement 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.


OUR OPERATIONS
MANUFACTURING AND FULFILLMENT/SUSTAINABLE PRACTICES

We continue to focus on improving the customer experience by providing excellent service and quality, while increasing our productivity and reducing costs and increasing productivity.our costs. We accomplishdo this by embedding lean operating principles in allinto our 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 qualityimprovement and productivity, as well as lower costs.

innovation. 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 haveutilize a shared services approach, which allows our 3 business segmentsbusinesses to leverage shared manufacturing facilities, to optimize capacity utilization and to enhance operational excellenceexcellence. Objectives for our operations include focusing on process efficiency by reengineering our ways of working, using intelligent automation and foster a cultureother tools, and continuing to build better tools to enable us to more effectively target potential customers with our sales and marketing efforts.

One example of continuous improvement.putting these objectives into action is the investment we made in our print infrastructure over the past 2 years. We implemented equipment that enables what the industry refers to as “Print On Demand,” which allows us to continue to reduce costs by utilizing our assetsoffer customers the same choices, with less waste, labor and printing technologies more efficiently and by enabling employees to better leverage their capabilities and talents.


INDUSTRY OVERVIEW

Checks

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.inventory. 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 impactbuilds on our personal check businesses. An increasestrong position 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 to data published by the United States Census Bureau, there were approximately 31 million small businesses in the United States in 2015, defined as independent businesses having fewer than 500 employees. According to data published


by Statistics Canada, there were approximately 4 million small businesses in Canada in 2016, defined as employer businesses with fewer than 100 employees.

In recent years, we believe the economy negatively impacted our operating results and/or our growth opportunities in our Small Business Services segment. We believe 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 businesses may choose to spend their limited funds on items other than our products and services. In addition, 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 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. We also cannot predict whether economic trends will improve, stay the same or worsen in the near future.

Sales of business checks and forms have been declining, and we expect this trend to continue. In addition to 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, 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.
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 portionspace, allowing us to manage our margins and to redirect cost savings into our payments and data businesses. Maximizing our
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technology is also key to executing our strategy. We are responsibly expanding our technology investment in our growth businesses by creating a digital-first platform that is cloud-based, data driven and built with scalable components. This enables growth by allowing us to build and commercialize our products more rapidly. We are also replacing legacy systems and processes with digital solutions. This optimizes margins by reducing labor and system costs, while also improving employee and customer experiences. The mission of our operations is to focus on efficiency first, but always in service of our customers and business partners.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRACTICES

We have implemented a stakeholder-focused environmental, social and governance ("ESG") program to meet the payments industry.needs and expectations of regulators, customers, shareholders and employees. We devote significant resources to addressing ESG throughout the company, including responsible process improvement efforts, enhancing our commitments to diversity, equity, inclusion and belonging (“DEIB”) through our DEIB Council and employee resource groups, promoting community awareness, giving back through our volunteer time off program, and continually improving our cybersecurity and privacy processes and controls to keep our data safe. We measure our ESG goals and impacts through yearly strategic assessments that keep us accountable and inform our annual and multi-year ESG strategies.

Financial institutions seekSustainability is also embedded into our operational model. We take sustainability seriously and focus on the following areas:

Energy – We implemented several energy-saving measures during the construction of our hub facilities in Atlanta and Minneapolis, including installing LED lighting, utilizing daylight harvesting strategies and optimized HVAC systems, and selecting materials that reduce carbon input and increase recycled content.

Waste– We are focused on understanding the waste stream in our facilities, with the goal of reducing the amount of waste we generate and recycling as much of our waste stream as is practical. For example, we have moved from volume inventories of custom inks to maintain the profits they have historically generatedutilizing onsite mixing systems, which has reduced waste stream processing, with an added benefit of better response times for customers.

Materials – Over 90% of our check and forms paper is purchased from their check programs, despite the decline in check usage. This continues to put significant pricing pressure on check printers.Forest Stewardship Council-certified supplier mills. In addition, the numberour vinyl checkbook covers are produced using a minimum of potential financial institution clients45% post-industrial recycled material. We also employ recycling efforts that allow us to divert more of our waste out of landfills by being diligent in the United States is declining. According to statistics currently available online fromsegregation of our waste streams.

Carbon – We continually review our business operations, including the Federal Deposit Insurance Corporationmaterials we use, how we manage our facilities and the Credit Union National Association,role we play in communities, to ensure our growth includes sustainable practices.

Protecting 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 supply contracts. This results in check 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 financial institution in the merger/acquisition. Financial institution mergers and acquisitions can also impact the duration of our contracts. Normally, the length of our supply contracts with financial institutions ranges from 3 to 6 years. However, contracts may be renegotiated or bought out mid-term due to a consolidation of financial institutions. Banks, especially larger ones, may request prepaid product discounts in the form of cash incentives payable at the beginning of a contract. These contract acquisition payments negatively impact check producers' cash flows at the beginning of these contracts. To the extent financial institution failures and consolidations impact large portions of our customer base, this could have a significant impact on our financial institution check programs.

Direct Mail Response Rates

Direct Checks and portions of Small Business Services have, at times, experienced declines in response rates related to direct mail promotional materials. While we believe that media response rates have declined across a wide variety of products 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 and the increasing use of e-commerce by both consumers and small businesses. We continually evaluate and redirect our marketing techniques in order to utilize the most effective and affordable advertising media.


Competition

Suppliers 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.

In the check printing portion of the payments industry, we face considerable 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 some retailers. We expect competition to remain intense 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 services and digital wallet applications, as well as automated teller machines. The principal factors on which we compete are product and service breadth, price, quality and check merchandising program management. We believe the key items which differentiate us from our competition include 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,environment and our Deluxe Business Advantage program, which provides a fastshared future is key to our business and simple way for financial institutions to offer expanded personalized service to small businesses. In addition, to providedelivering the products our small business customers with an online payment solution, our Small Business Services segment offers eChecks.need.

At times, check suppliers have reduced the prices of their 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.
OUR MATERIALS, SUPPLIES AND SERVICE PROVIDERS

Our Financial Services MOS offerings also face intense competition, including competition from financial institution core banking software providers, advertising agencies, providers of data and analytics marketing solutions, and numerous financial technology services 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. We expect the intensity of competition to increase from established and emerging financial technology companies. The competitive factors affecting Financial Services MOS offerings include breadth and quality of services, ease of use, price, solution completeness, responsiveness and quality of customer support, as well as the ability to manage end-to-end financial institution processes.

Seasonality

We experience seasonal trends in sales of some of our products. For example, holiday card and retail packaging sales and revenues from rewards and loyalty solutions, as well as 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 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.

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 thatIn addition, 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, as well as various other services. We also rely uponon 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 that in the event one of our vendors fails to perform, we would be able to obtain an alternative source of supply. However, we have taken steps to secure multiple sources of supply for certain of the materials and services we utilize, including those related to certain printed products in our Promotional Solutions segment. We can provide no assurance that we would be able to obtain an alternative source of supply, ifor that such supply could be obtained at current prices, in the event one or more of our service providers failedvendors fails to perform.



OUR HUMAN CAPITAL

Governmental RegulationOur most valuable asset is our employee-owners. As of December 31, 2023, we had 5,170 employees, with 4,870 employees in the United States and 300 employees in Canada. We are proud of our strong history of positive, productive employee relations. None of our employees are currently represented by labor unions.

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The foundation of our continuing success as a modern payments and data company is our ability to attract and retain diverse, exceptional and motivated talent. We accomplish this by providing a culture of inclusion, diversity, equity, development, opportunity and empowerment.

Results-Driven, Community-Focused, Collaborative Culture

We focus on creating an environment where our employees, also known as Deluxers, feel respected and valued, and where they can contribute to their full potential. To this end, a key component of our strategy is that all of our employees are granted restricted stock unit awards, making them employee-owners. Our heritage reflects deep-seated roots in community support and volunteerism, which is reflected in our purpose statement: “Champions for business so communities thrive.” Additionally, our values focus on delivering results:

Customers First
Earn Trust
Innovation
Grit and Perseverance
Power of One

To continue improving our culture and engagement, we provide employee learning and development at all levels of the organization on a variety of topics, including, leadership development, mentoring, and DEIB initiatives. We continue our focus on training and development programs and transparent communication channels through change pulse checks, employee surveys, senior leadership forums and employee resource groups.

Diversity, Equity, Inclusion and Belonging

We embrace DEIB in our workforce, customers and partners, valuing everyone's unique background, experiences, thoughts and talents. Our mission is to empower all employees to bring their full authentic selves to work and to foster an environment that reflects the diverse communities we serve. We strive to cultivate a culture and vision that supports and enhances our ability to recruit, develop and retain diverse talent at every level. We provide our customers, partners and shareholders information about our DEIB program and our activities supporting the communities we serve. In addition, we are focused on furthering our DEIB initiatives throughout our business and have, among other things, created a DEIB council that is sponsored by our Chief Human Resources Officer. This council is comprised of employees from multiple functions and business segments. Its top priorities include managing a comprehensive DEIB learning and development plan to build awareness and drive inclusive behaviors, and further developing our diversity pipeline through hiring, mentoring and coaching.

As of December 31, 2023, our total workforce was approximately 57% female and 43% male. Our team members located in the United States were comprised of approximately 50% white, 18% Black or African American, 12% Hispanic or Latino, 11% Asian American and 9% other. We continue to focus our development and DEIB programs on growing the number of female and minorities represented in leadership roles.

Under the board’s oversight and guidance, we have taken significant actions to enhance our diverse and inclusive culture, protect and train our employees, and maintain our reputation as a great place to work. We continually strive to improve the attraction, retention, and advancement of diverse employees to grow and retain talent that represents the communities in which we operate. Below are recent examples of our commitment to DEIB:

33% of our directors identify as from diverse backgrounds, including the independent chair of our board of directors, who is a woman of color.

We offer 10 employee resource groups ("ERGs"), including African American, Pacific Islander Middle Eastern Asian, disabled, Hispanic and Latino, veteran, LGBTQ+, parent and women.

In both 2022 and 2023, The Human Rights Campaign Foundation’s Corporate Equality Index recognized us as a Best Place to Work for LGBTQ+ Equality.

In 2023, for the 15th consecutive year, we were included on the honor roll for Gender Diversity in Executive Roles and Board of Directors published by Twin Cities Business.

In 2023, we were named a VETS Indexes 3 Star Employer for our commitment to recruiting, hiring and developing our veterans and military connected community.

Health, Wellness and Safety

Creating a culture where all employees feel supported and valued is paramount to our strategy, and we continue to take steps to ensure the safety of our employees and business partners. We also continue to provide a competitive benefits package focused on fostering work/life integration. Well-being in our organization is enabled by our commitment to provide resources and
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support for our employees, allowing them to deliver for customers and shareholders. We offer several programs to benefit our employees and support work environments that encourage growth, innovation and productivity. These benefits range from standard medical, dental, life and disability insurance to programs that provide additional support for our employees' mental, physical, financial and social wellbeing. We provide paid parental leave and infertility, adoption and surrogacy assistance. We partner with Care.com® to offer services for employees to find tutors, nannies, children’s daycare and eldercare, and we offer an employee assistance program that provides employees with confidential counseling. We also offer employees tuition and travel assistance, and qualified long-term employees have the opportunity to take a sabbatical. Beginning in 2023, we began offering unlimited flexible time off to our salaried employees. By enabling our employees to thrive in their personal lives, we provide tools for our employees to best deliver for customers and shareholders while at work.

Community Engagement

Our employees believe in the power of connection, of activity and of giving back to the communities we serve. Our partnerships and charitable work in the communities we serve are an integral part of our core values. This spirit of community is felt throughout our organization and is fostered by our paid volunteer time off ("VTO") program for employees, which provides 3 paid VTO days per year. It is also reflected in our partnership with the Deluxe Foundation, which enables employees to donate to not-for-profit organizations of their choosing and receive a matching donation, dollar for dollar, up to $2,000 per year. Our commitment goes beyond monetary donations. Several of our top executives serve on boards for major not-for-profit organizations and other community organizations that align with our company values of diversity, rebuilding communities and education.

We continue our commitment to enriching our communities in the following ways:

Since 1992, we have partnered with Junior Achievement USA® chapters in our local communities to inspire and prepare young people to succeed. We support Junior Achievement’s mission through foundation grants, awareness and employee volunteers.

We have partnered with the American Red Cross® for decades, organizing blood drives at our locations and hosting fundraisers and bake sales to help fund the American Red Cross mission of preventing and alleviating human suffering in the face of emergencies.

In 2023, 580 Deluxe volunteers from Minneapolis, Atlanta, Kansas City and Fort Worth packed 120,000 meals that were donated to local food shelves.

Our employees donated $221,000 to nonprofit organizations in 2023.

In 2023, our employees contributed approximately 22,000 hours to our local communities through our VTO program.

SEASONALITY

Historically, we have experienced seasonal trends with certain of our products and services. For example, Promotional Solutions holiday card revenue is typically stronger in the fourth quarter of the year due to the holiday season, while sales of Promotional Solutions tax forms are stronger in the first and fourth quarters of the year. Within our Data Solutions segment, our customers' marketing campaign cycles result in revenue fluctuations throughout the year, typically with less revenue in the fourth quarter of the year.

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, merchant processing, online payment services, real estate, e-commerce, intellectual property, health care, environmental matters, and workplace health and safety. The costcomplexity of complying with theseexisting and new laws and regulations is significant, and regulators may adopt new laws or regulations at any time.

For more specific information about the effects of government regulation on our business, see Item 1A, "Legal and Compliance Risks – Governmental regulation is continuously evolving and could limit or harm our business." We believe that our business is operated in substantial compliance with all applicable laws and regulations. Further information regarding the impact of specific laws and regulations can be found in Item 1A of this report. At this time, we are not aware of any changes in laws or regulations that will have a significant impact on our business during 2018,capital expenditures and earnings of complying 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 2018government regulations will not 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.

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, we employed 5,119 employeesmaterially different in the United States, 657 employeesupcoming year than it was in Canada and 110 employees in Australia and Europe. None of our employees are represented by labor unions, and we consider our employee relations to be good.2023.

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AVAILABILITY OF COMMISSION FILINGS
AVAILABLE INFORMATION

We make available, without charge, through our investor relations website, Deluxe.com/investor,www.investors.deluxe.com, 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.www.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 55164-0235,818095, Cleveland, Ohio 44181, or by sending an email request to investorrelations@deluxe.com.investor.relations@deluxe.com.

Further information about Deluxe Corporation is also available at Deluxe.com, facebook.com/www.deluxe.com, www.facebook.com/deluxecorp, www.linkedin.com/company/deluxe and twitter.com/deluxecorp.www.twitter.com/deluxe. The content of these websites is not incorporated by reference in this Annual Report on Form 10-K or in any other report or document we file with the SEC.


OUR CODE OF ETHICS AND CORPORATE GOVERNANCE GUIDELINES
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/investor,www.investors.deluxe.com, 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 55164-0235.818095, Cleveland, Ohio 44181. 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 and Finance, Compensation and Talent, and Corporate Governance and Finance Committees of our board of directors are available on our website, www.investors.deluxe.com, or upon written request.


INFORMATION ABOUT OUR EXECUTIVE OFFICERS


EXECUTIVE OFFICERS OF THE REGISTRANT

Our executive officers are electedappointed by the board of directors each year. The following summarizes our executive officers and their positions.
NameAgePresent PositionExecutive Officer Since
Barry McCarthy60President and Chief Executive Officer2018
William "Chip" Zint39Senior Vice President, Chief Financial Officer2022
Debra Bradford65Senior Vice President, Division President, Merchant Services2023
Garry Capers, Jr.47Senior Vice President, Chief Operations Officer2019
Jeffrey Cotter56Senior Vice President, Chief Administrative Officer and General Counsel2018
Tracey Engelhardt59Senior Vice President, Division President, Print2012
Jean Herrick55Senior Vice President, Chief Human Resources Officer2022
Yogaraj "Yogs" Jayaprakasam46Senior Vice President, Chief Technology and Digital Officer2022

Barry McCarthy joined us in November 2018 as President and Chief Executive Officer.

Chip Zintjoined us in August 2020 as Vice President of Corporate Finance and was named Senior Vice President, Chief Financial Officer in October 2022. Prior to joining us, Mr. Zint held several positions with NCR Corporation, an enterprise technology provider, most recently as Vice President of Finance and Chief Financial Officer of Hardware from January 2019 to July 2020 and Vice President, Corporate Financial Planning and Analysis from May 2017 to January 2019.

Debra Bradford joined us in June 2021 as President and Chief Financial Officer of First American Payment Systems, L.P., a position she held since March 2008. Ms. Bradford was named President, Merchant Services in July 2023.

Garry Capers, Jr. was named Chief Operations Officer in July 2023. Mr. Capers joined us in September 2019 as President, Data Solutions, and in November 2021, added the Promotional Solutions segment to his responsibilities. 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.

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NameAgePresent PositionExecutive Officer Since
Lee Schram56Chief Executive Officer2006
Pete Godich53Senior Vice President, Fulfillment2008
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 Officer2013
Amanda Brinkman38Vice President, Chief Brand and Communications Officer2014
Keith Bush47Senior Vice President, Chief Financial Officer2017

Jeffrey Cotter was named Chief Administrative Officer in January 2019. Mr. Cotter joined us in June 2018 as Senior Vice President, General Counsel.
Lee Schram
Tracey Engelhardt haswas named President, Print in July 2023. Ms. Engelhardt was named Senior Vice President, Checks in October 2019 and in May 2022, she added Chief of Operations to her responsibilities. From March 2017 to October 2019, Ms. Engelhardt served as Chief Executive Officer since joining us in May 2006.Senior Vice President, Direct-to-Consumer.

Pete GodichJean Herrick was named Senior Vice President, FulfillmentChief Human Resources Officer in March 2011.

Julie Loosbrock was named SeniorJune 2022. From January 2016 to June 2022, Ms. Herrick served as Vice President, Human ResourcesResources.

Yogs Jayaprakasam joined us in September 2008.

Malcolm McRoberts was named Senior Vice President, Small Business Services in February 2011.

John Filby was named Senior Vice President, Financial Services in April 2012.

Tracey Engelhardt was named Senior Vice President, Direct-to-Consumer in March 2017. From July 2012 to March 2017, Ms. Engelhardt servedMay 2022 as Vice-President, Direct-to-Consumer.

Michael Mathews was named Senior Vice President, Chief Information Officer in March 2017. Mr. Mathews joined us in May 2013 as Vice President, Chief InformationTechnology and Digital Officer. Prior to joining us, Mr. Mathews servedJayaprakasam held several positions with American Express Company, most recently as Senior Vice President, StrategyUnit Chief Information Officer for the Global and Enterprise ProgramsLarge Client Group and head of engineering for UnitedHealth GroupB2B Digital Payments from July 2009June 2021 to May 2013. UnitedHealth Group is a publicly traded diversified health and well-being company that provides health care coverage and benefits services and information and technology-enabled health services.

Amanda Brinkman joined us in January 20142022. Mr. Jayaprakasam also served American Express Company as Vice President, Chief BrandEnterprise Platforms for Sales, Marketing and Communications Officer. PriorData Platforms from May 2020 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 2017June 2021, and as Senior Vice President, Chief Financial Officer. PriorEnterprise Platforms for Sales and Marketing from November 2017 to joining us, Mr. Bush was self-employed as a consultantMay 2020.


ITEM 1A. RISK FACTORS

We routinely encounter and address risks, many of which could cause our future results to the airline industry from July 2016 to March 2017. From June 2009 through July 2016, Mr. Bush served as Senior Vice President, Finance for American Airlines.


Item 1A. Risk Factors.

Our business, prospects, results of operations, financial condition and cash flows could 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 known material risks.place no priority or likelihood based on these descriptions or order of presentation. 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.

The following important factors could cause
STRATEGIC RISKS

If our actual results to differ materially from the statements we make from time to time regarding our expected future results, including, butlong-term growth strategy is 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 ofsuccessful, our business and prospects upon isolated statements,financial results would be adversely impacted.

Our strategy is to utilize the cash flows, customer relationships and are encouragedbrand equity from our print businesses to usedrive profitable organic growth in our payments and data businesses. Further information about our strategy can be found under the entire mixcaption "Our Strategy" appearing in Part I, Item 1 of historical and forward-looking information made available by us, and other information affecting us and our products and services, including the following factors.



this report. 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 and plan to continue investing in several key enablers to achieve our strategies, including strengtheninglong-term objectives, and investments in our portfolio of products and services, particularly technology-based solutions; investing in acquisitions; attracting and retaining customers; scalingbusiness may fail to impact our service offerings; enhancing brand awareness and positioning; growing our major accounts and dealer networks; and improving the customer experience.financial results as anticipated. Our business strategiesstrategic plan could fall short of our expectations for many reasons, including, among others:

our failure to generate profitable revenue growth;
our failureinability to acquire new customers, retain our current customers and sell more products and services to current and new customers;
our inability to identify suitable acquisition candidates or to complete acquisitions on acceptable terms;
our failure to effectively operate, integrate or leverage the businesses we acquire;
the failure of our digital services and products to achieve widespread customer acceptance;
our inability to promote, strengthen and protect our brand;
our inability to implement additional improvements to 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 develop new products and services;
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 businesses we acquire;
the failure of new products and services to achieve widespread customer acceptance;
our inability to promote, strengthen and protect our brand;
an unexpected change in demand for checks or other products;
our failure to attract and retain skilled talent to execute our strategy and sustain our growth;
unanticipated changes in our business, 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 strategiesstrategy will be successful, either in the short-termshort term or in the long-term,long term, that theyit will generate a positive return on our investment or that theyit will not materially reduce our operatingadjusted earnings before interest, taxes, depreciation and amortization ("adjusted EBITDA") margins. Additionally, ifIf our strategies arestrategy is not successful, or if there is market perception that our strategies arestrategy is not successful, our reputation and brand may be damaged and our stock price may decline.fall.

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
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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, our Direct Checks segment and portions of our Small Business Services segment have, at times, experienced declines inmore expensive. For example, response rates related tofor direct mail promotional materials. Whileadvertising have been decreasing for some time, internet search engines could modify their algorithms or increase prices for purchased search results, or certain partner referrals could decline. Because we believe that media response rates have declined acrossoffer a wide varietydiverse portfolio of products and services, we believe that the declines we have experienced aremay also attributableface challenges in increasing customer awareness of all of our offerings. Efforts to the decline in check usage, the gradual obsolescenceexpand customer awareness of standardized formsour diverse range of products and the increasing use of e-commerce by both consumersservices may result in increased marketing expense and small businesses. In an attemptmay fail to offset these impacts, wegenerate additional revenue.

We continually evaluate and 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, when our check supply contracts expire, customers have the cost of purchased search engine listings will likely increase as demand for them continuesability 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 updateinvesting in our technology,user experience, 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.

TheWe face intense competition from other businesses, and we expect that competition will continue to increase.

Competition in the payments industry is intense. We are competing against numerous financial technology ("Fintech") companies, including independent payment processors, credit card processing firms and treasury management service providers, as well as financial institution in-house capabilities. Volume is the key to remaining cost-competitive, and breadth of services is critical to staying relevant to customers. In addition, although we are a leading check printer in the U.S., we face considerable competition in the check printing and related products portion of the payments industry is mature,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 certain significant retailers. Pricing 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.

Within our Data Solutions segment, our data-driven marketing services face competition from a wide variety of companies in the data solutions space, including advertising agencies, marketing technology firms, data aggregators and brokers, and source data providers. Adapting to new technology is declining.a key challenge in this business, along with hiring and retaining the right people.

CheckWithin our Promotional Solutions segment, the markets for business forms and promotional products are intensely competitive and highly fragmented. Current and potential competitors include traditional storefront printing companies, office superstores, wholesale printers, online printing companies, small business product resellers, and providers of custom apparel and gifts. The competitive landscape for online suppliers continues to be challenging as new businesses enter the space.

We can provide no assurance that we will be able to compete 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 customer requirements. Continued competition could result in price reductions, reduced profit margins and/or loss of customers, all of which would have an adverse effect on our results of operations and cash flows.

If we do not adapt to changes in technology in a timely and cost-effective manner, we could lose clients or have trouble attracting new clients, and our ability to grow may be limited.

Rapid, significant, and disruptive technological changes impact the markets for our products and services, including changes in payment and internet browser technologies and the use of artificial intelligence and machine learning, as well as developments in technologies supporting our regulatory and compliance obligations and in-store, digital, mobile and social commerce. 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 continued increases in the digitization of payments, could make some of our products and services less desirable, or even obsolete. Our ability to enhance our current products and services and to develop and introduce innovative products and services will significantly affect our future success. The impact is 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 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 significant investment, takes
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considerable time and ultimately, may not be successful. Any of the foregoing risks could result in harm to our business, results of operations and growth prospects.

The use of checks and business forms is declining and we may be unable to offset the decline with profitable revenue growth.

Checks continue to be a significant portion of our business. Revenue generated by the sale of checks was 43%business, accounting for 32.9% of our consolidated revenue in 2017.2023, and providing a significant amount of the cash flows we invest in our growth businesses. We sell checks for personal and small business use and believe that there will continue to be a substantial demand for thesepersonal and business checks for the foreseeable future, although the total number of checks written in the United StatesU.S. 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 2015.1990s. We believeexpect that the number of checks written will continue to decline due to the increasing usedigitization of alternative payment methods,payments, including creditdebit cards, debitcredit cards, direct deposit, wire and ACH transfers, and internet-based bill paying services,other payment solutions, such as PayPal®, Apple Pay®, Square®, Zelle®,and Venmo®, as well as automated teller machines.

cryptocurrencies. In addition, steps have been taken in the development of a real-time payments RTP® 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,run by The Clearing House Payments Company, LLC (TCH) implementedis a clearingreal-time payments system that currently reaches approximately 65% of U.S. bank accounts, and settlementthe U.S. Federal Reserve's real-time payments 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 ZelleFedNow®, Venmo®, Apple Pay® and various other mobile applications allow individuals to transfer funds to other users. In addition, cryptocurrencies have been gaining acceptancewent live in the marketplace.July 2023.

The rate and the extent to which alternative payment methodsdigital payments 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 popularityIncreased use of any of these alternative payment methods, or our inability to successfully offset the secular decline in checks with new check usage withsupply clients or other sources of revenue, would have an adverse effect on our business, cash flows and results of operations.

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

Revenue generated by the saleThe use of business forms was 11% of our consolidated revenue in 2017.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. 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-printedpreprinted business forms. Greater acceptance of electronic signatures also contributeshas contributed to the overall secular 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.

Our business depends on our strong and trusted brand, and any failure to maintain, protect and enhance our brand would hurt our business.

We face intensehave developed a strong and trusted brand that has contributed significantly to the success of our business. We believe that maintaining and promoting our brand in a cost-effective manner is critical to achieving widespread acceptance of our products and services, expanding our base of customers, and attracting and retaining top talent. We believe that the importance of brand recognition and trust is particularly essential for the success of our various 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, depends largely on the success of our marketing efforts, our ability to continue to provide useful, reliable, secure and innovative products and services, and our ability to maintain trust and be a technology leader. If we fail to successfully promote and maintain our brand or if we incur excessive expenses in all areasthis effort, our business could be materially and adversely affected. There is also the risk that adverse publicity, whether or not justified, could adversely affect our business. If our business partners or key employees are the subject of adverse news reports or negative publicity, our reputation may be tarnished and our results of operations could be adversely affected.

A component of our brand promotion strategy is building 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, 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. Our brand value also depends on our ability to protect and use our customers' data in a manner that meets expectations. The failure of our brand promotion activities to meet our expectations or the 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 harm our business and we expect thatresults of operations.

Our cost reduction initiatives may not be successful.

Intense competition and secular declines in the use of checks and business forms compels us to continually improve our operating efficiency in order to maintain or improve profitability. Cost reduction initiatives have required, and will continue to increase.

Although we are one of the leading check printers in the United States, we face considerable competition. In additionrequire, up-front expenditures related to competition from alternative payment methods, 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 some 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 servicesvarious actions, such as customerredesigning and account acquisition, fraudstreamlining processes, standardizing technology applications, further enhancing our strategic supplier sourcing arrangements, improving real estate utilization 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.

funding employee severance benefits. We can provide no assurance that we will be able to compete effectively against current andachieve 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. We can provide no assurancecost 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
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reductions as business conditions require. Failure to continue to improve our operating efficiency and to generate adequate savings to fund necessary investments could adversely affect our business if we are unable to remain competitive.

We may be ableunable to increase pricessuccessfully identify future acquisitions, integrate past and future acquisitions or realize the anticipated benefits of the transactions.

We have completed many acquisitions, including the acquisition of First American Payment Systems, L.P. in June 2021, which was the largest acquisition in our history. In addition, we have, at times, purchased the operations of small business distributors with the intention of growing revenue in our dealer channels. We have devoted significant management attention and resources to integrating the business practices and operations of our acquisitions.

The integration of any acquisition involves numerous risks, including, among others:

the inability to successfully combine the businesses in a manner that permits us to achieve the revenue synergies and cost savings anticipated, which would result in the future while remaining competitive. Continued competitionanticipated benefits of the acquisition not being realized in the anticipated timeframe or at all;
difficulties and/or delays in assimilating operations and ensuring that a strong system of information security and controls is in place;
the complexities of integrating a company with different products, services, markets and customers;
performance shortfalls due to the diversion of management's attention from other business concerns;
lost sales and customers as a result of certain customers, retail partners, financial institutions or other third parties deciding not to do business with us;
unanticipated integration costs;
complexities associated with implementing necessary controls for the acquired business activities to address our requirements as a public company;
difficulties in identifying and eliminating redundant and underperforming functions and assets;
the complexities of assimilating the acquired business into our corporate culture and management philosophies;
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 materially and adversely affect our business and financial results.

We may supplement sales-driven 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 additional financing for larger acquisitions, which would increase our debt obligations, and such financing may not be available on terms that are favorable to us. Additionally, acquisitions may result in price reductions, reduced profit margins, lossadditional contingent liabilities, 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 customersoperations and an increase in up-front cash paymentsfinancial condition.

Our inability to financial institutions upon contract executioncomplete certain divestitures or renewal, allthe effects of which woulddivesting a business could have ana material adverse effect on our business and financial results.

From time to time, we may divest businesses that do not meet our strategic objectives. For instance, we recently completed the exit from our web hosting business, and we are in the process of exiting our payroll and human resources services business. We may not be able to complete desired divestitures on favorable terms. Losses on the sales of, or lost earnings from, those businesses could negatively affect our profitability and margins. Additionally, we may incur asset impairment charges related to potential divestitures that reduce our profitability.

Our divestiture activities may also present operational risks, including the diversion of management's attention from our other businesses, difficulties separating personnel and systems, the need to provide transition services to buyers, adverse effects on existing business relationships with suppliers and customers, and indemnities and potential disputes with the buyers. Any of these factors could adversely affect our business, results of operations and cash flows.financial condition.
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OPERATIONAL RISKS

Security breaches, computer malware or other cyber attackscyberattacks 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 reputationbusiness and business.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,an increase in remote work arrangements, as well as the increased sophistication and activities of hackers, terrorists and activists, some of which may be linked to hostile nation-state actors.activists. We use internet-based channels that collect customers’ financial account and credit cardpayment information, as well as other sensitive information, including proprietary business information and personally identifiable information of our customers, employees, contractors, suppliers and business partners. WeEach year, we process hundreds of millions of records containing data related to individuals and small businesses. We also provide services that are instrumental in supporting our customers and their businesses, such as merchant services and remittance processing. Cybersecurity is one of the top risks identified by our Enterprise Risk Management Committee, as technology-based organizations such as ours are vulnerable to targeted attacks aimed at exploiting network and system weaknesses.

The secure and uninterrupted operation of our networks and systems, as well as the processing, maintenance and confidentiality of the processing and maintenance of thissensitive information that resides on our systems, is critical to our business operations and strategy. We rely on varioushave a risk-based information/cybersecurity program dedicated to protecting our data and solutions. We employ a defense-in-depth strategy, utilizing the concept of security procedures and systems to ensure the secure storage and transmission of information, including encryption and authentication technology licensed from third parties. Computer networkslayers and the internetCIA (confidential, integrity and availability) triad model. Computer systems and networks 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.information or, in some cases, the protected health information of certain individuals. Our security measures could be breached by third-party action, computer viruses, accidents, employee or contractor error, or malfeasance by rogue employees. Individuals or third parties may be able to circumvent 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.

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. We have established a vendor security program that assesses the risk of these partners, and certain of our third-party relationships are subject to security requirements as specified in written contracts. However, we cannot control the actions of our third-party providers, and any cyberattacks or security breaches they experience could adversely affect our ability to service our customers or otherwise conduct our business.

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 partiesthreat actors using social engineering techniques to obtain confidential information or using fraudulent "phishing" emails to misappropriate personal information or to introduce viruses or other malware through "trojan horse" programs to our users' computers.into the environment. To-date, these various threats and incidents 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 of a similar result in the future.that future incidents will not be material.

Although we invest in a system of information securityDespite our significant cybersecurity systems and controls,processes, a party that is able to circumventcircumvents our security measures could misappropriate our own, our customers' or our customers'partners' personal andor 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 financial results. results of operations.

In addition, if we were to experience ana 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 effecteffects 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 and process credit and debit card payments, 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 lawsuitclaim 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 which would have an adverse effect on our financial results.a business partner.

In addition, there
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There are international, federal and state laws and international lawsregulations requiring companies to notify individuals of information security breaches involving their personal data, the cost of which couldwould 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 the failure to maintain our information technology platform,platforms could damage our reputation and harm our business.

The satisfactory performance, reliability and availability of our information technology systems, and those of our third-party service providers, is critical to our reputation and our ability to attract and retain customers. We could experience temporary interruptions in our websites, transaction and payment processing systems, network infrastructure, service technologies, printing production facilities or customer service operations for a variety of reasons, including, among others: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. Furthermore, asIn addition, certain of the services we focusdeliver to the payments technology market are designed to process complex transactions and deliver reports and other information on those transactions, all at very high volumes and processing speeds. Any failure to deliver an effective and secure product or any performance issue that arises with a new product or service could result in significant processing or reporting errors or other losses.

We have invested, and will continue to invest, significant resources onto build out, maintain and improve our growth strategies, we have reduced our investmenttechnology platforms. Any disruptions, delays or deficiencies in the developmentdesign, implementation or operation of our legacy systems, particularly any disruptions, delays or deficiencies that supportimpact our checksoperations, could adversely affect our ability to effectively run and forms businesses, with a focus on sustainingmanage our business. Frequent or persistent interruptions in our operations could cause customers to believe that our products and maintaining such systems. These legacy systems operate with minimalservices are unreliable, leading them to switch to our competitors or no vendor support, contain hardwareto avoid our products 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 aservices.

A substantial portion of our applications toreside in a private cloud-based environment. While we maintain redundant systems and backup databases and applications software designed to ensureprovide 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, allclaims.

If any of which would adversely affect our reputation and operating results.

In addition, our continued development and implementation of new generation software solutions andsignificant information technology infrastructure may take longer than originally expectedsystems suffer severe damage, disruption or shutdown, and requireour disaster recovery and business continuity plans do not effectively resolve the acquisition of additional personnel and other resources, which may adversely affectissue in a timely manner, our business, results of operations would be adversely affected, 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 of recent and future acquisitions, which could have an adverse impact on our operating results.

We have acquired over 25 companies in the last 3 years, the details of which appear under the caption “Note 5: Acquisitions” of the Notes to Consolidated Financial Statements appearing in Item 8 of this report. We have invested in acquisitions that offer marketing solutions and other services and that extend the range of products and services we offer to financial institutions and small businesses, including treasury management and data-driven marketing solutions. In addition, over the past several years, we have purchased the operations of many small business distributors with the intention of growing revenue in our major 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 andinterruption insurance coverage may not have employedbe adequate to compensate us fully for any losses we may incur. Moreover, to the same rigorextent that any system failure or similar event results in these areas as required for a publicly traded company;
decisions bydamages to our customers or thecontractual counterparties, those customers of the acquired businessand contractual counterparties could seek compensation from us for their losses, and those claims, even if unsuccessful, would likely be time-consuming and costly for us to temporarily or permanently seek alternate suppliers;address.
difficulty in assimilating the acquired business into our corporate culture;
failure to address legacy distributor account protection rights;
unidentified issues not discovered during our due diligence process, including product or service quality issues, intellectual property issues and tax or legal contingencies; 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 expect to continue to invest in acquisitions. 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 acquiredrely 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 typically result in additional contingent liabilities and/or additional amortization expense related to acquired intangible assets, and thus, could adversely affect our business, results of operations and financial condition.

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 repeat 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 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 depend largely on the success of our marketing efforts and our ability to provide a consistent, high quality customer experience. 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 rumor or misunderstanding, could adversely affect our business. In early 2018, we entered into a partnership with television personality Ty Pennington, who will appear 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 our business partners are the subject of adverse news reports or negative publicity, such events could reduce the effectiveness of our partnerships, which in turn, could adversely affect our business and results of operations.

A component of our brand promotion strategy is establishing a 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 unable to provide a high-quality customer experience for any reason, our reputation may be harmed and our efforts to develop brand loyalty could be adversely impacted. The failure of our brand promotion activities to meet our expectations could adversely affect our ability to attract new customers and maintain customer relationships, adversely harming 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 businessesthird parties and their customers may occur rapidly. In addition, the marketssystems for manya variety of the services, provided by our Financial Services segment are characterized by constant technological changes. The introduction of competing products and services using new technologies, the evolution of industry standards or the introduction of more attractive products or services 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. 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, our operating results could be adversely affected if we are required to incur substantial costs to keep pace with technological advances.

If third-party providers of certainincluding significant information technology needs are unableservices, and the failure of these third parties to provide services, our business could be disrupted and the cost of suchthese services could increase.disrupt our business.

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 asrelated to our online payment solutions.solutions, including financial institutions that provide clearing services in connection with our merchant services settlement activities, and we have outsourced certain activities, including portions of our finance and procurement functions. 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 technologymost of these 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. Additionally, while we have policies and procedures for managing these relationships, they inherently involve a lesser degree of control over business operations, governance and compliance, thereby potentially increasing our financial, legal, reputational and operational risk.


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

GoodwillIf we are unable to attract, motivate 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, marketretain key personnel 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;
a downturn in economic conditions that negatively affects our actual and forecasted operating results;
a material acceleration of order volume declines for our Direct Checks segment;
the failure of recent acquisitions to achieve expected operating results; or
changes inother qualified employees, our business strategies.

Such situations may require us to record an impairment charge for a portion of goodwill and/or 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 wouldcould be adversely affected.impacted.

Our variable-rate indebtedness exposesWe operate in a rapidly changing technological environment that requires a wide ranging set of expertise and intellectual capital. To successfully compete and grow, we must recruit, develop, motivate and retain personnel who can provide the needed expertise across the organization. In addition, we must develop our personnel to fulfill succession plans capable of maintaining continuity in the midst of the inevitable unpredictability of human capital.

Competition for employees is intense. We have implemented various human capital initiatives, including employee wellness initiatives, employee resource groups and a revised performance management process, to make Deluxe an attractive place to work. As remote working arrangements have become more widely accepted, it is more challenging for us to interest rate riskmaintain and enhance our credit facility matures in February 2019.

Borrowings under our credit facility are subjectcorporate culture and 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 fornavigate the flexible working capital, capital expenditures and acquisitions.

arrangements that employees may demand. Our credit facility matures in February 2019. As such, we will need to repay, refinance, replacework environment may not meet the needs or otherwise extend the maturityexpectations of our credit facility. Ouremployees or may be perceived as less favorable compared to other companies' polices, which could negatively impact our ability to do so will be dependent on, among other things, business conditions, our financial performancehire 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.retain qualified personnel. We can provide no assurance that key personnel, including our executive officers, will continue to be employed, or that in the termsevent we have to replace key employees, that labor costs will not increase. Failure to retain or attract key personnel could have a material adverse effect on our business, financial condition and results of operations.

Increases in prices and declines in the availability of materials and other services have adversely affected, and could continue to adversely affect, our operating results.

We are subject to risks associated with the cost and availability of paper, plastics, ink, promotional materials, merchant services point-of-sale equipment and other raw materials, as well as various third-party services we utilize, including delivery and data provider services. In addition, from time-to-time, the card networks, including Visa® and Mastercard®, increase the fees that they charge processors. Increased levels of inflation have resulted in cost increases for certain of the materials and services we utilize. Inflationary pressures could continue into fiscal 2024, and this trend could have a material adverse impact if inflation rates significantly exceed our ability to achieve price increases or if such price increases adversely impact demand for our products. We have, at times, experienced supply chain disruptions, including impacts on the supply of certain printed products in our Promotional Solutions segment, and continuing global unrest could cause further disruption in the global supply chain. We continue to closely monitor our supply chain to promptly address any new debt agreementsdelays or disruptions, but we can provide no assurance that our ability to provide products to our customers will not be adversely impacted if our supply chain is compromised.

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 volatility in the raw material and other costs incurred by 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.

We depend upon third-party providers for delivery services and for certain outsourced products. Events resulting in the inability of these third parties to perform their obligations, such as work slowdowns, extended labor strikes, labor shortages or inclement weather, 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. Increases in fuel costs increase the costs we incur to deliver products to our customers, as well as the price we pay for outsourced products.

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 and payment card network rules, 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 card numbers, and we have potential liability for fraudulent electronic payment transactions or credits initiated by merchants or others. While we do have safeguards in place, we cannot prevent all fraudulent transactions. To date, we have not incurred material losses from payment-related fraud. However, such transactions negatively impact our results of operations and could subject us to penalties from payment card networks for inadequate fraud protection.

We also may be liable if our merchants or other parties that have obligations to deliver goods or services to cardholders fail to satisfy their obligations. For example, we may be subject to contingent liability for transactions originally acquired by us that are disputed by the cardholder and charged back to the merchants or other parties. These disputes could arise from fraud, misuse, unintentional use, settlement delay or failure, insufficiency of funds, returns, a failure to perform a service, or other reasons. If we are unable to collect this amount from the merchant or other party because of the merchant’s or other party’s insolvency or other reasons, we will bear the loss for the amount of the refund paid to the cardholder. Although we have an active
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program to manage our credit risk, a default on such obligations by one or more of our merchants or others could have a material adverse effect on our business, results of operations and financial condition.

In addition, in order to provide our transaction processing services, we are registered with Visa and Mastercard and other networks as members or service providers for member institutions. As such, we are subject to card association and network rules. Changes to the payment card networks' rules or how they are interpreted could have a significant impact on our business and financial results. For example, changes in the rules regarding chargebacks may affect our ability to dispute chargebacks and the amount of losses we incur from chargebacks. Changes in network rules may also increase the cost of, impose restrictions on, or otherwise impact the development of, our retail point-of-sale solutions, which may negatively affect their deployment and adoption. Any changes to or interpretations of the network rules that are inconsistent with the way we currently operate may require us to make changes to our business that could be costly or difficult to implement and that could adversely affect our results of operations.

Revenue from the sale of services to merchants that accept Visa and Mastercard are dependent upon our continued Visa and Mastercard registrations, financial institution sponsorship and, in some cases, continued membership in certain card networks.

In order to provide our Visa and Mastercard transaction processing services, we must be either a direct member or be registered as a merchant processor or service provider of Visa and Mastercard. Registration as a merchant processor or service provider is dependent upon our being sponsored by members of each organization in certain jurisdictions. If our sponsor financial institution in any market should stop providing sponsorship for us, we would need to find another financial institution to provide those under our current credit facility,services or we would need to attain direct membership with the card networks, either of which could prove to be difficult and expensive. If we are unable to find a replacement financial institution to provide sponsorship or attain direct membership, we may no longer be able to provide processing services to affected customers, which would negatively affect our business and results of operationsoperations. In addition, some agreements with our financial institution sponsors give them substantial discretion in approving certain aspects of our business practices, including our solicitation, application and cash flow.qualification procedures for merchants and the terms of our agreements with merchants. Our sponsors' discretionary actions under these agreements could have a material adverse effect on our business and results of operations.

If we fail to comply with the applicable requirements of the card networks, the card networks could seek to fine us, suspend us or terminate our registrations or membership. The termination of our registrations or our membership or our status as a service provider or a merchant processor would have a material adverse effect on our business, financial condition and results of operations. If a merchant or an independent sales organization ("ISO") customer fails to comply with the applicable requirements of the card associations and networks, we or the merchant or ISO could be subject to a variety of fines or penalties that may be levied by the card associations or networks. If we cannot collect or pursue collection of such amounts from the applicable merchant or ISO, we may have to bear the cost of such fines or penalties, negatively impacting our results of operations.

LEGAL AND COMPLIANCE RISKS

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, merchant processing, online payment services, real estate, e-commerce, intellectual property, health care, environmental matters, and workplace health and safety. In addition, legal or regulatory measures to address climate change may impact us in the near future. The costcomplexity of complying with theseexisting and new laws and regulations is significant. In addition,significant, and regulators may adopt new laws or regulations at any time, including triggering enforcement actions, or their interpretation of existing laws may change and/or differ from ours. Thesetime.

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 merchant processing, 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.payments. We are also subject to additional requirements in certain of our contracts with financial institution clients and communications service providers, whichthat 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
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originally intended, which could limit business opportunities. Proposed cyber securityprivacy and cybersecurity 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 increasingincreased 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,rules, such as new privacy laws, consumer protection “dark patterns” restrictions, 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 or 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 relatingrelated 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.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 business.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 estimatesestimate of ourthe 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.

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.


FINANCIAL RISKS

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 inflation, 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 challenging economic environment could cause existing and potential customers to not purchase or to delay purchasing our products and services. Continued inflationary
19


pressures could negatively impact our customers' ability to purchase our products and services, thereby negatively impacting our revenue and results of operations.

A decline in the valuesignificant portion of our postretirement medical plan assets and/orbusiness relies on small business spending. 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, the rate of small business formations and closures, and the availability of credit to small businesses all impact our business.

A significant increaseportion of our business also relies upon the health of the financial services industry. As a result 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 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.

The fairGlobal events, such as outbreaks of illnesses, pandemics like COVID-19, or other political and economic instability, significantly increase economic uncertainty. Given the ongoing and dynamic nature of these events, we cannot predict the impact on our business, financial position or results of operations. Even after such impacts subside, the U.S. economy may experience a recession, and our business could be adversely affected by a prolonged recession.

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

Goodwill represented 46.4% of our total assets as of December 31, 2023. On at least an annual basis, we assess whether the carrying value of our postretirement medical plan assetsgoodwill is subject to various risks,impaired. This analysis considers several factors, including credit, interesteconomic, market and overall market volatility risk. If the equity markets were to experienceindustry conditions. Circumstances that could indicate 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 one or more of our planreporting units include, but are not limited to, the following:

a downturn in economic conditions that negatively affects our actual and forecasted operating results;
changes in our business strategy, structure and/or the allocation of resources;
the failure of our growth strategy;
the inability 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; or
a material acceleration of order volume declines for checks or business 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. Information regarding our 2023 impairment analyses 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. We have, in the past, and may again in the future, be required to write-down the value of some of our assets, and these write-downs have been, and could in the future be, material to our results of operations. If we are 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.

Borrowings under our credit facility, including our secured term loan facility, are subject to variable rates of interest and expose us to interest rate risk. If interest rates were to continue to increase, our interest expense would increase, negatively affecting earnings and reducing cash flows available for working capital, capital expenditures and other investments. To address the risk associated with variable-rate debt, we entered into interest rate swaps to convert a portion of our variable-rate debt to a fixed rate. As of December 31, 2023, $357.5 million of our outstanding debt was subject to variable interest rates.


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ITEM 1B. UNRESOLVED STAFF COMMENTS

None.


ITEM 1C. CYBERSECURITY

We are a trusted partner to enterprises of all sizes, and this is a responsibility we take seriously. 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. Each year, we process hundreds of millions of records containing data related to individuals and businesses. In addition, certain of our products are hosted solutions, and the amount of data we store for our customers on our servers, including personal, important business and other potentially sensitive information, has been increasing. Technology-based organizations such as ours are vulnerable to targeted attacks aimed at exploiting network and system applications or weaknesses. A successful cyberattack 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 needtermination of client contracts, government inquiries and/or enforcement actions. Any of these events could have a material adverse effect on our business, prospects, results of operations and/or financial position.

We have implemented a risk-based information/cybersecurity program dedicated to contribute increased amountsprotecting our data and solutions. Our privacy policies, together with associated controls and procedures, provide a comprehensive framework to inform and guide the handling of cashdata. We employ a defense-in-depth strategy, utilizing the concept of security layers and the CIA (confidential, integrity and availability) triad model. Our information security program is led by our Chief Information Security Officer ("CISO") and the Information Security department, which establishes the policies, standards and strategies to fund benefits payable under the plan.

manage security risk. The CISO has more than two decades of experience with global technology organizations across multiple industries. We devote significant resources to addressing security vulnerabilities through enhancing security and reliability features in our products and services, providing employee security training, monitoring our operations 24 hours a day and 7 days a week, reviewing and auditing our systems against independent security control frameworks, and performing security maturity assessments. We may, from time to time, engage third-party consultants, legal advisors or audit firms in evaluating and testing our risk management systems and assessing and remediating certain potential cybersecurity incidents. These assessments inform our annual and multi-year cybersecurity strategies and our product security plans. In addition, our operations depend on a 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-inthird parties, including vendors, developers and partners, that are critical to our plan,business and to which we may grant access to our benefit obligation would increase,customer or employee data. We conduct due diligence on these third parties with respect to their security and business controls, and we have established monitoring procedures in an effort to mitigate risks related to data breaches or other security incidents originating from these third parties.

We have an Enterprise Risk Management Committee that is led by our Assurance and Risk Advisory Services group, our Chief Financial Officer and our Chief Administrative Officer, with participation from our executive leadership team and senior-level staff, including our Chief Compliance Officer and the CISO. This committee assesses and monitors our top enterprise risks, including cybersecurity, and provides quarterly updates to the board of directors. Our CISO also provides periodic updates to the finance and audit committee of the board of directors, which would resultis responsible for ensuring that we have implemented appropriate risk reviews and discusses, with management and the board, our financial and enterprise risk assessment and risk management practices and policies, as well as reports to the board any material risks identified in increased expense. Althoughthe course of performing its responsibilities.

In the event a cybersecurity incident is identified, our plan is currently overfunded,Cybersecurity Incident Response team will act in accordance with our incident management plans to communicate to our executive leadership team and to coordinate the response to any incident. Our Chief Executive Officer, Chief Financial Officer, General Counsel, Chief Technology and Digital Officer, CISO and Chief Compliance Officer are responsible for assessing such incidents for materiality, ensuring that any required notification or communication occurs and determining, among other things, whether any prohibition on the trading of our common stock by insiders should be imposed prior to the disclosure of information about a significant increasematerial cybersecurity event. We maintain cybersecurity insurance coverage that insures us for costs resulting from cyberattacks, although this coverage may not reimburse us for all losses.

As of the date of this report, we are not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition and that are required to be reported in plan participantsthis Form 10-K. For further discussion of the risks associated with cybersecurity incidents see Item 1A, "Operational Risks – Security breaches, computer malware or other cyberattacks involving the confidential information of our customers, employees or business partners could also requiresubstantially damage our reputation, subject us to contribute increased amountslitigation and enforcement actions, and substantially harm our business and results of cash to fund benefits payable under the plan.operations."


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Item 1B. Unresolved Staff Comments.



ITEM 2. PROPERTIES
None.


Item 2. Properties.

Our principal executive office is an owned property located in Shoreview, Minnesota. As of December 31, 2017,2023, we occupied 6537 facilities throughout the United States, 7U.S. and 3 facilities in Canada, 2 facilities in Europe and a facility in Australia where we conduct printing and fulfillment, payment processing, 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 million square feet. None of our owned properties are mortgaged or 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 also believe that our properties are sufficiently maintained and are adequate and suitable for our business needs as presently conducted. We reduced the number of facilities by 13 during 2023, driven by the continued assessment of our real estate footprint and business exits.


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 in 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, 2017,2023, the number of shareholders of record was 6,491. The table below shows4,897, excluding shareholders whose shares are held in the per share price rangesname of various dealers, clearing agencies, banks, brokers and other fiduciaries.

In October 2018, our board of directors authorized the repurchase 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, whichstock. This authorization has no expiration date. No shares were completedrepurchased under this authorization 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 date2023 and $239.7$287.5 million remained available for purchaserepurchase as of December 31, 2017.2023.
22


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
2017, we withheld 36,154 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)("DJUSIS") Index.

Comparison of Five-Year Cumulative Total Return
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
ASSUMES INITIAL INVESTMENT OF $100
DECEMBER 2023
Assumes Initial Investment of $100
December 2017



1430
The graph assumes that $100 was invested on December 31, 20122018 in each of Deluxe common stock, the S&P MidCap 400 Index and the DJUSIS Index, and that all dividends were reinvested.


Prepared by: Zack's Investment Research, Inc. Used with permission. All rights reserved. Copyright 1980-2024.

Index Data: Copyright Standard and Poor's, Inc. Used with permission. All rights reserved.
Item 6. Selected Financial Data.

Index Data: Copyright Dow Jones, Inc. Used with permission. All rights reserved.
The following table shows certain selected financial data for the five years ended December 31, 2017. This information should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in Item 7 of this report and our consolidated financial statements appearing in Item 8 of this report. These items include discussion of various factors that affect the comparability of the selected financial data, including the Tax Cuts and Jobs Act of 2017, asset impairment charges and business acquisitions. 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
Statement of Income Data:          
Total revenue $1,965,556
 $1,849,062
 $1,772,817
 $1,674,082
 $1,584,824
As a percentage of total revenue:          
Gross profit 62.2% 63.9% 63.9% 63.8% 64.6%
Selling, general and administrative expense 42.2% 43.6% 43.7% 43.0% 43.6%
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
Per share - basic 4.75
 4.68
 4.39
 3.99
 3.68
Per share - diluted 4.72
 4.65
 4.36
 3.96
 3.65
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
Return on average assets(1)
 10.5% 11.4% 12.4% 12.3% 12.6%
Total assets $2,208,827
 $2,184,338
 $1,842,153
 $1,683,682
 $1,563,887
Long-term obligations(2)
 709,300
 758,648
 629,018
 549,603
 635,062
Statement of Cash Flows Data:          
Net cash provided by operating activities $338,431
 $319,312
 $309,631
 $285,098
 $263,729
Net cash used by investing activities (180,891) (310,786) (251,140) (136,043) (101,050)
Net cash (used) provided by financing activities (176,949) 4,275
 (48,387) (204,048) (84,524)
Purchases of capital assets (47,450) (46,614) (43,261) (41,119) (37,459)
Payments for acquisitions, net of cash acquired (139,223) (270,939) (212,990) (105,029) (69,709)
Payments for common shares repurchased (65,000) (55,224) (59,952) (60,119) (48,798)
Other Data:          
Orders(3)
 49,981
 52,176
 53,138
 52,632
 52,584
Revenue per order(3)
 $39.33
 $35.44
 $33.36
 $31.81
 $30.14
Number of employees 5,886
 6,026
 5,874
 5,830
 5,575
Number of printing facilities(4)
 11
 12
 11
 11
 12
Number of call center facilities(4)
 26
 26
 14
 16
 16

ITEM 6. [RESERVED]
(1) Return on average assets is calculated as net income divided by average assets for the period.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(2) Long-term obligations includes the current and long-term portions of our debt obligations, including capital leases. We had no short-term borrowings outstanding as of December 31 for any of the periods presented. As such, these amounts also represent our total debt obligations.

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

(4) As of December 31, 2017, we had 2 facilities that contain both printing and call center functions and thus, are included in both captions. We had 40 additional facilities which house small customer fulfillment operations and general office space. This information excludes facilities 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.

Our Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)("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.year;
Consolidated Results of Operations,Operations; Restructuring Costsand Integration Expense; and Segment Results that includes a more detailed discussion of our revenue and expenses.expenses;
Cash Flows and Liquidity and Capital Resources and Other Financial Position Information that discusses key aspects of our cash flows, financial commitments, capital structure and financial position.position; and
Off-Balance Sheet Arrangements, Guarantees and Contractual Obligations that discusses our financial commitments.
Critical Accounting Policies Estimates that discusses the policies we believeestimates that involve a significant level of uncertainty and have had or are importantreasonably likely to understanding the assumptions and judgments underlyinghave a material impact on our financial statements.condition or results of operations.

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 known material risks and important information to consider when evaluating our forward-looking
23


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 ("SEC"), 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

This MD&A includes financial information prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP"). In addition, we discuss free cash flow, net debt, liquidity, adjusted diluted earnings per share ("EPS"), consolidated adjusted earnings before interest, taxes, depreciation and amortization ("adjusted EBITDA") and consolidated adjusted EBITDA margin, all of 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 operating performance. For this reason, our internal management reporting also includes these financial measures, which should be considered in addition to, and not 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 non-GAAP financial measures 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 financial measures can be found in Consolidated Results of Operations.

The following discussion and analysis provides information we believe to be relevant to understanding our financial condition and results of operations. This discussion focuses on our financial results for the years ended December 31, 2023 and December 31, 2022. A discussion of our results of operations for the year ended December 31, 2022, as compared to the year ended December 31, 2021, is included in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022 ("the 2022 Form 10-K"), filed with the SEC on February 24, 2023, and is incorporated by reference into this Form 10-K. You should read the following discussion and analysis in conjunction with our consolidated financial statements and related notes presented in Part II, Item 8 of this report.

EXECUTIVE OVERVIEW

We help businesses deepen customer relationships through trusted, technology-enabled solutions that help our customers acquirebusinesses pay and engage their customers across multiple channels,get paid, accelerate growth and operate more efficiently. Our solutions include merchant services, marketing services and data analytics, treasury management solutions, promotional products, and fraud and security solutions, as well as operate theircustomized checks and business forms. We support millions of small businesses, efficiently and effectively. To promote and sell a wide rangethousands 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 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 primarily in the United States. Small Business Services also has operations in Canada, Australia and portions of Europe.

Our product and service offerings are comprisedhundreds of the following:

Checksworld’s largest consumer brands. 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’ 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. Weare 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 formschecks and accessories sold directly to small businesses, including deposit tickets, billing forms,consumers. Our reach, scale and distribution channels position us to be a trusted business partner for our customers.

Our Strategy

A detailed discussion of our strategy can be found in Part I, Item 1 of this report. During the first quarter of 2023, we completed our 3-year corporate infrastructure modernization program with the implementation of the final major phase of our enterprise resource planning ("ERP") system. This effort required significant investment and management attention over the past 3 years. We expect that the new platform will now drive additional cost improvements and scale. We also made significant progress in our ongoing lockbox improvement efforts within our Payments segment, continuing to consolidate sites and shift work orders, job proposals, purchase orders, invoicesto optimize our operations. Having substantially completed our infrastructure modernization initiatives, we have shifted our focus to growth investments, primarily in Payments and personnel forms. ThisData Solutions, so that we can continue to drive scale, with the goal of growing profits faster than revenue. During 2023, adjusted EBITDA margin increased as compared to the prior year, as our operations continued to benefit from our disciplined pricing actions and overall cost management. We recently announced our North Star program, the goal of which is to further drive shareholder value by (1) expanding our EBITDA growth trajectory, (2) driving increased cash flow, (3) paying down debt, and (4) improving our leverage ratio. Further information can be found in Restructuring and Integration Expense.

During the first quarter of 2024, we realigned our organizational structure to better reflect our portfolio mix and offerings, and we updated our reportable segments to correspond with these changes. We did not operate under the new segment also offers computer forms compatible with accounting software packages commonly used by small businesses. Forms sold bystructure during 2023, and we continued to allocate resources and assess performance based on our Financial Services and Direct Checkscurrent reportable segment structure. Information regarding our realigned reportable segments include deposit tickets and check registers.for the quarter ending March 31, 2024 can be found in Part I, Item 1 of this report.


Accessories and other productsDivestitures / business exitsSmall Business Services offers products designed to provide small business owners withIn June 2023, we completed 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 new 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 reachsale of our sales channel,North American web hosting and reducing costs.logo design businesses. These businesses generated annual revenue of approximately $66 million during 2022, primarily in our Data Solutions segment. In addition,September and December 2023, we investedexecuted agreements allowing for the conversion of our U.S. and Canadian payroll and human resources services customers to other service providers. These businesses generated annual revenue of approximately $27 million in various acquisitionsthe Payments segment during 2023.

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In May 2022, we completed the sale of our Australian web hosting business, and we also sold our Promotional Solutions strategic sourcing and retail packaging businesses during 2022. These businesses generated annual revenue of approximately $24 million in our Data Solutions segment and approximately $29 million in our Promotional Solutions segment during 2021.

We believe that extendthese business exits allow us to focus our resources on the rangekey growth areas of productspayments and services we offerdata, while allowing us to optimize our customers, primarily MOS offerings. Information about our acquisitionsoperations. Further information regarding these business exits can be found under the caption "Note 5: Acquisitions" of6: Acquisition and Divestitures" in 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

2023 Financial Results

Cash flows 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.

Earnings for 2017, as compared to 2016, increased due to price increases, a $20.5 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 gains of $8.7 million from the sale of businesses within Small Business Services. These increases in earnings were partially offset by pre-tax asset impairment charges of $54.9 million in 2017, volume reductions for personal and business checks due primarily to the continuing decline 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. All of these factors could cause our actual results 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 liquidity – Cash provided by operating activities for 2023 increased $6.8 million as compared to 2022, driven by positive changes in working capital, pricing and expected cost savings.

Cost Reduction Initiatives

For several years, we have been pursuing cost reductionsaving actions, and business simplification initiatives, including: reducing shareda decrease of $9.5 million in payments for cloud computing implementation costs related to the implementation of our ERP system, which was completed in early 2023. Growth in data-driven marketing and merchant services infrastructure costs; streamlining our call center and fulfillment activities; eliminating system and work stream redundancies; and strengthening our abilityrevenue also contributed to quickly develop new products and services and bring them to market. We have also standardized products and services and improved the sourcing of third-party goods and services. Asincrease in operating cash flow. Partially offsetting these increases in operating cash flow was a $28.4 million increase in interest payments 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 2017 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.

Outlook for 2018

We anticipate that consolidated revenue will be between $2.065 billion and $2.105 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,rising interest rates, as well as continued acquisitions. Our outlook includes incremental revenue from the acquisition of RDM Corporationa $9.5 million increase 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.

We expect that 2018 diluted earnings per share will be between $5.42 and $5.67, compared to $4.72 for 2017. Our 2018 outlook includes estimated charges of $0.13 per share for integration costs, primarilyemployee bonus payments related to data-driven marketing, treasury management 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 activities will be between $360.0 million and $380.0 million in 2018, compared to $338.4 million in 2017, driven by stronger2022 operating performance and a decrease of approximately $25.0$9.3 million increase in income tax payments driven, primarilyin large part, by the Tax Cutstiming of our federal tax payments. Operating cash flow was also negatively impacted by the continuing secular decline in checks, business forms and Jobs Actcertain Promotional Solutions business accessories, inflationary pressures on hourly wages, materials and delivery, and the impact of 2017,business exits. Free cash flow increased $10.7 million for 2023, as compared to 2022. Total debt was $1.59 billion and net debt was $1.52 billion as of December 31, 2023. We held cash and cash equivalents of $72.0 million as of December 31, 2023, and liquidity was $312.5 million. Our capital allocation priorities are to reduce our debt and net leverage, deliver high return internal investments and pay our dividend. We continue to responsibly invest the free cash flow generated by our Checks and Promotional Solutions businesses into Payments and Data Solutions, businesses that we believe can generate more robust growth over time. A reconciliation of free cash flow, net debt and liquidity to the comparable GAAP financial measures can be found in Consolidated Results of Operations.

2023 earnings vs. 2022 – Multiple factors drove the decrease in net income for 2023, as compared to 2022, including:

increased investments in the business, primarily costs related to our technology infrastructure and a $27.3 million increase in restructuring and integration expense as we continue to take actions to grow earnings and optimize our cost structure;

a $31.2 million increase in interest expense resulting from increasing interest rates on our variable-rate debt;

the continuing secular decline in checks, business forms and some Promotional Solutions business accessories;

inflationary pressures on hourly wages, materials and delivery; and

the impact of business exits.

Partially offsetting these decreases in net income were the following factors:

price increases in response to the inflationary environment;

the benefit of actions taken to reduce costs, including workforce adjustments, marketing optimization and real estate rationalization;

a $15.7 million decrease in acquisition amortization, as certain of our assets are amortized using accelerated methods; and

a $13.1 million increase in gain on sale of businesses and long-lived assets, driven by our business exit activity.

Diluted EPS of $0.59 for 2023, as compared to $1.50 for 2022, reflects the decrease in net income as described in the preceding paragraphs, as well as higher average shares outstanding in 2023. Adjusted diluted EPS for 2023 was $3.32 compared to $4.08 for 2022, and excludes the impact of non-cash items or items that we believe are not indicative of our current period operating performance. The decrease in adjusted diluted EPS was driven by the increase in interest expense resulting from the effect of increasing interest rates on our variable-rate debt, increased investments in the business, inflationary pressures on our cost structure, the continuing secular decline in checks, business forms and some business accessories, and the impact of business exits. These decreases in adjusted diluted EPS were partially offset by higherprice increases in response to the inflationary environment and the benefit of various cost saving actions across functional areas. A reconciliation of diluted EPS to adjusted diluted EPS can be found in Consolidated Results of Operations.

Recent market conditions– Interest expense has increased as a result of the rising interest and medical payments. We anticipate contract acquisition payments of approximately $27.0 million in 2018, and we estimate that capital spending will be approximately $55.0 million in 2018 as we plan to accelerate investments in key revenue growth initiatives and order fulfillment and information technology infrastructure.

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, including dividend payments, capital expenditures, and required debt principal and interest payments, 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.rate environment. As of December 31, 2017, $101.62023, we held interest rate swaps that effectively convert $771.7 million of our variable-rate debt to a fixed rate. As
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a result, 78% of our debt had a fixed interest rate of 7.0% as of December 31, 2023, which partially insulates us from future interest rate increases.

We continue to monitor inflationary pressures on our labor, delivery and material costs. In response to the inflationary environment, we implemented targeted price increases in all of our segments. Despite the price changes, we continue to experience healthy revenue volumes, demonstrating the strength of our business and continued demand for our products. We have, at times, experienced some supply disruptions impacting certain printed products in our Promotional Solutions segment. We continue to closely monitor our supply chain to avoid delays or disruptions. We have also experienced labor supply issues in certain portions of our business. It remains difficult to estimate the severity and duration of the inflationary environment or supply chain and labor issues on our business, financial position or results of operations.

The disruptions to some regional financial institutions earlier in the year had no impact on our business or results of operations. We do not bank with any of the directly affected financial institutions, and they collectively represent an immaterial portion of our revenue. Additionally, we have very little customer concentration risk, and we believe our diversified customer base positions us well going forward.

Outlook for 2024

We expect that revenue for 2024 will be between $2.14 billion and $2.18 billion, as compared to 2023 revenue of $2.19 billion. The 2023 amount included revenue of approximately $56 million that will not recur in 2024 due to business exits. We expect that adjusted EBITDA for 2024 will be between $400 million and $420 million, as compared to $417 million for 2023. The 2023 amount included adjusted EBITDA of approximately $26 million that will not recur in 2024 due to business exits. These estimates are subject to, among other things, prevailing macroeconomic conditions, global unrest, labor supply issues, inflation and the impact of business exits.

As of December 31, 2023, we held cash and cash equivalents of $72.0 million and $240.5 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. We anticipate that capital expenditures will be approximately $100 million in 2024, as compared to $100.7 million for 2023, as we continue with important innovation investments and building scale across our board of directorsproduct categories. We also expect that we will maintaincontinue to pay our current dividend level.regular quarterly dividend. However, dividends are approved by theour board of directors on a quarterly basis,each quarter and thus, are subject to change. To the extent we generate excessWe anticipate that net cash we plan to opportunistically repurchase common shares and/or reduce the amounts outstanding under our credit facility.

As of December 31, 2017, $707.9 million was outstandinggenerated by operations, along with cash and cash equivalents on hand and availability under our credit facility, agreement that matureswill be sufficient to support our operations, including our contractual obligations and debt service requirements, for the next 12 months, as well as our long-term capital requirements. We were 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 financingcompliance with terms and in amounts adequate to meet our objectives in the past,debt covenants as of December 31, 2023, and we expect to execute the new credit facilityanticipate that we will remain in the first half of 2018.compliance with our debt covenants throughout 2024.
CONSOLIDATED RESULTS OF OPERATIONS
CONSOLIDATED RESULTS OF OPERATIONS

Consolidated Revenue
        Change
(in thousands, except per order amounts) 2017 2016 2015 2017 vs. 2016 2016 vs. 2015
Total revenue $1,965,556
 $1,849,062
 $1,772,817
 6.3% 4.3%
Orders 49,981
 52,176
 53,138
 (4.2%) (1.8%)
Revenue per order $39.33
 $35.44
 $33.36
 11.0% 6.2%
(in thousands)20232022Change
Total revenue$2,192,260 $2,238,010 (2.0%)

The increasedecrease in total revenue in each of the past 2 yearsfor 2023, as compared to 2022, was driven, in part, by incrementalthe business exits discussed in Executive Overview, which resulted in a decrease in revenue from acquired businesses of approximately $173.0$52 million in 2017 and $114.0 million in 2016,for 2023, as well as price increasesthe continuing secular decline in all of our segments. Information regarding 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.order volume for checks, business forms and some Promotional Solutions business accessories. These increasesdecreases in revenue were partially offset by lower order volume for both personalprice increases in response to the inflationary environment, primarily in our Promotional Solutions and business checks,Checks segments, as well as formsgrowth from new business and accessories sold by Small Business Services. In addition, revenue declined due to continued pricing allowances within Financial Services.

favorable volumes for data-driven marketing and merchant services.
Service revenue represented
25.2% of total revenue in 2017, 20.3% in 2016 and 18.1% in 2015. 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 servicesrevenue 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%  

The number of orders decreased in each of the past 2 years driven by the impact of the continuing decline in check and forms usage, partially offset by growth in MOS, including the impact of acquisitions. Revenue per order increased in each of the


past 2 years primarily due to the benefit of price increases and favorable product and service offerings shown under the caption "Note 17: Business Segment Information" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. Our revenue mix partially offset by the impact of continued pricing allowances in Financial Services.business segment was as follows:

20232022
Payments31.5 %30.3 %
Data Solutions10.9 %11.9 %
Promotional Solutions24.7 %25.2 %
Checks32.9 %32.6 %
Total revenue100.0 %100.0 %

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Consolidated Cost of Revenue
(in thousands)20232022Change
Total cost of revenue$1,029,577 $1,032,116 (0.2%)
Total cost of revenue as a percentage of total revenue47.0 %46.1 %0.9 pt.
    Change
(in thousands) 2017 2016 2015 2017 vs. 2016 2016 vs. 2015
Total cost of revenue $742,090
 $667,241
 $639,209
 11.2% 4.4%
Total cost of revenue as a percentage of total revenue 37.8% 36.1% 36.1% 1.7 pt. 

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 increasedecrease in total cost of revenue for 2017,2023, as compared to 2016,2022, was primarily attributable todriven by reduced revenue volume from the increasecontinuing secular decline in revenue, including incremental costschecks, business forms and some Promotional Solutions business accessories, as well as a decrease of approximately $101.0$27 million for acquired businesses. In addition, delivery rates and material costs increased in 2017.from the business exits discussed under Executive Overview. Partially offsetting these increasesdecreases in total cost of revenue was the impact of lower order volume for both personalinflationary pressures on hourly wages, materials and business checks,delivery, as well as forms and accessories sold by Small Business Services,the revenue growth from new business and favorable product mix.volumes, primarily data-driven marketing and merchant services. In addition, totalinvestments in the business increased, including some cost of revenue decreased approximately $11.0 million duepressures in our Payments lockbox business earlier in the year as we continued to manufacturing efficienciesconsolidate these operations. Restructuring and other benefits resulting from our continued cost reduction initiatives.

The increaseintegration expense included in total cost of revenue increased $11.6 million as we continued to pursue cost reductions and growth initiatives.

Total cost of revenue as a percentage of total revenue for 2016,2023 increased as compared to 2015, was primarily attributable to2022, as the inflationary impacts, investments in the business and restructuring and integration expense more than offset the benefit of our increase in revenue, including incremental costs of approximately $61.0 million for acquired businesses. In addition, delivery rates and material costs increased in 2016. 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.pricing actions.

Consolidated Selling, General & Administrative ("SG&A") Expense
(in thousands)20232022Change
SG&A expense$956,068 $993,250 (3.7%)
SG&A expense as a percentage of total revenue43.6 %44.4 %(0.8) pt.
    Change
(in thousands) 2017 2016 2015 2017 vs. 2016 2016 vs. 2015
SG&A expense $828,832
 $805,970
 $774,859
 2.8% 4.0%
SG&A expense as a percentage of total revenue 42.2% 43.6% 43.7% (1.4) pt. (0.1) pt.


The increasedecrease in SG&A expense for 2017,2023, as compared to 2016,2022, was driven, primarilyin part, by incremental operating expenses of acquired businesses of approximately $63.0 million,various cost reduction actions, including workforce adjustments, marketing optimization and real estate rationalization, as well as an increase in incentive compensation expense a decrease related to the business exits discussed under Executive Overview of approximately $5.0$15 million and investmentsfor 2023. Additionally, acquisition amortization decreased $15.0 million in various revenue growth opportunities, including marketing investments and higher financial institution commission rates.2023, as certain of our intangible assets are amortized using accelerated methods. These increasesdecreases in SG&A expense were partially offset by variousincreased costs related to our continued investments in the business, primarily related to our technology infrastructure.

Total SG&A expense as a percentage of total revenue for 2023 decreased as compared to 2022, as the impact of price increases, our cost reduction actions and the decrease in acquisition amortization more than offset the impact of investments in the business.

Restructuring and Integration Expense
(in thousands)20232022Change
Restructuring and integration expense$78,245 $62,529 $15,716 

We continue to pursue several initiatives designed to focus our business behind our growth strategy and to increase our efficiency. The amount of approximately $34.0 million, primarily within our salesrestructuring and marketing organizations, an $8.7 million gainintegration expense is expected to vary from the sale of businesses within our Small Business Services segment and lower legal costs.period to period as we execute these initiatives. Further information regarding the business salesthese costs can be found in Restructuring and Integration Expense in this MD&A discussion.

Gain on Sale of Businesses and Long-Lived Assets
(in thousands)20232022Change
Gain on sale of businesses and long-lived assets$32,421 $19,331 $13,090 

As discussed in Executive Overview, during 2023, we completed the discussionsale of assets held forour North American web hosting and logo design businesses, recognized income from actions related to the decision to exit our payroll and human resources services business, and sold 2 facilities. During 2022, we completed the sale of our Australian web hosting business, our Promotional Solutions retail packaging and strategic sourcing businesses, and a facility. Net cash proceeds from these transactions were $53.6 million during 2023 and $25.2 million during 2022. Further information regarding these business exits can be found under the caption "Note 2: Supplemental balance sheet6: Acquisition and cash flow information" ofDivestitures" in the Notes to Consolidated Financial Statements appearing in Item 8 of this report.

The increase in SG&A expense for 2016, as compared to 2015, was driven primarily by incremental operating expenses of $51.0 million for acquired businesses, as well as investments in various revenue growth opportunities, and an increase in medical costs of approximately $3.0 million. These increases 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 million in incentive compensation expense.

Net Restructuring Charges
    Change
(in thousands) 2017 2016 2015 2017 vs. 2016 2016 vs. 2015
Net restructuring charges $8,562
 $7,124
 $4,418
 $1,438
 $2,706

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 our restructuring and integration activities such as employee severance benefits, information technology costs, employee and equipment moves, training and travel. In addition to the restructuring charges shown here, restructuring charges of $0.6 million in 2017 and 2016 and $1.8 million in 2015 were


included within total cost of revenue in our consolidated statements of income. Further information can be found under Restructuring Costs.

Asset Impairment Charges
    Change
(in thousands) 2017 2016 2015 2017 vs. 2016 2016 vs. 2015
Asset impairment charges $54,880
 $
 $
 $54,880
 $

During the third quarter of 2017, we recorded pre-tax 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: Fair value measurements" of the Notes to Consolidated Financial Statements appearing in Item 8 of this report. Also during 2017, we recorded pre-tax 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: Supplemental balance sheet and cash flow information" of the Notes to Consolidated Financial Statements appearing inPart II, Item 8 of this report.

Loss on Early Debt Extinguishment
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    Change
(in thousands) 2017 2016 2015 2017 vs. 2016 2016 vs. 2015
Loss on early debt extinguishment $
 $7,858
 $8,917
 $(7,858) $(1,059)


During the fourth quarter of 2016, we retired all $200.0 million of our 6.0% senior notes due in November 2020, realizing a pre-tax loss of $7.9 million, consisting of a contractual call premium 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. Further information regarding the term loan facility can be found under the caption "Note 13: Debt and lease obligations" of the Notes to Consolidated Financial Statements appearing in 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 Expense
(in thousands)20232022Change
Interest expense$125,643 $94,454 33.0%
Weighted-average debt outstanding1,676,858 1,682,676 (0.3%)
Weighted-average interest rate7.06 %5.19 %1.87 pt.
    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.

The decrease in interest expense for 2017, as compared to 2016, was primarily driven by our lower weighted-average interest rate in 2017 resulting from the fourth quarter 2016 retirement of long-term debt that carried a higher interest rate. In addition, 2016 included a charge to interest expense of $2.8 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 expense for 2016,2023, as compared to 2015,2022, was attributabledue primarily to interest expense of $2.8 million resulting from the write-off of the fair value adjustment to hedged long-term debt when the debt was retired during 2016. In addition, our weighted-average debt outstanding increased during 2016. Partially offsetting these increases in interest expense was the decreaseincrease in our weighted-average interest rate driven by the rising interest rate environment. Based on the amount of variable-rate debt outstanding as of December 31, 2023, a one percentage point change in the weighted-average interest rate would result in a $4 million change in interest expense for 2024.

Income Tax Provision
(in thousands)20232022Change
Income tax provision$13,572 $18,848 (28.0%)
Effective tax rate34.1 %22.3 %11.8 pt.

The increase in the effective income tax rate for 2023, as compared to 2015,2022, was driven primarily by an increase of 7.8 points related to the repatriation of foreign earnings and the change in our foreign effective tax rate, as well as a 3.9 point increase driven by return-to-provision adjustments and a 3.5 point increase related to the tax impact of share-based compensation. These increases in our effective income tax rate were partially offset by a benefit of 4.1 points from the impacts of business exits, including related changes in the deferred tax valuation allowance. Information regarding other factors that impacted our effective income tax rates can be found under the caption "Note 10: Income Tax Provision" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.

Net Income / Diluted Earnings per Share
(in thousands, except per share amounts)20232022Change
Net income$26,227 $65,530 (60.0 %)
Diluted earnings per share0.59 1.50 (60.7 %)
Adjusted diluted EPS(1)
3.32 4.08 (18.6 %)

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

The decreases in net income, diluted EPS and adjusted diluted EPS for 2023, as compared to 2022, were driven by the March 2015 retirementfactors outlined in Executive Overview – 2023 results vs. 2022.

Adjusted EBITDA
(in thousands)20232022Change
Adjusted EBITDA(1)
$417,135 $418,130 (0.2%)
Adjusted EBITDA as a percentage of total revenue (adjusted EBITDA margin)(1)
19.0 %18.7 %0.3 pt.

(1) Information regarding the calculation of long-termadjusted EBITDA and adjusted EBITDA margin can be found in the following section entitled Reconciliation of Non-GAAP Financial Measures.

The slight decrease in adjusted EBITDA for 2023, as compared to 2022, was driven primarily by increased costs related to our continued investments in the business, primarily inefficiencies related to the consolidation of our Payments lockbox business earlier in the year and costs related to our technology infrastructure, as well as inflationary pressures on hourly wages, materials and delivery. Also reducing adjusted EBITDA was the continuing secular decline in checks, business forms and some business accessories, and the business exits discussed under Executive Overview reduced adjusted EBITDA approximately $14 million in 2023. Partially offsetting these decreases in adjusted EBITDA were price increases in response to the inflationary environment, the benefit of actions taken to reduce costs as we continually evaluate our cost structure, and the growth in data-driven marketing and merchant services revenue.

Adjusted EBITDA margin increased for 2023, as compared to 2022, driven by price increases, the benefit of cost saving actions and operating leverage, partially offset by inflationary pressures and our continued investments in the business.
28



Reconciliation of Non-GAAP Financial Measures

Free cash flow – We define free cash flow as net cash provided by operating activities less purchases of capital assets. We believe that free cash flow is an important indicator of cash available for debt service and for shareholders, after making capital investments to maintain or expand our asset base. A limitation of using the free cash flow measure is that not all of our free cash flow is available for discretionary spending, as we may have mandatory debt payments and other cash requirements that must be deducted from our cash available for future use. We believe that the measure of free cash flow provides an additional metric to compare cash generated by operations on a consistent basis and to provide insight into the cash flow available to fund items such as dividends, mandatory and discretionary debt reduction, acquisitions or other strategic investments, and share repurchases.

Net cash provided by operating activities for the years ended December 31 reconciles to free cash flow as follows:

(in thousands)20232022
Net cash provided by operating activities$198,367 $191,531 
Purchases of capital assets(100,747)(104,598)
Free cash flow$97,620 $86,933 

Net debt – Management believes that net debt is an important measure to monitor leverage and to evaluate the balance sheet. In calculating net debt, cash and cash equivalents are subtracted from total debt because they could be used to reduce our debt obligations. A limitation associated with an interest rateusing net debt is that it subtracts cash and cash equivalents, and therefore, may imply that management intends to use cash and cash equivalents to reduce outstanding debt. In addition, net debt suggests that our debt obligations are less than the most comparable GAAP measure indicates.

Total debt reconciles to net debt as follows as of 7.0%. This debt was replaced with borrowingsDecember 31:
(in thousands)20232022
Total debt$1,592,851 $1,644,276 
Cash and cash equivalents(71,962)(40,435)
Net debt$1,520,889 $1,603,841 

Liquidity – We define liquidity as cash and cash equivalents plus the amount available for borrowing under our revolving credit facility, which hadfacility. We consider liquidity to be an important metric for demonstrating the amount of cash that is available or that could be available on short notice. This financial measure is not a weighted-average interest ratesubstitute for GAAP liquidity measures. Instead, we believe that this measurement enhances investors' understanding of 1.9% during 2016.the funds that are currently available.


Liquidity was as follows as of December 31:

Income Tax Provision
(in thousands)20232022
Cash and cash equivalents$71,962 $40,435 
Amount available for borrowing under revolving credit facility240,514 295,177 
Liquidity$312,476 $335,612 

Adjusted diluted EPS – By excluding the impact of non-cash items or items that we believe are not indicative of current period operating performance, we believe that adjusted diluted EPS provides useful comparable information to assist in analyzing our current 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 assess the operating results and performance of the business and to identify strategies to improve performance. It is reasonable to expect that one or more of the excluded items will occur in future periods, but the amounts recognized may vary significantly.

29


    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.
Diluted earnings per share for the years ended December 31 reconciles to adjusted diluted EPS as follows:

(in thousands, except per share amounts)20232022
Net income$26,227 $65,530 
Net income attributable to non-controlling interest(107)(135)
Net income attributable to Deluxe26,120 65,395 
Acquisition amortization74,839 90,588 
Accelerated amortization2,500 — 
Restructuring and integration expense90,475 63,136 
Share-based compensation expense20,525 23,676 
Acquisition transaction costs— 130 
Certain legal-related expense (benefit)2,195 (730)
Gain on sale of businesses and long-lived assets(32,421)(19,331)
Loss on sale of investment securities1,323 — 
Gain on debt retirements— (1,726)
Adjustments, pretax159,436 155,743 
Income tax provision impact of pretax adjustments(1)
(39,684)(43,854)
Adjustments, net of tax119,752 111,889 
Adjusted net income attributable to Deluxe145,872 177,284 
Income allocated to participating securities— (98)
Re-measurement of share-based awards classified as liabilities(20)(512)
Adjusted income attributable to Deluxe available to common shareholders$145,852 $176,674 
Weighted-average shares and potential common shares outstanding43,843 43,310 
Adjustment(2)
46 — 
Adjusted weighted-average shares and potential common shares outstanding43,889 43,310 
GAAP diluted earnings per share$0.59 $1.50 
Adjustments, net of tax2.73 2.58 
Adjusted diluted EPS$3.32 $4.08 

(1)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 share-based compensation expense and gains on sales of businesses, 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.

(2) The total of weighted-average shares and potential common shares outstanding used in the calculation of adjusted diluted EPS differs from the GAAP calculation due to differences in the amount of dilutive securities in each calculation.

Adjusted EBITDA and adjusted EBITDA margin – We believe that adjusted EBITDA and adjusted EBITDA margin are useful in evaluating our operating performance, as they eliminate 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 reasons unrelated to current period operating performance. In addition, management utilizes these measures 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 and adjusted EBITDA margin depict 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, debt service payments or capital investments.

We have not reconciled our adjusted EBITDA outlook for 2023 to the directly comparable GAAP financial measure because we do not provide outlook guidance for net income or the reconciling items between net income and adjusted EBITDA. Because of the substantial uncertainty and variability surrounding certain of these forward-looking reconciling items, including asset impairment charges; restructuring and integration expense; gains and losses on sales of businesses and long-lived assets; 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 reconciling items is high and, based on historical experience, could be material.

30


Net income for the years ended December 31 reconciles to adjusted EBITDA and adjusted EBITDA margin as follows:
(in thousands)20232022
Net income$26,227 $65,530 
Non-controlling interest(107)(135)
Depreciation and amortization expense169,703 172,552 
Interest expense125,643 94,454 
Income tax provision13,572 18,848 
Restructuring and integration expense90,475 63,136 
Share-based compensation expense20,525 23,676 
Acquisition transaction costs— 130 
Certain legal-related expense (benefit)2,195 (730)
Gain on sale of businesses and long-lived assets(32,421)(19,331)
Loss on sale of investment securities1,323 — 
Adjusted EBITDA$417,135 $418,130 
Adjusted EBITDA margin19.0 %18.7 %

RESTRUCTURING AND INTEGRATION EXPENSE

Restructuring and integration expense consists of costs related to initiatives to drive earnings and cash flow growth and also includes costs related to the consolidation and migration of certain applications and processes, including our financial management system. These costs consist primarily of consulting, project management services and internal labor, as well as other costs associated with our initiatives, such as costs related to facility closures and consolidations. In addition, we have recorded employee severance costs across functional areas.

We are currently pursuing several initiatives designed to support our growth strategy and to increase our efficiency, including several initiatives that we collectively refer to as our North Star program. The goal of these initiatives is to further drive shareholder value by (1) expanding our EBITDA growth trajectory, (2) increasing cash flow, (3) paying down debt, and (4) improving our leverage ratio. Our various initiatives include a balanced mix of structural cost reductions focused on organizational structure, processes and operational improvements, in addition to workstreams to drive revenue growth. We have already combined like-for-like capabilities, reduced management layers and consolidated core operations to run more efficiently and to create the ability to invest in high impact talent to accelerate our growth businesses of payments and data. The associated costs, which consisted primarily of consulting and severance costs, drove the increase in restructuring and integration expense during 2023. 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 2017 related to a small business distributor that was sold during the second quarter 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 benefitbenefits of the reversalvarious North Star initiatives will ramp up over the coming quarters. The overall program targets a $100 million run-rate improvement in free cash flow and an $80 million run-rate improvement in adjusted EBITDA by 2026. Through December 31, 2023, we incurred related restructuring and integration expense 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 deductionapproximately $45 million, and a higher state income tax rate in 2016, as well as a higher benefit in 2015 relatedwe expect to company-owned life insurance policies.


RESTRUCTURING COSTS

We have recorded expenses relatedincur an additional $70 million to our restructuring activities, including accruals consisting primarily of$90 million over the next 2 years. These charges will include employee severance, benefits, as well as costs that are expensed when incurred, including information technology costs, employeeprofessional services fees and equipment moves, training and travel. Our restructuring activities are driven by our 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.other restructuring-related charges.

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

The majority of the employee reductions included in our restructuring and integration accruals as of December 31, 2023, as well as the related severance payments, are expected to be completed by mid-2018, and we expect most of the related severance payments to be paid by the third quarter of 2018, utilizing cash from operations.

mid-2024. As a result of our employee reductions, and facility closings,including those related to our North Star program, we realized cost savings of approximately $2.0$7 million in total cost of revenuesales and $16.0$25 million in SG&A expense in 2017,2023, in comparison to our 20162022 results of operations, which represents a portion of the approximately $45.0 million of total net costoperations. For those employee reductions we realizedincluded in 2017. In 2018,our restructuring and integration accruals through December 31, 2023, we expect to realize annual cost savings of approximately $2.0$8 million in total cost of revenuesales and $11.0$25 million in SG&A expense in 2024, in comparison to our 20172023 results of operations. In addition, we realized cost savings from facility closures of approximately $3 million in 2023, in comparison to our 2022 results of operations, which represents a portionand we anticipate savings of the estimated $50.0approximately $3 million in 2024, in comparison to our 2023 results of total net cost reductions we expect to realize in 2018. Expense reductions consist primarily ofoperations. Note that these savings may be offset by increased labor and facility costs. Information aboutother costs, including inflationary impacts and investments in the other initiatives drivingbusiness.

SEGMENT RESULTS

As of December 31, 2023, we operated 4 reportable business segments: Payments, Data Solutions, Promotional Solutions and Checks. These segments were generally organized by product type and reflected the way we managed the company. The financial information presented below for our cost savings can be found in reportable business segments is consistent with that presented
31

Executive Overview.



Further information regarding our restructuring charges can be found under the caption “Note 8: Restructuring charges” of17: Business Segment Information” in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.


SEGMENT RESULTS

Additional financialreport, where information regarding revenue for our business segments appears under the caption “Note 16: Business segment information” of the Notes to Consolidated Financial Statements appearing in Item 8 of this report.product and service offerings can also be found.

Small Business ServicesPayments

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 Payments segment were as follows:
(in thousands)20232022Change
Total revenue$690,704 $678,580 1.8%
Adjusted EBITDA152,798 144,605 5.7%
Adjusted EBITDA margin22.1 %21.3 %0.8 pt.
        Change
(in thousands) 2017 2016 2015 2017 vs. 2016 2016 vs. 2015
Total revenue $1,239,739
 $1,195,743
 $1,151,916
 3.7% 3.8%
Operating income 182,807
 208,789
 203,933
 (12.4%) 2.4%
Operating margin 14.7% 17.5% 17.7% (2.8) pt. (0.2) pt.

The increase in total revenue for 2017,2023, as compared to 2016,2022, was due to an increase in merchant services revenue of 4.8%, driven by incrementalstrong merchant fees and volume. Treasury management revenue was flat year-over-year as price increases in response to the inflationary environment were offset by the impact of non-recurring revenue in the prior year and continued demand softness for lockbox services. For 2024, we expect mid-single digit percentage revenue growth for this segment.

The increase in adjusted EBITDA for 2023, as compared to 2022, was primarily driven by the revenue growth in merchant services, benefits from acquired businesses of approximately $56.0 million,operational improvements across our lockbox sites, and price increases in response to the inflationary environment. These increases in adjusted EBITDA were partially offset by continued information technology investments and inflationary pressures on labor costs, as well as the benefit of price increases. Information aboutlower lockbox services volume. For 2024, we expect adjusted EBITDA margin to continue in the low to mid 20% range.

Data Solutions

Results for 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 revenueData Solutions segment were partially offset by lower order volume, primarily related to checks, forms and accessories, as check and forms usage continues to decline, as well as the strategic decision to eliminate low margin business.follows:

(in thousands)20232022Change
Total revenue$238,817 $267,525 (10.7%)
Adjusted EBITDA55,700 68,214 (18.3%)
Adjusted EBITDA margin23.3 %25.5 %(2.2) pt.

The decrease in operating income and operating margintotal revenue for 2017,2023, as compared to 2016,2022, was primarilydriven by the business exits discussed in Executive Overview, which resulted in a reduction in revenue of approximately $38 million for 2023. In addition, revenue from our North American web hosting business prior to the divestiture declined due to pre-tax asset impairment charges of $54.9 million related to goodwill, the discontinued NEBS trade name, a small business distributor that was sold during the second quarter of 2017, and other non-current assets, primarily internal-use software. These charges reduced operating margin 4.4 points for 2017. Further information regarding these charges can be found under the caption "Note 7: Fair value measurements" of the Notes to Consolidated Financial Statements appearing in Item 8 of this report. In addition, operating income was impacted by lower order volume for checks, forms and accessories; investments in various revenue growth opportunities, including marketing investments and higher financial institution commission rates; higher incentive compensation expense; and increased material and delivery rates.continuing customer churn. Partially offsetting these decreases in operating income were price increasesrevenue was an increase in data-driven marketing revenue of $15 million for 2023, as demand increased for our marketing services in support of banks attracting low-cost deposits and benefitsexpansion of business banking account offerings. This increase was partially offset by the impact of certain of our cost reduction initiatives,customer's marketing campaigns being pulled into the fourth quarter of 2022. For 2024, we expect that revenue will decline approximately $27 million as a result of the business exits and that the remainder of the business will deliver mid-single digit percentage revenue growth.

The decrease in adjusted EBITDA for 2023, as compared to 2022, was driven by the business exits discussed under Executive Overview, which reduced adjusted EBITDA by approximately $13 million for 2023, as well as gainsthe decrease in North American web hosting revenue prior to the divestiture. These decreases in adjusted EBITDA were partially offset by the growth in data-driven marketing and the benefit of $8.7various cost reduction actions. Adjusted EBITDA margin decreased for 2023, as compared to 2022, as the shift toward data-driven marketing revenue was offset by expense management. For 2024, we expect that adjusted EBITDA will decline approximately $9 million fromdue to business exits, and we expect that adjusted EBITDA margin will be in the sale of businesseslow 20% range.

Promotional Solutions

Results for our Promotional Solutions segment were as follows:
(in thousands)20232022Change
Total revenue$541,650 $562,917 (3.8%)
Adjusted EBITDA80,751 79,549 1.5%
Adjusted EBITDA margin14.9 %14.1 %0.8 pt.

32


The decrease in 2017. Further information regardingtotal revenue for 2023, as compared to 2022, was driven primarily by the continuing secular decline in business forms and some accessories and some demand softness in our distributor network. Additionally, the business sales can be foundexits discussed 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 businessesExecutive Overview resulted in a slight increaserevenue decline of approximately $13 million for 2023. Partially offsetting these decreases in operating income for 2017, including acquisition-related amortization, but resultedrevenue was the impact of price increases in response to the inflationary environment, new clients and relationship expansion with existing clients. For 2024, we expect a 0.9 point decrease in operating margin for 2017.low to mid single digit percentage revenue decline.

The increase in total revenueadjusted EBITDA for 2016,2023, as compared to 2015,2022, was driven primarily 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.cost reduction actions. 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 initiativeswe are taking a more focused approach and lower incentive compensation expense.targeting products with better margins. Partially offsetting these increases in operating incomeadjusted EBITDA were inflationary pressures on materials and delivery, the continuing secular decline in business forms and some accessories, and some demand softness in our distributor network. Adjusted EBITDA margin increased delivery ratesfor 2023, as compared to 2022, as price increases, the benefit of cost reduction actions and material costs in 2016, higher medical costs and an increase in commission expense of approximately $2.0 million due primarily to increased financial institution commission rates. Whileour focus on products with better margins more than offset the impact of acquired businesses was slightly positiveinflationary pressures. For 2024, we expect the adjusted EBITDA margin percentage to operating income for 2016, operating margin decreased 1.1 points for 2016 due to acquired businesses.



Financial Services

remain in the mid-teens.
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.
Checks

Results for thisour Checks segment were as follows:
       Change
(in thousands) 2017 2016 2015 2017 vs. 2016 2016 vs. 2015
(in thousands)
(in thousands)
Total revenue $585,275
 $499,976
 $455,390
 17.1% 9.8%
Operating income 101,644
 106,820
 91,539
 (4.8%) 16.7%
Operating margin 17.4% 21.4% 20.1% (4.0) pt. 1.3 pt.
Total revenue
Total revenue
Adjusted EBITDA
Adjusted EBITDA
Adjusted EBITDA
Adjusted EBITDA margin
Adjusted EBITDA margin
Adjusted EBITDA margin

The increase in revenue for 2017, as compared to 2016, was driven by growth in MOS revenue of approximately $106.0 million, primarily from incremental revenue from acquired businesses of approximately $117.0 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 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. In addition, revenue benefited from price increases. Partially offsetting these revenue increases was lower check order volume due to the continued decline in check usage, as well as the impact of continued pricing allowances.

The decrease in operating income and operating margintotal revenue for 2017,2023, as compared to 2016,2022, was driven primarily dueby the continuing secular decline in overall check volumes, partially offset by price increases in response to the impact of lowerinflationary environment. For 2024, we expect the percentage revenue decline to be in the low to mid single digits, consistent with our long-term expectations.

Adjusted EBITDA for 2023 was flat as compared to 2022, as the secular decline in overall check order volume; continued pricing allowances; higher incentive compensation expense; increasedvolumes and inflationary pressures on delivery and material rates; and the decline in Deluxe Rewards revenue. Partially offsetting these decreases in operating incomematerials were offset by price increases and the benefit of our continuing cost reduction initiatives. While acquired businesses contributed approximately $7.0 million to operating income in 2017, including acquisition-related amortization, operatingsaving actions. Adjusted EBITDA margin decreased 3.0 points for 2017 due to acquired businesses.

The increase in revenue for 2016,2023 increased as compared to 2015, was driven2022, as inflationary cost pressures were more than offset 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” 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 increases was lower check order volume due to the continued decline in check usage, as well as the impact of continued pricing allowances.

The increase in operating income and operating margin for 2016, as compared to 2015, was primarily due to previous price increases, the benefit of our continuingthe pricing and cost reduction initiatives, compensation expensesaving actions. For 2024, we expect adjusted EBITDA margin to remain in 2015 of approximately $4.0 million for an earn-out agreement related 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 opportunities and increased delivery, material and medical costs 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 mid 40% range.
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
CASH FLOWS AND LIQUIDITY

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 decrease 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.

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 decrease in operating income and operating margin for 2016, as compared to 2015, was due primarily to lower order volume and increased delivery rates and material costs in 2016. These decreases in operating income were partially offset by benefits from our cost reduction initiatives, including lower advertising expense, as well as higher revenue per order.


CASH FLOWS AND LIQUIDITY

As of December 31, 2017,2023, we held cash and cash equivalents of $59.2$72.0 million,. as well as restricted cash and restricted cash equivalents included in funds held for customers and in other non-current assets of $386.1 million. The following table shows our cash flow activity for the last 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
(in thousands) 2017 2016 2015 2017 vs. 2016 2016 vs. 2015
Net cash provided by operating activities $338,431
 $319,312
 $309,631
 $19,119
 $9,681
Net cash used by investing activities (180,891) (310,786) (251,140) 129,895
 (59,646)
Net cash (used) provided by financing activities (176,949) 4,275
 (48,387) (181,224) 52,662
Effect of exchange rate change on cash 2,075
 1,346
 (9,218) 729
 10,564
Net change in cash and cash equivalents $(17,334) $14,147

$886
 $(31,481) $13,261


(in thousands)20232022Change
Net cash provided by operating activities$198,367 $191,531 $6,836 
Net cash used by investing activities(43,305)(80,325)37,020 
Net cash used by financing activities(37,679)(48,601)10,922 
Effect of exchange rate change on cash, cash equivalents, restricted cash and restricted cash equivalents3,235 (10,681)13,916 
Net change in cash, cash equivalents, restricted cash and restricted cash equivalents$120,618 $51,924 $68,694 
Free cash flow(1)
$97,620 $86,933 $10,687 
The $19.1 million increase in net
(1) See Reconciliation of Non-GAAP Financial Measures within the Consolidated Results of Operations section, which defines and illustrates how we calculate free cash flow.

Cash provided by operating activities for 2017,2023 increased $6.8 million as compared to 2016, was primarily due to cash generated2022, driven by operations, an $11.6positive changes in working capital, pricing and cost saving actions, and a decrease of $9.5 million decrease in payments for incentive compensation and the payment in 2016 of an incentivecloud computing implementation costs related to a 2013 acquisition. Thesethe implementation of our financial management system, which was completed in early 2023. Growth in data-driven marketing and merchant services revenue also contributed to the increase in operating cash flow. Partially offsetting these increases in netoperating cash provided byflow was a $28.4 million increase in interest payments as a result of rising interest rates, as well as a $9.5 million increase in employee bonus payments related to our 2022 operating activities were partially offset byperformance and a $27.6$9.3 million increase in income tax payments as well as higher contract acquisition payments.

The $9.7 million increasedriven, in net cash providedlarge part, by operating activities for 2016, as compared to 2015, was primarily due to stronger operating performance and a $13.7 million decrease in incomethe timing of our federal tax payments. These increasesOperating cash flow was also negatively impacted by the continuing secular decline in net cash provided by operating activities were partially offset by a $10.3 million increase in contract acquisition payments, a $7.5 million increase in medical benefit paymentschecks, business forms and certain Promotional Solutions business accessories, inflationary pressures on hourly wages, materials and delivery, and the payment in 2016impact of a $5.4 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.business exits.
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Included in net cash provided by operating activities were the following operating cash outflows:

        Change
(in thousands) 2017 2016 2015 2017 vs. 2016 2016 vs. 2015
Income tax payments $124,878
 $97,309
 $110,999
 $27,569
 $(13,690)
Medical benefit payments(1)
 38,806
 35,217
 27,764
 3,589
 7,453
Contract acquisition payments 27,079
 23,068
 12,806
 4,011
 10,262
Incentive compensation payments(2)
 21,174
 32,792
 31,046
 (11,618) 1,746
Interest payments 19,465
 20,975
 24,286
 (1,510) (3,311)
Severance payments 6,981
 5,938
 5,172
 1,043
 766
Incentive payment related to previous acquisition 
 5,434
 
 (5,434) 5,434

(in thousands)20232022Change
Interest payments$115,556 $87,108 $28,448 
Income tax payments47,945 38,629 9,316 
Performance-based compensation payments(1)
44,483 34,972 9,511 
Prepaid product discount payments28,535 30,603 (2,068)
Severance payments16,942 9,973 6,969 
Payments for cloud computing arrangement implementation costs9,118 18,649 (9,531)
(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) (1) Amounts reflect paymentscompensation based on total company and segment performance.

Net cash used by investing activities in 2017for 2023 was $129.9$37.0 million lower than in 2016,2022, driven primarily by a decrease in payments for acquisitions of $131.7 million. In 2017, we made aggregate payments for acquisitions of $139.2$28.4 million net of cash acquired, compared to aggregate payments for acquisitions of $270.9 million in 2016, net of cash acquired. Information regarding our acquisitions can be found under the caption “Note 5: Acquisitions” of the Notes to Consolidated Financial Statements appearing in the Item 8 of this report.

Net cash used by investing activities in 2016 was $59.6 million higher than in 2015, driven primarily by an increase in payments for acquisitionsproceeds from sales 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 regarding our acquisitions can be found under the caption “Note 5: Acquisitions” of the Notes to Consolidated Financial Statements appearing in the Item 8 of this report.businesses and long-lived assets.

Net cash used by financing activities for 2023 was $10.9 million lower than 2022, driven by the net change in 2017 was $181.2 millioncustomer funds obligations in each period, partially offset by higher thanpayments of debt during 2023 enabled, in 2016, due primarily to a net increase in payments on long-term debt of $168.0 million, a $9.8 million increase in share repurchases and a $3.8 million increase in employee taxes paid for shares withheld related to stock-based compensation activity.part, by the proceeds received from business exits during 2023.

Net cash provided by financing activities 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.

Significant cash transactions, excluding those related to operating activities, for each period were as follows:
        Change
(in thousands) 2017 2016 2015 2017 vs. 2016 2016 vs. 2015
Payments for acquisitions, net of cash acquired $(139,223) $(270,939) $(212,990) $131,716
 $(57,949)
Payments for common shares repurchased (65,000) (55,224) (59,952) (9,776) 4,728
Cash dividends paid to shareholders (58,098) (58,720) (59,755) 622
 1,035
Net change in debt (51,165) 116,811
 65,938
 (167,976) 50,873
Purchases of capital assets (47,450) (46,614) (43,261) (836) (3,353)
Proceeds from issuing shares under employee plans 9,033
 9,114
 5,895
 (81) 3,219

(in thousands)20232022Change
Purchases of capital assets$(100,747)$(104,598)$3,851 
Net change in debt(55,188)(40,613)(14,575)
Cash dividends paid to shareholders(53,325)(52,647)(678)
Net change in customer funds obligations79,063 56,426 22,637 
Proceeds from sale of businesses and long-lived assets53,635 25,248 28,387 
We anticipate that net
In assessing our cash provided byneeds, we must consider our debt service requirements, lease obligations, other contractual commitments and contingent liabilities. Information regarding the maturities of our long-term debt, our operating activities willand finance lease obligations and contingent liabilities can be between $360.0 millionfound under the captions "Note 13: Debt," "Note 14: Leases" and $380.0 million"Note 15: Other Commitments and Contingencies," all of which appear in 2018, comparedthe Notes to $338.4 millionConsolidated Financial Statements appearing in 2017, driven by stronger operating performancePart II, Item 8 of this report. In addition, we have executed contracts with third-party service providers, primarily for information technology services, including cloud computing and a decrease in income tax payments of approximately $25.0 million driven primarily by the Tax Cuts and Jobs Act of 2017, partially offset by higher interest and medical payments. We anticipate that net cash generated by operating activities in 2018, along with availability underprofessional services agreements related to our revolving credit facility, will be utilized for dividend payments, capital expenditures of approximately $55.0 million, and required debt principal and interest payments,various restructuring initiatives, as well as likely acquisitions. We intendagreements for outsourced services, the purchase of data, and payment acceptance services. These contracts obligate us to focus our capital spending on key revenue growth initiativespay approximately $230 million in total, with approximately $100 million due during 2024, $50 million due during 2025 and investments in order fulfillment and information technology infrastructure. the remainder due through 2028.

As of December 31, 2017, $101.62023, $240.5 million was available for borrowing under our revolving credit facility. To the extent we generate excessWe anticipate that net 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 ofgenerated by operations, along with 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 cashon hand 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, will be sufficient to support our operations, in 2018, including dividend payments, capital expenditures, requiredour contractual obligations and our debt principal and interest payments, and periodic share repurchases,service requirements, for the next 12 months, as well as likely acquisitions.our long-term capital requirements. We also believeanticipate that we have accesswill continue to capital markets should additional cash be necessarypay our regular quarterly dividend. However, dividends are approved by our board of directors each quarter and thus, are subject to fund acquisitions that exceed amounts available underchange.

CAPITAL RESOURCES

The principal amount of our credit facility. Asdebt obligations was $1.60 billion 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 facility2023 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.


CAPITAL RESOURCES

Our total debt was $709.3 million$1.66 billion as of December 31, 2017, a decrease of $49.3 million from December 31, 2016.2022. Further information concerning our outstanding debt, including our debt service obligations, can be found under the caption "Note 13: Debt and lease obligations” ofDebt” 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.
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Our capital structure for each period was as follows:
 December 31, 2023December 31, 2022 
(in thousands)AmountPeriod-end interest rateAmountPeriod-end interest rateChange
Fixed interest rate(1)
$1,246,659 7.0 %$975,000 6.6 %$271,659 
Floating interest rate357,528 7.9 %684,375 6.6 %(326,847)
Total debt principal1,604,187 7.2 %1,659,375 6.6 %(55,188)
Shareholders’ equity604,616  604,224  392 
Total capital$2,208,803  $2,263,599  $(54,796)
  December 31, 2017 December 31, 2016  
(in thousands) Amount 
Weighted-
average interest rate
 Amount 
Weighted-
average interest rate
 Change
Fixed interest rate $1,914
 2.0% $1,685
 2.0% $229
Floating interest rate 707,386
 3.0% 756,963
 2.2% (49,577)
Total debt 709,300
 3.0% 758,648
 2.2% (49,348)
Shareholders’ equity 1,015,013
  
 880,970
  
 134,043
Total capital $1,724,313
  
 $1,639,618
  
 $84,695


During 2017, we repurchased a total of 0.9 million shares(1) The fixed interest rate amount includes the amount of our common stock for $65.0 million. We had anvariable-rate debt that is subject to interest rate swap agreements. The related interest rate includes the fixed rate under the swaps plus the credit facility spread due on all amounts outstanding authorization fromunder our credit facility.

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. We have not repurchased any shares under this authorization since the first quarter of 2020. As of December 31, 2023, $287.5 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, we had a $525.0 million2023, total commitments under our revolving credit facility that matures in February 2019.were $500.0 million. Our quarterly commitment fee ranges from 0.20%0.25% to 0.40%0.35%, based on our total 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 controlratio, as defined in the credit agreement. The agreement also contains financialFurther information regarding the terms and maturities of our debt, as well as our debt covenants, regarding our leverage ratio, interest coverage and liquidity.can be found under the caption "Note 13: Debt" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. We were in compliance with allour debt covenants as of December 31, 2017,2023, and we expect toanticipate that we will 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 2018.2024.


As of December 31, 2017,2023, amounts were available for borrowing under our revolving credit facility as follows:
(in thousands)Total available
Revolving credit facility commitment$525,000
Amount drawn on revolving credit facility(413,000)
Outstanding letters of credit(1)
(10,361)
Net available for borrowing as of December 31, 2017$101,639

(in thousands)Total available
Revolving credit facility commitment$500,000 
Amount drawn on revolving credit facility(252,000)
Outstanding letters of credit(1)
(7,486)
Net available for borrowing as of December 31, 2023$240,514 

(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: Supplemental balance sheet and cash flow information" of the Notes to Consolidated Financial Statements appearing in Item 8 of this report.

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

Contract acquisition costs – Other non-current assets include contract acquisition costs of our Financial Services segment. These costs, which are essentially pre-paid product discounts, are recorded as non-current assets upon contract execution and are amortized, generally on the straight-line basis, as reductions of revenue over the related contract term. Changes in contract acquisition costs during the past 3 years 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. Cash payments made for contract acquisition costs were $27.1 million for 2017, $23.1 million for 2016 and $12.8 million for 2015. We anticipate cash payments of approximately $27.0 million in 2018.

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 acquisition payments and the amount of the payments has fluctuated from year to year. Although we anticipate that we will selectively continue to make contract acquisition payments, we cannot quantify future amounts with certainty. The amount paid depends on numerous factors, including 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 payments are recorded upon contract execution. These obligations are monitored for each contract and are adjusted as payments are made. Contract acquisition payments due within the next year are included in accrued liabilities in our consolidated balance sheets. These accruals were $11.7 million as of December 31, 2017 and $12.4 million as of December 31, 2016. Accruals for contract acquisition payments included in other non-current liabilities in our consolidated balance sheets were $21.7 million as of December 31, 2017 and $29.9 million as of December 31, 2016.

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. Further information regarding our environmental liabilities, as well as liabilities related to self-insurance and litigation, can be found under the caption “Note 14: Other commitments and contingencies” of the Notes to Consolidated Financial Statements appearing in the 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, 2017, 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.

Purchase obligations include amounts due under contracts with third-party service providers. These contracts are primarily for information technology services and Direct Checks direct mail advertising 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 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 million as of December 31, 2017.

Of the $52.2 million reported as other non-current liabilities in our consolidated balance sheet as of December 31, 2017, $20.1 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 million as of December 31, 2017, excluding tax benefits of deductible interest and the federal benefit of deductible state income tax.
A portion of the amount due under our deferred compensation plan – Under this plan, some employees may begin receiving payments upon the termination of employment or disability, and we cannot predict when these events will occur. As such, $3.4 million of our deferred compensation liability as of December 31, 2017 is excluded from the obligations shown in the table above.
Other non-current liabilities which are not settled in cash, such as deferred revenue and incentive compensation that will be settled by issuing shares of our common stock.

The table of contractual obligations does not include the following:

Benefit payments for our postretirement benefit plan – We have the option of paying benefits from the accumulated assets of the plan or from the general funds of the company. Additionally, we expect the plan assets to earn income over time. As such, we cannot predict when or if payments from our general funds will be required. We anticipate that we will utilize plan assets to pay a majority of our benefits during 2018. Our postretirement benefit plan was overfunded $39.8 million as of December 31, 2017.
Income tax payments, which are dependent upon our taxable income.


CRITICAL ACCOUNTING POLICIES

Our critical accounting policiesestimates 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's Our 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” ofAccounting Policies” in 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 auditAudit and Finance committee of our board of directors at the end of each quarter prior to the public release of our financial results.

Income Taxes
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Revenue Recognition

Product revenue is recognized when control of the goods is transferred to our 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 recognize the vast majority of our service revenue as the 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. Certain 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 revenue. Amounts billed to customers for shipping and handling are included in revenue, while the related costs incurred for shipping and handling are reflected in cost of products and are accrued when the related revenue is recognized.

When preparinganother party is involved in providing goods or services to a customer, we must determine whether our consolidatedobligation 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. We sell certain products and services through a network of distributors. We have determined that we are the principal in these transactions, and revenue is recorded for the gross amount of consideration.

Certain costs incurred to obtain customer 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 costs related to obtaining check supply, treasury management solution and merchant services contracts. These amounts, which totaled $21.1 million as of December 31, 2023, are included in other non-current assets and are amortized on the straight-line basis as SG&A expense. Amortization of these amounts on the straight-line basis approximates the timing of the transfer of goods or services to the customer. Generally, these amounts are being amortized over periods of 2 to 5 years. We expense these costs as incurred when the amortization period would have been 1 year or less.

Accounting for customer contracts can be complex and may involve the use of various techniques to estimate total contract revenue. Estimates related to variable consideration are based on various assumptions to project the outcome of future events. We review and update our contract-related estimates regularly, and we do not anticipate that revisions to our estimates would have a material effect on our results of operations, financial statements,position or cash flows.

Goodwill Impairment

As of December 31, 2023, goodwill totaled $1.43 billion, which represented 46.4% of our total 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 information. Components of an operating segment are aggregated to form a 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. In completing the 2023 annual impairment analysis of goodwill as of July 31, 2023, we elected to perform qualitative analyses for all of our reporting units. These 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 most recent quantitative analyses completed in prior periods. 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. As such, no goodwill impairment charges were recorded as a result of our 2023 annual impairment analysis.

When performing a quantitative analysis of goodwill, we first compare 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 utilize a discounted cash flow model to calculate the estimated fair value of 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
36


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. The 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 our income taxes in eacha number of factors, including revenue growth rates, terminal growth rates, direct costs, 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,discount rate 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 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, or the allocation of income among tax jurisdictions. We recognizeshared and corporate items. When completing a quantitative analysis for all of our reporting units, the benefitssummation of tax return positions inour reporting units' fair values is compared to our consolidated fair value, as indicated by our market capitalization, to evaluate the financial statements when they are more-likely-than-not to be sustained by the taxing authorities based solely on the technical meritsreasonableness 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. calculations.

Further information regarding all of our unrecognized tax benefitsgoodwill 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 appearing in Item II, Part 8 of this report. The ultimate outcomeEvaluations of tax mattersasset 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 differvary from our estimatesassumptions. For example, if our stock price were to further decline over a sustained period, if a further downturn in economic conditions were to negatively affect our actual and assumptions. Unfavorable settlementforecasted operating results, if we were to change our business strategies and/or the allocation of any particular issue would require the use of cashresources, if we were to lose significant customers, if competition were to materially increase, or if order volume declines for checks and business forms were to materially accelerate, these situations 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 includedindicate 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 recognizeddecline in the period in which the law is enacted. As such, this legislation resulted in a net benefitfair value 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 measurementone or more of our deferred tax balances and the amount of the toll charge liability, and ultimately causereporting units. This may require 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 potentialrecord additional impairment charges for technical corrections to the 2017 Act, could have a material impact on our effective tax rate in future periods.portion of goodwill or other assets.



In order to complete our accountingAs discussed under Executive Overview, during 2023, we executed agreements allowing for the 2017 Act, which we expectconversion of our U.S. and Canadian payroll and human resources services customers to finalize by the fourth quarterother service providers. These businesses comprise a reporting unit that had a goodwill balance 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$7.7 million 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 recognized2023. We evaluated this goodwill 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. Asimpairment as of December 31, 2017, the amount of cash2023, 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.our quantitative analysis, we concluded that it was not impaired as of that date. In conjunction with our phased transition out of these businesses, we expect that this goodwill will be fully impaired in 2024, at the point when the remaining cash flows generated by these businesses in 2024 no longer support the carrying value of the reporting unit.

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 CombinationsRevenue Recognition

We allocate the purchase price of acquired businesses to the estimated fair valuesProduct revenue is recognized when control of the assets acquired and liabilities assumedgoods is transferred to our 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 recognize the vast majority of our service revenue as the services are provided. The majority 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 plansour contracts are for the combined entity. We may also engage independent valuation specialists, when necessary, to assistshipment 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. Certain of our financial institution contracts require prepaid product discounts in the fair value calculations for significant acquired long-lived assets.

Weform 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 estimate the fair valueamortized as reductions 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 brand 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 and estimated customer retention rates based on the acquirees' historical information. The fair value of acquired technologystraight-line basis over the contract term. Sales tax collected concurrent with revenue-producing activities is estimated, at times, usingexcluded from revenue. Amounts billed to customers for shipping and handling are included in revenue, while the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the technology. Assumed royalty ratesrelated costs incurred for shipping and handling are applied to the projected revenues for the remaining useful life of the technology to estimate the royalty savings. The fair value of acquired technology may also be estimated using thereflected in cost of reproduction method under whichproducts and are accrued when the primary components ofrelated 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 technologyspecified good or service itself (i.e., we are identified and the estimated costprincipal in the transaction) or to reproduce the technology is calculated based on historical dataarrange for that good or service to be provided by the acquirees. We estimateother party (i.e., we are an agent in the fair value of liabilitiestransaction). When we are responsible 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 businessessatisfying a performance obligation, based on our most recent internal forecasts,ability to control the product or service provided, we are considered the principal and factors indicatingrevenue is recognized for the probabilitygross amount of achievingconsideration. When the forecasted results. The excess ofother party is primarily responsible for satisfying a performance obligation, we are considered the purchase price over the estimated fair value of the net assets acquiredagent and revenue 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 determinesrecognized in the amount of acquisition-related amortization expenseany fee or commission to which we will recordare entitled. We sell certain products and services through a network of distributors. We have determined that we are the principal in future periods. Each reporting period, we evaluatethese transactions, and revenue is recorded for the remaining useful livesgross amount of our amortizable intangiblesconsideration.

Certain costs incurred to determine whether eventsobtain customer contracts are required to be recognized as assets and amortized consistent with the transfer of goods or circumstances warrant a revisionservices to the remaining period of amortization.

Whilecustomer. As such, we use our best estimatesdefer costs related to obtaining check supply, treasury management solution and assumptions, our fair value estimates are inherently uncertain and subject to refinement. As a result, during the measurement period,merchant services contracts. These amounts, which may be up to one 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 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 Name

Goodwill and our indefinite-lived trade name totaled $1,150.0$21.1 million as of December 31, 2017,2023, are included in other non-current assets and are amortized on the straight-line basis as SG&A expense. Amortization of these amounts on the straight-line basis approximates the timing of the transfer of goods or services to the customer. Generally, these amounts are being amortized over periods of 2 to 5 years. We expense these costs as incurred when the amortization period would have been 1 year or less.

Accounting for customer contracts can be complex and may involve the use of various techniques to estimate total contract revenue. Estimates related to variable consideration are based on various assumptions to project the outcome of future events. We review and update our contract-related estimates regularly, and we do not anticipate that revisions to our estimates would have a material effect on our results of operations, financial position or cash flows.

Goodwill Impairment

As of December 31, 2023, goodwill totaled $1.43 billion, which represented 52.1%46.4% of our total assets. These assets areGoodwill is tested for impairment on an annual basis as of July 31, or more frequently if events occur or circumstances change that couldwould 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.

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 onea 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.

2017When completing our annual goodwill impairment analysis, – In conjunction with our annual strategic planning process during we have the third quarteroption to first assess qualitative factors to determine whether the existence of 2017, we made various changesevents or circumstances leads to our internal reporting structure. As a result, we reassessed our operating segments and determineddetermination that no changes were required in our reportable operating segments. We also reassessed our previously determined reporting units and concludedit is more likely than not that a realignmentthe fair value of a portionreporting 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. In completing the 2023 annual impairment analysis of goodwill as of July 31, 2023, we elected to perform qualitative analyses for all 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. TheThese 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 lastmost recent quantitative analysis we completed.analyses completed in prior periods. 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 exceptionamount. As such, no goodwill impairment charges were recorded as a result of our Small Business Services Safeguard reporting unit. The analysis of this reporting unit, which incorporated the results of the2023 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 and resulted in a non-cash pre-tax goodwill impairment charge of $28.4 million during the third quarter of 2017. The impairment charge was measured as the amount by which the reporting unit's carrying value exceeded its estimated fair value. Immediately subsequent to the realignment of our reporting unit structure, we completedanalysis.

When performing a quantitative analysis for all of our reporting units to which goodwill is assigned. 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 $64.0 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 date of the 2017 assessment.

In completing the quantitative analyses of goodwill, we first comparedcompare 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 orand corporate items among reporting units. In calculatingWe utilize a discounted cash flow model to calculate the estimated fair value we used the income approach. The incomeof a reporting unit. This approach is a valuation technique under which we estimatedestimate 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 projectedproject revenue and appliedapply our fixed and variable cost
36


experience rates to the projected revenue to arrive at the future cash flows. A terminal value wasis then applied to the projected cash flow stream. Future estimated cash flows wereare discounted to their present value to calculate the estimated fair value. The discount rate used wasis 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 valuevalues of aour reporting unit,units, we are required to estimate a number of factors, including projected operating results,revenue growth rates, terminal growth rates, economic conditions, anticipated future cash flows,direct costs, the discount rate 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.

2016 and 2015Further information regarding all of our goodwill impairment analyses can be found under the caption "Note 8: Fair Value Measurements" – In completingin the 2016 and 2015 annual goodwill impairment analyses, we electedNotes 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 ourConsolidated 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, 2015


indicated that the estimated fair valueStatements appearing in Item II, Part 8 of this reporting unit exceeded its carrying value by approximately 13%. 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 date of our 2016 assessment.
The qualitative analyses for our other reporting units 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 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 events 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 for 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 royalty 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 loss 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.

report. 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 differvary from our assumptions. For example, if our stock price were to further decline forover a sustained period, if a further 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 and/or the allocation of resources, if we were to lose significant customers, if competition were to materially increase, or if order volume declines for checks and business forms were to materially accelerate, these situations could indicate a decline in the fair value of one or more of our reporting units. This may require us to record anadditional impairment chargecharges for a portion of goodwill and/or our indefinite-lived trade name or other assets.

As discussed under Executive Overview, during 2023, we executed agreements allowing for the conversion of our U.S. and Canadian payroll and human resources services customers to other service providers. These businesses comprise a reporting unit that had a goodwill balance of $7.7 million as of December 31, 2023. We evaluated this goodwill for impairment as of December 31, 2023, and, based on our quantitative analysis, we concluded that it was not impaired as of that date. In conjunction with our phased transition out of these businesses, we expect that this goodwill will be fully impaired in 2024, at the point when the remaining cash flows generated by these businesses in 2024 no longer support the carrying value of the reporting unit.

Revenue Recognition

In general,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. Certain 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. We sell certain products and services through a network of 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
Certain costs incurred to obtain customer contracts are required to be recognized as assets and amortized consistent with the transfer of goods or 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;to the customer. As such, we defer costs related to obtaining check supply, treasury management solutions; financial institution customer acquisitionsolution and loyalty programs; payroll services;merchant services contracts. These amounts, which totaled $21.1 million as of December 31, 2023, are included in other non-current assets 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 revenueamortized 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 2 to 5 years. We expense these costs as incurred when the amortization period would have been 1 year or less.


Accounting for customer contracts can be complex and may involve the use of various techniques to estimate total contract revenue. Estimates related to variable consideration are based on various assumptions to project the outcome of future events. We review and update our contract-related estimates regularly, and we do not anticipate that revisions to our estimates would have a material effect on our results of operations, financial position or cash flows.
Service revenue, percentage-of-completion method
Goodwill Impairment
– A portion
As of December 31, 2023, goodwill totaled $1.43 billion, which represented 46.4% of our revenue from treasury management solutions resultstotal 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 information. Components of an operating segment are aggregated to form a 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. In completing the 2023 annual impairment analysis of goodwill as of July 31, 2023, we elected to perform qualitative analyses for all of our reporting units. These 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 most recent quantitative analyses completed in prior periods. 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. As such, no goodwill impairment charges were recorded as a result of our 2023 annual impairment analysis.

When performing a quantitative analysis of goodwill, we first compare 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 utilize a discounted cash flow model to calculate the estimated fair value of 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 saleperspective of bundled arrangements that may include hardware, softwarean unrelated market participant. Using historical trending and professional services. As these arrangements involve customizationinternal forecasting techniques, we project revenue and modificationapply our fixed and variable cost
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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. The discount rate used is the market-value-weighted average of the software, we recognize revenues from these contractsour estimated cost of capital derived 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. Estimates of total contract revenues and costs are continuously monitored during the term of the contract, and recorded revenuesboth 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 revenue growth rates, terminal growth rates, direct costs, are subject to revision as the contract progresses. Such revisions may result in increases or decreases in revenuesdiscount rate and expensesthe allocation of shared and are reflected incorporate items. When completing a quantitative analysis for all of our reporting units, the consolidated statementssummation of income in the periods in which they are first identified. Revisions to these estimates during 2017 were not significantour reporting units' fair values is compared to our consolidated resultsfair value, as indicated by our market capitalization, to evaluate the reasonableness 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.

calculations.
Contract termination payments
– At times, a financial institution client may terminate its contract with us prior to the end of the contract term. In substantiallyFurther information regarding 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.

Gross vs. net revenue recognition – Certain revenue streams require judgment to determine if revenue should be recorded 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,goodwill impairment analyses can be found under the caption “Note 12: Postretirement benefits” of"Note 8: Fair Value Measurements"in the Notes to Consolidated Financial Statements appearing in Item II, Part 8 of this report.

We recorded net postretirement benefit income Evaluations of $2.0 million for 2017, $1.8 million for 2016asset impairment require us to make assumptions about future events, market conditions and $2.7 million for 2015. Our business segments recorded postretirement benefit income in cost of revenue and in SG&A expense, based onfinancial performance over 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 sectionlife 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.asset being evaluated. These assumptions include, but are not limitedrequire 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 further downturn in economic conditions were to negatively affect our actual and forecasted operating results, if we were to change our business strategies and/or the discount rate, the expected long-term rateallocation 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 whenresources, if we complete our actuarial valuation of the plan. The effects of changeswere 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 usedlose significant customers, if competition were 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 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 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 wouldmaterially 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 provideif order volume declines for expected benefit payments. In determining this rate, we


utilize our historical returnschecks 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 marketsbusiness forms were to experiencematerially accelerate, these situations could indicate 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 one or more of our planreporting units. This may require us to record additional impairment charges for a portion of goodwill or other assets.

As discussed under Executive Overview, during 2023, we executed agreements allowing for the conversion of our U.S. and Canadian payroll and human resources services customers to other service providers. These businesses comprise a reporting unit that had a goodwill balance of $7.7 million as of December 31, 2023. We evaluated this goodwill for impairment as of December 31, 2023, and, based on our quantitative analysis, we concluded that it was not impaired as of that date. In conjunction with our phased transition out of these businesses, we expect that this goodwill will be fully impaired in 2024, at the point when the remaining cash flows generated by these businesses in 2024 no longer support the carrying value of the reporting unit.

Business Combinations

We allocate the purchase price of acquired businesses to the estimated fair values of the assets couldacquired 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 trade 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. During 2021, we also utilized the multi-period excess earnings method to estimate the fair value of acquired partner relationship intangible assets. Key assumptions used in these calculations include same-customer revenue, merchant and partner growth rates; estimated earnings; estimated customer and partner retention rates, based on the acquirees' historical 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 assets. Assumed royalty rates are applied to projected revenue for the estimated remaining useful lives of the assets 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 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.

37


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 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 different useful lives. 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 the needa higher amount assigned to contribute increased amounts of cashgoodwill. As goodwill is not amortized, this would benefit net income in a given period, although goodwill is subject to fund benefits payable under the plan. We utilized plan assets to pay a significant portion of benefits during annual impairment analysis.
2017, and we anticipate that we will utilize plan assets to pay a significant portion of benefits during 2018.

New Accounting Pronouncements

Information regarding the accounting pronouncements adopted during 2017 and those not yet adopted can be found under the caption “Note 1: Significant accounting policies” of2: New Accounting Pronouncements” in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report.



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

Interest rate 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.operations and investments. 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.

Interest is payable on amounts outstanding under our credit facility at a fluctuating rate of interest determined by reference to the Secured Overnight Financing Rate ("SOFR") plus an applicable margin ranging from 1.5% to 2.5%, depending on our total leverage ratio, as defined in the credit agreement. We also had $475.0 million of 8.0% senior, unsecured notes outstanding as of December 31, 2023. Including the related discount and debt issuance costs, the effective interest rate on these notes is 8.3%.

As of December 31, 2017,2023, our total debt outstanding was comprised of the following:as follows:
(in thousands)
Carrying amount(1)
Fair value(2)
Interest rate(3)
Senior, secured term loan facility$872,408 $877,187 6.8 %
Senior, unsecured notes468,443 424,841 8.0 %
Amounts drawn on revolving credit facility252,000 252,000 6.8 %
Total debt$1,592,851 $1,554,028 7.2 %

(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 amount has been reduced by unamortized discount and debt issuance costs of $11.3 million.

(2) For the amounts reportedoutstanding under our credit facility agreement, fair value approximates carrying value because the interest rate is variable and reflects current market rates. The fair value of the senior, unsecured notes is based on quoted prices in active markets for the identical liability when traded as an asset.

(3) The interest rate presented for total debt includes the impact of the interest rate swaps discussed below.

As part of our interest rate risk management strategy, we entered into interest rate swaps, which we designated as cash flow hedges, to mitigate variability in interest payments on a portion of our variable-rate debt. The interest rate swaps effectively convert $771.7 million of variable-rate debt to a fixed rate. Further information regarding the interest rate swaps can be found under the caption "Note 7: Derivative Financial Instruments" in the Notes to Consolidated Financial Statements appearing in Part II, Item 8 of this report. Changes in the fair value of the interest rate swaps are recorded in accumulated other comprehensive loss on 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 ourare subsequently reclassified to interest ratesexpense as interest payments are variable and reflect current market rates. Capital lease obligations are presented at their carrying amount.made on the variable-rate debt.




Amounts drawn on our revolving credit facility and our term loan facility mature in February 2019. Our capital lease obligations are due through September 2021. As our credit facility matures in February 2019, we expect that we will enter into a new credit facility agreement in the first half of 2018.

Based on the daily average amount of variable-rate debt outstanding variable rate debt in our portfolio,as of December 31, 2023, a one-percentage-pointone percentage point change in ourthe weighted-average interest ratesrate would have resultedresult in a$7.5 million change in interest expense forof approximately $4 million in 2024.

Our credit agreement matures on June 1, 2026, at which time any amounts outstanding under the revolving credit facility must be repaid. The term loan facility requires periodic principal payments through June 1, 2026, and the senior, unsecured notes mature in June 2029. Information regarding the maturities of our long-term debt can be found under the caption "Note 13: Debt" in the Condensed Notes to Unaudited Consolidated Financial Statements appearing in Part I, Item 1 of this report.

38


Foreign currency exchange rate risk 2017.

We are exposed to changes in foreign currency exchange rates. Investments in, and 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.

39


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

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

ItemPage
Notes to Consolidated Financial Statements:
40



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, 20172023 and 2016,2022, and the related consolidated statements of income, of comprehensive income, shareholders’of shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2017,2023, 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, 2017,2023, 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, 20172023 and 2016, 2022, and the results of theirits operations and theirits cash flows for each of the three years in the period ended December 31, 20172023 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, 2017,2023, based on criteria established in Internal Control - Integrated Framework(2013)issued by the COSO.

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
41


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.

Revenue Recognition

As described in Notes 1 and 17 to the consolidated financial statements, product and service revenue of $1,258 million and $935 million, respectively, for the year ended December 31, 2023, are disaggregated by seven product and service offerings including checks, merchant services and other payment solutions, marketing and promotional solutions, forms and other products, treasury management solutions, data-driven marketing solutions, and web and hosted solutions. Product revenue is recognized when control of the goods is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods. In most cases, control is transferred when products are shipped. The Company recognizes the vast majority of service revenue as services are provided. The majority of the Company’s 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.

The principal consideration for our determination that performing procedures relating to revenue recognition is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition.

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 the revenue recognition process. These procedures also included, among others, testing, on a sample basis, whether the criteria for revenue recognition have been met by obtaining and inspecting source documents, including customer order information, the related customer contract, invoices, proof of shipment or delivery and cash receipts, as applicable.


/s/ PricewaterhouseCoopers LLP
Minneapolis, Minnesota
February 23, 2018

22, 2024

We have served as the Company’s auditor since 2001.
42


DELUXE CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share par value)December 31,
2023
December 31,
2022
ASSETS  
Current assets:  
Cash and cash equivalents, including securities carried at fair value of $22,000 and $5,000, respectively$71,962 $40,435 
Trade accounts receivable, net of allowance for credit losses191,005 206,617 
Inventories and supplies, net of reserve42,088 52,267 
Funds held for customers, including securities carried at fair value of $8,126 as of December 31, 2022383,134 302,291 
Prepaid expenses30,116 36,642 
Revenue in excess of billings26,107 38,761 
Other current assets16,576 27,024 
Total current assets760,988 704,037 
Deferred income taxes8,694 1,956 
Long-term investments61,924 47,783 
Property, plant and equipment, net of accumulated depreciation116,539 124,894 
Operating lease assets58,961 47,132 
Intangibles, net of accumulated amortization391,744 458,979 
Goodwill1,430,590 1,431,385 
Other non-current assets251,182 260,354 
Total assets$3,080,622 $3,076,520 
LIABILITIES AND SHAREHOLDERS’ EQUITY  
Current liabilities:  
Accounts payable$154,863 $157,055 
Funds held for customers386,622 305,138 
Accrued liabilities191,427 218,404 
Current portion of long-term debt86,153 71,748 
Total current liabilities819,065 752,345 
Long-term debt1,506,698 1,572,528 
Operating lease liabilities58,840 48,925 
Deferred income taxes22,649 45,510 
Other non-current liabilities68,754 52,988 
Commitments and contingencies (Notes 10, 14 and 15)
Shareholders’ equity:  
Common shares $1 par value (authorized: 500,000 shares; outstanding: December 31, 2023 – 43,743; December 31, 2022 – 43,204)43,743 43,204 
Additional paid-in capital99,141 79,234 
Retained earnings491,238 518,635 
Accumulated other comprehensive loss(30,028)(37,264)
Non-controlling interest522 415 
Total shareholders’ equity604,616 604,224 
Total liabilities and shareholders’ equity$3,080,622 $3,076,520 


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

  December 31,
2017
 December 31,
2016
ASSETS    
Current assets:    
Cash and cash equivalents $59,240
 $76,574
Trade accounts receivable, net of allowances for uncollectible accounts 149,844
 152,649
Inventories and supplies 42,249
 40,182
Funds held for customers 86,192
 87,823
Other current assets 55,441
 41,002
Total current assets 392,966
 398,230
Deferred income taxes 1,428
 1,605
Long-term investments 42,607
 42,240
Property, plant and equipment, net of accumulated depreciation 84,638
 86,896
Assets held for sale 12,232
 14,568
Intangibles, net of accumulated amortization 384,266
 409,781
Goodwill 1,130,934
 1,105,956
Other non-current assets 159,756
 125,062
Total assets $2,208,827
 $2,184,338
     
LIABILITIES AND SHAREHOLDERS’ EQUITY  
  
Current liabilities:  
  
Accounts payable $104,477
 $106,793
Accrued liabilities 277,253
 273,049
Long-term debt due within one year 44,040
 35,842
Total current liabilities 425,770
 415,684
Long-term debt 665,260
 722,806
Deferred income taxes 50,543
 85,172
Other non-current liabilities 52,241
 79,706
Commitments and contingencies (Notes 9, 13 and 14) 


 


Shareholders’ equity:  
  
Common shares $1 par value (authorized: 500,000 shares; outstanding: December 31, 2017 – 47,953; December 31, 2016 – 48,546) 47,953
 48,546
Retained earnings 1,004,657
 882,795
Accumulated other comprehensive loss (37,597) (50,371)
Total shareholders’ equity 1,015,013
 880,970
Total liabilities and shareholders’ equity $2,208,827
 $2,184,338

See Notes to Consolidated Financial Statements

43

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



  Year Ended December 31,
  2017 2016 2015
Product revenue $1,469,854
 $1,472,882
 $1,451,994
Service revenue 495,702
 376,180
 320,823
Total revenue 1,965,556
 1,849,062
 1,772,817
Cost of products (529,088) (534,390) (526,307)
Cost of services (213,002) (132,851) (112,902)
Total cost of revenue (742,090) (667,241) (639,209)
Gross profit 1,223,466
 1,181,821
 1,133,608
Selling, general and administrative expense (828,832) (805,970) (774,859)
Net restructuring charges (8,562) (7,124) (4,418)
Asset impairment charges (54,880) 
 
Operating income 331,192

368,727
 354,331
Loss on early debt extinguishment 
 (7,858) (8,917)
Interest expense (21,359) (22,302) (20,299)
Other income 2,994
 1,819
 2,832
Income before income taxes 312,827
 340,386
 327,947
Income tax provision (82,672) (111,004) (109,318)
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
DELUXE CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
Year Ended December 31,
(in thousands, except per share amounts)202320222021
Product revenue$1,257,600 $1,286,197 $1,244,529 
Service revenue934,660 951,813 777,668 
Total revenue2,192,260 2,238,010 2,022,197 
Cost of products(486,029)(470,237)(450,880)
Cost of services(543,548)(561,879)(433,390)
Total cost of revenue(1,029,577)(1,032,116)(884,270)
Gross profit1,162,683 1,205,894 1,137,927 
Selling, general and administrative expense(956,068)(993,250)(941,023)
Restructuring and integration expense(78,245)(62,529)(54,750)
Gain on sale of businesses and long-lived assets32,421 19,331 — 
Operating income160,791 169,446 142,154 
Interest expense(125,643)(94,454)(55,554)
Other income, net4,651 9,386 7,203 
Income before income taxes39,799 84,378 93,803 
Income tax provision(13,572)(18,848)(31,031)
Net income26,227 65,530 62,772 
Net income attributable to non-controlling interest(107)(135)(139)
Net income attributable to Deluxe$26,120 $65,395 $62,633 
Basic earnings per share$0.60 $1.52 $1.48 
Diluted earnings per share0.59 1.50 1.45 

See Notes to Consolidated Financial Statements


44

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 INCOME
Year Ended December 31,
(in thousands)202320222021
Net income$26,227 $65,530 $62,772 
Other comprehensive income (loss), net of tax:
Postretirement benefit plans:
Net actuarial gain (loss) arising during the year6,263 (11,235)6,194 
Less reclassification of amounts to net income:
Amortization of prior service credit(1,037)(1,042)(1,050)
Amortization of net actuarial loss1,822 836 1,381 
Postretirement benefit plans7,048 (11,441)6,525 
Interest rate swaps:
Unrealized (loss) gain arising during the year(524)4,869 2,067 
Reclassification of realized (gain) loss to net income(2,355)(15)1,023 
Interest rate swaps(2,879)4,854 3,090 
Debt securities:
Unrealized holding loss arising during the year(183)(571)(254)
Reclassification of realized loss to net income1,092 — 
Debt securities909 (565)(254)
Foreign currency translation adjustment:
Unrealized foreign currency translation gain (loss) arising during the year1,295 (4,170)580 
Reclassification of foreign currency translation loss to net income863 5,550 — 
Foreign currency translation adjustment2,158 1,380 580 
Other comprehensive income (loss)7,236 (5,772)9,941 
Comprehensive income33,463 59,758 72,713 
Comprehensive income attributable to non-controlling interest(107)(135)(139)
Comprehensive income attributable to Deluxe$33,356 $59,623 $72,574 
Income tax (expense) benefit of other comprehensive income (loss) included in above amounts:
Postretirement benefit plans:
Net actuarial gain (loss) arising during the year$(2,298)$4,090 $(2,186)
Less reclassification of amounts to net income:
Amortization of prior service credit384 379 371 
Amortization of net actuarial loss(451)(64)(248)
Postretirement benefit plans(2,365)4,405 (2,063)
Interest rate swaps:
Unrealized (loss) gain arising during the year194 (1,771)(731)
Reclassification of realized (gain) loss to net income872 (361)
Interest rate swaps1,066 (1,766)(1,092)
Debt securities:
Unrealized holding loss arising during the year63 197 88 
Reclassification of realized loss to net income(376)(2)— 
Debt securities(313)195 88 
Total net tax (expense) benefit$(1,612)$2,834 $(3,067)

See Notes to Consolidated Financial Statements

45

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



  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
Net income 
 
 
 218,629
 
 218,629
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)
Common shares issued 641
 641
 17,144
 
 
 17,785
Common shares repurchased (901) (901) (15,203) (39,120) 
 (55,224)
Other common shares retired (213) (213) (13,427) 
 
 (13,640)
Fair value of share-based compensation 
 
 11,486
 
 
 11,486
Other comprehensive income 
 
 
 
 4,832
 4,832
Balance, December 31, 2016 48,546
 48,546
 
 882,795
 (50,371) 880,970
Net income 
 
 
 230,155
 
 230,155
Cash dividends 
 
 
 (58,103) 
 (58,103)
Common shares issued 558
 558
 16,334
 
 
 16,892
Common shares repurchased (924) (924) (13,886) (50,190) 
 (65,000)
Other common shares retired (227) (227) (16,369) 
 
 (16,596)
Fair value of share-based compensation 
 
 13,921
 
 
 13,921
Other comprehensive income 
 
 
 
 12,774
 12,774
Balance, December 31, 2017 47,953
 $47,953
 $
 $1,004,657
 $(37,597) $1,015,013
DELUXE CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(in thousands)Common shares
Common shares par value
Additional paid-in capitalRetained earningsAccumulated other comprehensive lossNon-controlling interestTotal
Balance, December 31, 202041,973 $41,973 $17,558 $495,153 $(41,433)$141 $513,392 
Net income— — — 62,633 — 139 62,772 
Cash dividends ($1.20 per share)— — — (52,023)— — (52,023)
Common shares issued, net of tax withholding706 706 10,536 — — — 11,242 
Employee share-based compensation— — 29,274 — — — 29,274 
Other comprehensive income— — — — 9,941 — 9,941 
Balance, December 31, 202142,679 42,679 57,368 505,763 (31,492)280 574,598 
Net income— — — 65,395 — 135 65,530 
Cash dividends ($1.20 per share)— — — (52,523)— — (52,523)
Common shares issued, net of tax withholding525 525 (2,442)— — — (1,917)
Employee share-based compensation— — 24,308 — — — 24,308 
Other comprehensive loss— — — — (5,772)— (5,772)
Balance, December 31, 202243,204 43,204 79,234 518,635 (37,264)415 604,224 
Net income— — — 26,120 — 107 26,227 
Cash dividends ($1.20 per share)— — — (53,517)— — (53,517)
Common shares issued, net of tax withholding539 539 (300)— — — 239 
Employee share-based compensation— — 20,207 — — — 20,207 
Other comprehensive income— — — — 7,236 — 7,236 
Balance, December 31, 202343,743 $43,743 $99,141 $491,238 $(30,028)$522 $604,616 


See Notes to Consolidated Financial Statements


46

DELUXE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)


  Year Ended December 31,
  2017 2016 2015
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:  
  
  
Depreciation 15,868
 14,498
 16,000
Amortization of intangibles 106,784
 77,085
 60,700
Asset impairment charges 54,880
 
 
Amortization of contract acquisition costs 19,969
 20,185
 18,741
Deferred income taxes (39,177) 1,886
 (3,256)
Employee share-based compensation expense 15,109
 12,459
 11,894
Loss on early debt extinguishment 
 7,858
 8,917
Other non-cash items, net (995) 7,267
 2,454
Changes in assets and liabilities, net of effect of acquisitions:  
  
  
Trade accounts receivable 5,279
 (23,414) (4,525)
Inventories and supplies (644) 2,244
 (339)
Other current assets (7,976) 49
 8,629
Non-current assets (5,710) (5,054) (2,532)
Accounts payable (7,796) 15,888
 (4,528)
Contract acquisition payments (27,079) (23,068) (12,806)
Other accrued and non-current liabilities (20,236) (17,953) (8,347)
Net cash provided by operating activities 338,431
 319,312
 309,631
Cash flows from investing activities:  
  
  
Purchases of capital assets (47,450) (46,614) (43,261)
Payments for acquisitions, net of cash acquired (139,223) (270,939) (212,990)
Proceeds from company-owned life insurance policies 1,293
 4,123
 3,973
Proceeds from sales of marketable securities 3,500
 1,635
 
Other 989
 1,009
 1,138
Net cash used by investing activities (180,891) (310,786) (251,140)
Cash flows from financing activities:  
  
  
Proceeds from issuing long-term debt 403,000
 559,000
 505,750
Payments on long-term debt, including costs of debt reacquisition (454,165) (442,189) (439,812)
Proceeds from issuing shares under employee plans 9,033
 9,114
 5,895
Excess tax benefit from share-based employee awards 
 
 2,244
Employee taxes paid for shares withheld (9,377) (5,589) (1,698)
Payments for common shares repurchased (65,000) (55,224) (59,952)
Cash dividends paid to shareholders (58,098) (58,720) (59,755)
Other (2,342) (2,117) (1,059)
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
DELUXE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

 Year Ended December 31,
(in thousands)202320222021
Cash flows from operating activities:  
Net income$26,227 $65,530 $62,772 
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation23,426 25,997 25,625 
Amortization of intangibles146,277 146,555 123,142 
Amortization of prepaid product discounts33,370 34,400 31,784 
Employee share-based compensation expense20,525 23,676 29,477 
Operating lease expense18,811 20,480 17,485 
Amortization of cloud computing arrangement implementation costs15,743 11,307 5,979 
Gain on sale of businesses and long-lived assets(32,421)(19,331)— 
Deferred income taxes(31,876)(28,529)17,758 
Other non-cash items, net35,682 20,091 11,217 
Changes in assets and liabilities, net of effect of acquisition:  
Trade accounts receivable7,359 (13,672)(8,857)
Inventories and supplies6,347 (19,062)(1,842)
Payments for cloud computing arrangement implementation costs(9,118)(18,649)(41,547)
Other current and non-current assets7,272 (26,258)(27,041)
Accounts payable4,933 6,015 22,794 
Prepaid product discount payments(28,535)(30,603)(40,920)
Other accrued and non-current liabilities(45,655)(6,416)(17,005)
Net cash provided by operating activities198,367 191,531 210,821 
Cash flows from investing activities:  
Purchases of capital assets(100,747)(104,598)(109,140)
Payment for acquisition, net of cash, cash equivalents, restricted cash and restricted cash equivalents acquired— — (958,514)
Proceeds from sale of businesses and long-lived assets53,635 25,248 2,648 
Proceeds from customer funds debt securities8,006 4,077 93 
Other(4,199)(5,052)(1,688)
Net cash used by investing activities(43,305)(80,325)(1,066,601)
Cash flows from financing activities:  
Proceeds from issuing long-term debt and swingline loans583,500 640,000 1,884,850 
Payments on long-term debt and swingline loans(638,688)(680,613)(1,029,876)
Payments for debt issuance costs— — (18,153)
Net change in customer funds obligations79,063 56,426 126,703 
Proceeds from issuing shares2,715 3,112 16,843 
Cash dividends paid to shareholders(53,325)(52,647)(51,654)
Other(10,944)(14,879)(15,752)
Net cash (used) provided by financing activities(37,679)(48,601)912,961 
Effect of exchange rate change on cash, cash equivalents, restricted cash and restricted cash equivalents3,235 (10,681)(1,099)
Net change in cash, cash equivalents, restricted cash and restricted cash equivalents120,618 51,924 56,082 
Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of year337,415 285,491 229,409 
Cash, cash equivalents, restricted cash and restricted cash equivalents, end of year (Note 3)$458,033 $337,415 $285,491 
See Notes to Consolidated Financial Statements

47


DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
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 of customer life cycle management solutions that help our customers acquire and engagedeepen their customers across multiple channels. We offer a wide range ofcustomer relationships through trusted, technology-enabled solutions, including merchant services, marketing services and data analytics, treasury management solutions, promotional products, to small businesses, including website development and hosting, email marketing, social media, search engine optimizationfraud and logo design, in addition to our checks and forms offerings. For financial institutions, we offer our check programsecurity 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. In addition, we are the primary beneficiary of a variable interest entity, MedPayExchange LLC, doing business as Medical Payment Exchange ("MPX"), which delivers payments to healthcare providers from insurance companies and other payers. Our partner's interest in MPX is reported as non-controlling interest in the consolidated balance sheets within equity, separate from our equity. Net income and comprehensive income are attributed to us and the non-controlling interest. The amounts attributable to the non-controlling interest were not material to our consolidated financial statements.

Comparability Amounts within the cash flows from investing activities section of theThe consolidated statementstatements of cash flows for the yearyears ended December 31, 20162022 and 2021 have been modified to conform to the current year presentation. This change presents proceeds from salesWithin net cash provided by operating activities, other current and other non-current assets have been combined. In addition, amortization of marketable securitiescloud computing arrangement implementation costs is presented separately. In the previous year,Previously, this itemamount was included withinin other non-cash items, net. Within net cash used by investing activities, purchases of customer lists are included in other. Previously, these amounts were presented separately. The consolidated statements of shareholders' equity for the other caption.years ended December 31, 2022 and 2021 have also been modified to conform to the current year presentation. Common shares retired are included in common shares issued, net of tax withholding. Previously, these amounts were 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.("GAAP"). 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. TheseWe base our estimates on historical experience and on various other factors and assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of our assets, liabilities, revenues and expenses and the related disclosure of contingent assets and liabilities. Actual results may differ significantly from our estimates and assumptions are developed based upon all available information. However, actual results can differ from assumed 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, innet on the consolidated statements of 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 material as of December 31, 2017 and $7,764 as of2023 or December 31, 2016.2022.

Trade accounts receivable Trade accounts receivable are initially recorded at the invoiced amount upon the sale of goods or services to customers, and they doalso include amounts due for products shipped and services rendered, but for which invoices have not bear interest.yet been issued due to timing (i.e., unbilled receivables). Our trade accounts receivable are not interest-bearing. They are stated net of allowancesthe allowance for uncollectible accounts, which represent estimatedcredit losses, resultinga valuation account that is deducted from an asset's amortized cost basis to present the inabilitynet amount expected to be collected. Amounts are charged off against the allowance when we believe the uncollectibility 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 in our consolidated statements of income.an account is confirmed. 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. In calculating the allowance, we utilize a combination of aging schedules with reserve rates applied to both current and aged receivables and roll-rate reserves using historical loss rates and changes in current or projected conditions. Changes in the allowance for credit losses are included in selling, general and administrative ("SG&A") expense on the consolidated statements of income. Further information regarding our allowance for credit losses can be found in Note 3.

48

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Inventories and supplies Inventories are stated at the lower of cost or net realizable value. Cost is calculated on ausing moving average and standard costs, which approximates the first-in, first-out basis. We periodically review our inventory quantities and record a provision for excess and/or obsolete inventory based on our historical usage and forecasts of future demand. It is possible that additional reserves above those already established may be required if there is a significant change in the timing or level of demand for our products compared to forecasted amounts. This would require a change in the reserve for excess or obsolete inventory, resulting in a charge to net income during the period of the change. Charges for inventory write-downs are included in cost of products on the consolidated statements of income. Once written down, inventories are carried at this lower cost basis until sold or scrapped. 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 merchant services business temporarily holds funds collected from credit card networks and internet transaction processing on behalf of certain merchants. Our treasury management cash receipt processing business remits a portion of cash receipts to our clients the business day following receipt, and our payroll services businesses collectbusiness collects 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. In addition,Certain of our cash receipt processing business remits a portioncustomer contracts include legal restrictions regarding the use of cash receipts to our clients the business day following receipt. Thesethese funds.

All of these funds, consisting of cash and, at times, 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 lossesEarnings on funds held for customers are included in revenue in ouron the consolidated statements of income and were not significantmaterial 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 11 and Note 12.plan (Note 12).

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, 2017.2023. 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 gainsGains or losses resulting from the disposition of property, plant and equipment are included in SG&A expense inon the consolidated statements of income, withunless presented separately as a component of gain or loss on sale of businesses and long-lived assets.

Leases We determine if an arrangement is a lease at inception by considering whether a contract explicitly or implicitly identifies assets deployed in the exceptionarrangement and whether we have obtained substantially all of building sales. Such gainsthe economic benefits from the use of the underlying assets and lossesdirect how and for what purpose the assets are reported separatelyused during the term of the contract. Lease expense 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 income, if significant.

income. Interest on finance leases is included in interest expense on the consolidated statements of income.
Assets held
Operating leases are included in operating lease assets, accrued liabilities and operating lease liabilities on the consolidated balance sheets. Finance leases are included in property, plant and equipment, accrued liabilities and other non-current liabilities on the consolidated balance sheets. Lease assets represent our right to use an underlying asset for salethe lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. We recordhave elected to exclude leases with original terms of 1 year or less from lease assets heldand liabilities, and we separate nonlease components, such as common area maintenance charges and utilities, from the associated lease component for salereal estate leases, based on their estimated fair values. As our lease agreements typically do not provide an implicit rate, we use our incremental borrowing rate, based on information available at the lowerlease commencement date, in determining the present value of their carrying valuelease payments. Certain of our lease agreements include options to extend or fair value less coststerminate the lease. The lease term takes into account these options to sell. Assets are classified as held for sale in our consolidated balance sheetsextend or terminate the lease 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 unlikelyreasonably certain that we will exercise 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 2.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 1415 years, with a weighted-average useful life of 67 years as of December 31, 20172023..
49

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
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 gainsGains or losses resulting from the disposition of intangibles are included in SG&A expense inon the consolidated statements of income.income, unless presented separately as a component of gain or loss on sale of businesses and long-lived assets.

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.

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 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 in estimating the fair values of the assets acquired and liabilities assumed, 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 income. Transaction costs related to acquisitions are expensed as incurred and are included in SG&A expense on the consolidated statements of 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, we recorded asset impairment charges related to Small Business Services intangible assets. Further information regarding the impairment charges can be found in Note 7.

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 group 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 the impairment charges can be found in Note 2.

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 indefinite-lived intangibles and goodwill We evaluate the carrying value of indefinite-lived intangibles and goodwill onas of July 31st of each year and between annual evaluations if events occur or circumstances change that wouldmay 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, (4) a change in our business strategy, or (5) an adverse action or assessment by a regulator. Information regarding the results of our goodwill impairment analyses can be found in Note 7.8.

In completing the annual impairment analysis of our indefinite-lived trade name in each of the past 3 years, we elected to perform a quantitative assessment. This assessment compares the carrying amount of the asset to its estimated fair value. The estimate of fair value is 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 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 loss would be recognized for the difference. In addition to the required impairment analysis, we regularly evaluate the remaining useful life of 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 for impairment and then amortize its remaining carrying value over its estimated remaining useful life.

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
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operating segment are aggregated to form onea 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.

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 utilize a discounted cash flow model 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. The 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,revenue growth rates, terminal growth rates, economic conditions, anticipated future cash flows,direct costs, the discount rate 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 1 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. As of December 31, 2023 and December 31, 2022, there were no disposal groups classified as held for sale on the consolidated balance sheets.

Prepaid product discounts We record contract acquisition costs when we sign or renew certain contracts withCertain 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 by our Financial Services segment. Contract acquisition costsclients. These prepaid product discounts are included in other non-current assets on the consolidated balance sheets and are generally amortized as reductions of revenue over the related contract term, generally on the straight-line basis. Currently, thesebasis over the contract term. These amounts are currently being amortized over periods ranging from 1 yearof up to 1014.5 years, with a weighted-average lifeperiod of 6 years as of December 31, 2017.2023. 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
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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% 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 in the consolidated balance sheets.

Non-direct response advertising projects 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 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®Promotional Solutions distributors to allow them to purchase the operations of other small business distributors. We have also sold the operations of distributors and small business customer lists that we own in exchange for notes receivable. These loans and notes receivable are included in other current assets and other non-current assets inon the consolidated balance sheets. Interest is accrued atrates on these receivables generally range from 6% to 7% and reflect market interest rates at the time the transactions were executed. Interest is accrued as earned. Accrued interest included in loans and notes receivable was not material as of December 31, 2023 or December 31, 2022.

In determining the allowance for credit losses related to loans and notes receivable, we utilize a loss-rate analysis based on historical loss information, current delinquency rates, the credit quality of the loan recipients and the portfolio mix to determine an appropriate credit risk measurement, adjusted to reflect current loan-specific risk characteristics and changes in environmental conditions affecting our small business distributors. Changes in conditions that may affect our distributors include, but are not limited to, general economic conditions, changes in the markets for their products and services and changes in governmental regulations. In completing our analysis, we utilize a reversion methodology for periods beyond the reasonable and supportable forecast period, as many of our loans and notes receivable have longer terms. Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows. Further information regarding our allowance for credit losses can be found in Note 3.

We generally withhold commissions payable to the distributors to settle the monthly payments due on the receivables. We evaluatereceivables, thereby mitigating the collectibility ofrisk that the receivables based onwill not be collected. Our notes receivable also generally allow us to acquire a
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distributor's customer list in the commissions earned by the distributors and their reported financial results.case of default. As of December 31, 20172023 and December 31, 2016,2022, past due amounts allowances for credit losses and receivables placed on non-accrual status were not significant.material. The determination to place receivables on non-accrual status or to resume the accrual of interest is completed on a case-by-case basis, evaluating the specifics of each situation.


Restructuring charges –Cloud computing arrangements OverImplementation costs incurred in a hosting arrangement that is a service contract are recorded as non-current assets on 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. Implementation costs include activities such as integrating, configuring and customizing the related software. In additionevaluating whether our cloud computing arrangements include a software license, we consider whether we have the contractual right to employee termination benefits,take possession of the software at any time during the hosting period without significant penalty and whether it is feasible for us to either run the software on our own hardware or contract with another party unrelated to the vendor to host the software. If we also typically incurdetermine that a cloud computing arrangement includes a software license, we account for the software license element of the arrangement consistent with the acquisition of other software licenses. If we determine that a cloud computing arrangement does not include a software license, we account for the implementation costs related to restructuring and integration activities including, but not limited to, information technology costs, employee and equipment moves, training and travel. Theseas non-current assets. In both cases, the remaining elements of the arrangement are accounted for as a service contract. The capitalized cloud computing implementation costs are expensedamortized on the straight-line basis over the fixed, non-cancellable term of the associated hosting arrangement plus any reasonably certain renewal periods. We apply the same impairment model to these assets as incurred.we use to evaluate internally-developed software for impairment.

Advertising costs We expense non-direct response advertising costs as incurred. Advertising costs qualifying for deferral were not material to our consolidated financial statements. The total amount of advertising expense was $32,673 in 2023, $38,731 in 2022 and $47,461 in 2021.

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 estimated. Our accruals do not include related legal and other costs expected to be incurred in defense of legal actions. These costs are expensed as incurred. Further information regarding litigation can be found in Note 14.15.

Income taxes DeferredWe estimate our income tax provision based on the various jurisdictions where we conduct business. 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 ("IRS") 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-notmore 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 income.
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Derivative financial instruments We have outstanding interest rate swaps related to our variable-rate debt. Further Information regarding ourthese derivative financial instruments is includedcan be found in Note 6. We did not have any derivative instruments outstanding as of December 31, 2017 or December 31, 2016, as we settled all of our interest rate swaps during 2016.7.

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 in 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 reportedincluded in net income.

Revenue recognition In general,Product revenue is recognized when (1) persuasive evidencecontrol of the goods is transferred to our customers, in an arrangement exists, (2)amount that reflects the consideration we expect to be entitled to in exchange for those goods. In most cases, control is
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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. We recognize the vast majority of our service revenue as services are provided. The majority of our contracts are for the shipment of tangible products or the delivery has occurredof services that have a single performance obligation or services have been rendered, (3)include multiple performance obligations where control is transferred at the sales price is fixed or determinable, and (4) collectibility is reasonably assured. same time.

Revenue is presented inon the consolidated statements of income net of rebates, discounts, amortization of contract acquisition costs,prepaid product discounts, and sales tax.

The majoritytaxes collected concurrent with revenue-producing activities. Many of our revenues are generated from the sale of products for which revenue is recognized upon shipment or customer receipt, based upon the transfer of title. Product 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.

We enter into contractual agreementscheck 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. Discountsfor shipping and handling are recorded as reductionsincluded in revenue, while the related shipping and handling costs are reflected in cost of revenueproducts and are accrued when the related revenue is recorded. The costrecognized.

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 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. We sell certain Promotional Solutions and Checks products and services through a network of 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 have variable consideration that is contingent on the success of the marketing campaign (i.e., pay-for-performance). We recognize revenue for estimated variable consideration as costservices 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 productsrevenue will not occur when the revenuecontingency is resolved. Estimates regarding the recognition of variable consideration are updated each quarter. Typically, the amount of consideration for the related orderthese contracts 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.finalized within 4 months.

Our payment terms vary by type of customer and the products or services consist primarily of web design, hostingoffered. The time period between invoicing and other web services; fraud prevention; marketingwhen payment is due is not significant. For certain products, 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 recognizetypes, we require payment before the majority of these service revenues as theproducts or services are provided. In some situations, our web hosting and applications services are billed on a quarterly, semi-annual or annual basis.delivered to the customer. When a customer pays in advance, primarily for services,treasury management solutions, 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 basisperformed, generally over the terma period of the customer relationship.less than 1 year. Deferred revenue is included in accrued liabilities and other non-current liabilities inon the consolidated balance sheets.

A portionIn addition to the amounts included in deferred revenue, we will recognize revenue in future periods related to remaining performance obligations for certain of our revenue fromdata-driven marketing and 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 fromcontracts. Generally, these contracts using the percentage-of-completion methodhave terms of accounting, which involves calculating the percentage1 year or less and many have terms of services provided during the reporting period compared with the total estimated services3 months or less, and therefore, we do not consider any potential financing component to be provided oversignificant. The amount of revenue related to these unsatisfied performance obligations is not material to our annual consolidated revenue. When the durationrevenue recognized for uncompleted contracts exceeds the amount of customer billings and the contract. We record costs and earningsright to receive the consideration is conditional, a contract asset is recorded. These amounts are included in revenue 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 amountAdditionally, 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 other current assetsrevenue in excess of billings on the consolidated balance sheets.

We record sales commissions related to obtaining check supply and treasury management solution contracts, as well as contract acquisition costs within our merchant services business, as other non-current assets on the consolidated balance sheets. These contract acquisition costs 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. These amounts are being amortized over periods of 2 years to 5 years. We expense contract acquisition costs 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 initiatives to drive earnings and cash flow growth 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 consulting, project management services, internal labor and costs associated with facility closures and consolidations. In addition, we accrue the costs of 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 these contracts was $16,379accruals as, of December 31, 2017on 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 $6,729 as of December 31, 2016. The amountestimates differ from our actual costs, subsequent adjustments to restructuring and
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integration accruals have been and will be required. Restructuring and integration accruals are included in other currentaccrued liabilities related to these contracts was $2,233 as of December 31, 2017 and $1,266 as of December 31, 2016.on the consolidated balance sheets.

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.

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Employee share-based compensation Our share-based compensation consists of non-qualified stock options, restricted stock units, restricted stock, performance share unit awards and an employee stock purchase plan. Employee share-based compensation expense is included in total cost of revenue and in SG&A expense in ouron the consolidated statements of 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-measuredremeasured 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
Compensation expense resulting from the 15% discount provided under our employee stock purchase plan is recognized over each 3 month purchase period.

Our performance share unit 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.

Postretirement 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 actuarial gain or loss results. The gain or loss is recognized immediately on the consolidated balance sheets within accumulated other 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.

Earnings per share We calculate 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 earnings per share for each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings. Basic earnings per share is based on the weighted-average number of common shares outstanding during the year. Diluted 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 income Comprehensive income includes charges and credits to shareholders' equity that are not the result of transactions with shareholders. Our total comprehensive income consists of net income, changes in the funded status and amortization of amounts related to our postretirement benefit plans, unrealized gains and losses on cash flow hedges, 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 income,(loss) 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.

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Recently adopted accounting pronouncements –
NOTE 2: NEW ACCOUNTING PRONOUNCEMENTS
Accounting Standards Adopted During 2023

ASU No. 2022-02 In January 2017,March 2022, the Financial Accounting Standards Board (FASB)("FASB") issued Accounting Standards Update (ASU)("ASU") No. 2017-04,2022-02, Simplifying the Test for Goodwill ImpairmentTroubled Debt Restructurings and Vintage Disclosures. TheThis standard removes Step 2 ofmodifies the goodwill impairment test, which requires a company to perform procedures to determine the fair value of a reporting unit's assetsaccounting for troubled debt restructurings by creditors 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.modifies certain disclosure requirements. We elected to early adoptadopted this standard on January 1, 20172023 and appliedelected to apply it prospectively to modifications occurring on or after January 1, 2023. Adoption of this guidance when calculatingstandard did not impact our financial position as of December 31, 2023 or our results of operations for the goodwill impairment charge discussed in Note 7.year ended December 31, 2023.

Accounting pronouncements not yet adopted Reference rate reformIn May 2014,March 2020, the FASB issued ASU No. 2014-09,2020-04, Revenue from Contracts with CustomersFacilitation of the Effects of Reference Rate Reform on Financial Reporting. TheThis standard provides revenue recognition guidanceoptional expedients and exceptions for any entity that enters intoapplying GAAP to contracts, with customershedging relationships and other transactions affected by the discontinuation of the London Interbank Offered Rate ("LIBOR") or by another reference rate expected to transfer goods or services or enters into contracts for the transferbe discontinued because 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.reference rate reform. In addition, in March 2016,January 2021, the FASB issued ASU No. 2016-08,No 2021-01, Principal versus Agent Considerations (Reporting Revenue Gross versus Net)Reference Rate Reform (Topic 848): Scope, which clarified the scope and application of the original guidance. Effective March 20, 2023, we modified our existing credit facility and our September 2022 interest rate swap agreement (Note 7) to utilize the Secured Overnight Financing Rate ("SOFR") as the reference rate in April 2016, the FASB issued ASU No. 2016-10, Identifying Performance Obligations and Licensing, and in May 2016,agreements. In accounting for these modifications, we adopted the FASB issued ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients. These standards are intended to clarify aspectsreference rate reform guidance on a prospective basis as allowed under the provisions 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 our2022-06,
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(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 effectDeferral of the change in the first quarterSunset Date 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 willTopic 848. Adoption of these standards did 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 significantmaterial impact on our results of operations or financial position.

In February 2016, the FASB issued ASU No. 2016-02, Leasing. The standard is intended to increase transparency and comparability among organizations by requiring the recognition of lease assets and lease liabilities for virtually all leases and by requiring the disclosure of key information about leasing arrangements. The guidance is effective for us on January 1, 2019 and requires adoption using a modified retrospective approach. We are currently assessing the impact of this standard on our consolidated financial statements.

Accounting Standards Not Yet Adopted

ASU No. 2023-07In June 2016,November 2023, the FASB issued ASU No. 2016-13,2023-07, Measurement of Credit Losses on Financial InstrumentsImprovements to Reportable Segment Disclosures.. The 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. which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for usfiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on January 1, 2020the significant segment expense categories identified and requires adoption using a modified retrospective approach.disclosed in the period of adoption. We do not expectare currently evaluating the applicationpotential impact of adopting this standard to have a significant impactnew guidance on the related disclosures within our results of operations orconsolidated financial position.statements.

ASU No. 2023-09In October 2016,December 2023, the FASB issued ASU No. 2016-16,2023-09, Intra-Entity TransfersImprovements to Income Tax Disclosures, which modifies the required income tax disclosures to include specific categories in the income tax rate reconciliation and to require the disclosure of Assets Other Than Inventory. The standard requires recognition of theincome 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.payments by jurisdiction, among other changes. The guidance is effective for us on January 1, 2018 and requiresannual periods beginning after December 15, 2024. Early adoption using a modified retrospective approach. We dois permitted for annual financial statements that have not expect the application of this standard to have a significant impact on our results of operationsyet been issued or financial position.

In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business.made available for issuance. 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 willshould be applied on a prospective basis, but retrospective basis. As we will useapplication is permitted. We are currently evaluating the practical expedient for adoption outlined inpotential impact of adopting this new guidance on 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 inrelated disclosures within 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.statements.

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.

NOTE 3: SUPPLEMENTAL BALANCE SHEET AND CASH FLOW INFORMATION
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.


Note 2: Supplemental balance sheet and cash flow information

Trade accounts receivable – Net trade accounts receivable was comprised of the following at December 31:
(in thousands)20232022
Trade accounts receivable – gross(1)
$197,546 $210,799 
Allowance for credit losses(6,541)(4,182)
Trade accounts receivable – net$191,005 $206,617 
(in thousands) 2017 2016
Trade accounts receivable – gross $152,728
 $155,477
Allowances for uncollectible accounts (2,884) (2,828)
Trade accounts receivable – net $149,844
 $152,649

(1) Includes unbilled receivables of $43,673 as of December 31, 2023 and $43,902 as of December 31, 2022.
55

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

Changes in the allowancesallowance for uncollectible accountscredit losses for the years ended December 31 were as follows:
(in thousands)202320222021
Balance, beginning of year$4,182 $4,130 $6,428 
Bad debt expense7,045 4,185 223 
Write-offs and other(4,686)(4,133)(2,521)
Balance, end of year$6,541 $4,182 $4,130 
(in thousands) 2017 2016 2015
Balance, beginning of year $2,828
 $4,816
 $4,335
Bad debt expense 3,208
 2,539
 4,858
Write-offs, net of recoveries (3,152) (4,527) (4,377)
Balance, end of year $2,884
 $2,828
 $4,816


Inventories and supplies – Inventories and supplies were comprised of the following at December 31:
(in thousands)20232022
Finished and semi-finished goods$34,194 $40,715 
Raw materials and supplies17,339 17,952 
Reserve for excess and obsolete items(9,445)(6,400)
Inventories and supplies, net of reserve$42,088 $52,267 
(in thousands) 2017 2016
Raw materials $7,357
 $5,861
Semi-finished goods 7,635
 7,990
Finished goods 24,146
 23,235
Supplies 3,111
 3,096
Inventories and supplies $42,249
 $40,182

Changes in the reserve for excess and obsolete items for the years ended December 31 were as follows:
(in thousands)202320222021
Balance, beginning of year$6,400 $5,132 $11,748 
Amounts charged to expense4,105 2,940 3,513 
Write-offs and sales(1,060)(1,672)(10,129)
Balance, end of year$9,445 $6,400 $5,132 

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

$(393)
$33,913

 December 31, 2023
(in thousands)CostGross unrealized gainsGross unrealized lossesFair value
Cash equivalents:
Domestic money market fund$22,000 $— $— $22,000 
Available-for-sale debt securities$22,000 $— $— $22,000 

 December 31, 2022
(in thousands)CostGross unrealized gainsGross unrealized lossesFair value
Cash equivalents:
Domestic money market fund$5,000 $— $— $5,000 
Funds held for customers:(1)
Canadian and provincial government securities9,190 — (1,064)8,126 
Available-for-sale debt securities$14,190 $— $(1,064)$13,126 

(1) Funds held for customers, as reported on the consolidated balance sheet as of December 31, 2017,2022, also included cash of $52,279.$294,165.



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

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


(1) FundsThe domestic money market funds held for customers, as reported onhighly liquid, short-term investments managed by the consolidated balance sheet as of December 31, 2016, also included cash of $66,289.
Expected maturities of available-for-sale securities as of December 31, 2017 were as follows:
(in thousands) Fair value
Due in one year or less $26,026
Due in two to five years 3,506
Due in six to ten years 4,381
Available-for-sale securities $33,913


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

56

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Revenue in excess of billings– Revenue in excess of billings was comprised of the following at December 31:

(in thousands)20232022
Conditional right to receive consideration$20,680 $26,520 
Unconditional right to receive consideration(1)
5,427 12,241 
Revenue in excess of billings$26,107 $38,761 

(1) Represents revenues that are earned but not currently billable under the related contract terms.

Property, plant and equipment – Property, plant and equipment was comprised of the following at December 31:
20232022
(in thousands)Gross carrying amountAccumulated depreciationNet carrying amountGross carrying amountAccumulated depreciationNet carrying amount
Machinery and equipment$314,778 $(262,308)$52,470 $378,468 $(307,838)$70,630 
Buildings and improvements123,072 (68,391)54,681 111,916 (67,936)43,980 
Land and improvements12,790 (3,402)9,388 14,498 (4,214)10,284 
Property, plant and equipment$450,640 $(334,101)$116,539 $504,882 $(379,988)$124,894 
  2017 2016
(in thousands) Gross carrying amount Accumulated depreciation Net carrying amount Gross carrying amount Accumulated depreciation Net carrying amount
Land and improvements $28,220
 $(8,064) $20,156
 $28,129
 $(7,951) $20,178
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


Assets held for sale – Assets held for sale as of December 31, 2017 included 2 providers of printed and promotional products that were classified as held for sale during the third quarter of 2017, as well as 2 small business distributors that were classified as held for sale during the fourth quarter of 2017. Assets held for sale as of December 31, 2016 included the operations of a small business distributor and 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 that were classified as held for sale during the second quarter of 2017. We determined that these businesses would be better positioned for long-term growth if they were managed independently. Subsequent to the sales, the businesses are owned by independent distributors that are part of our Safeguard distributor network. As such, our revenue is not impacted by these sales and the impact to our costs is not significant. We entered into aggregate notes receivable of $24,497 in conjunction with the sales and we recognized aggregate net gains of $8,703 within SG&A expense in 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-tax asset impairment charges of $8,250 related to the 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)


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:
 20232022
(in thousands)Gross carrying amountAccumulated amortizationNet carrying amountGross carrying amountAccumulated amortizationNet carrying amount
Internal-use software$554,825 $(412,364)$142,461 $529,306 $(395,514)$133,792 
Customer lists/relationships363,298 (235,557)127,741 497,882 (312,986)184,896 
Technology-based intangibles97,633 (54,251)43,382 99,613 (47,478)52,135 
Partner relationships74,911 (14,031)60,880 74,682 (9,094)65,588 
Trade names39,367 (23,792)15,575 44,185 (26,510)17,675 
Software to be sold36,900 (35,195)1,705 36,900 (32,007)4,893 
Intangibles$1,166,934 $(775,190)$391,744 $1,282,568 $(823,589)$458,979 
  2017 2016
(in thousands) 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
Customer lists/relationships 343,589
 (121,729) 221,860
 308,375
 (76,276) 232,099
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
Technology-based intangibles 31,800
 (6,400) 25,400
 28,000
 
 28,000
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
Intangibles $829,199
 $(444,933)
$384,266

$845,537

$(435,756)
$409,781


(1) During the third quarter of 2017, we recorded a pre-tax asset impairment charge of $14,752 for one of our trade names. Further information can be found in Note 7.

Amortization expense related to intangibles was as follows for the years ended December 31:
(in thousands) 2017 2016 2015
Customer lists/relationships $54,450
 $33,233
 $19,854
Internal-use software 35,952
 35,217
 31,752
Trade names 5,789
 4,952
 4,502
Other amortizable intangibles 10,593
 3,683
 4,592
Amortization of intangibles $106,784
 $77,085

$60,700

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


Based on the intangibles in service as of December 31, 2017,2023, estimated amortization expense for each of the next five years ending December 31 is as follows:
(in thousands)Estimated
amortization
expense
2024$107,127 
202575,217 
202648,604 
202737,075 
202828,806 
(in thousands) 
Estimated
amortization
expense
2018 $94,927
2019 74,917
2020 56,646
2021 45,681
2022 31,785


57

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
In the normal course of business, we acquire and develop internal-use software. InWe also, at times, purchase customer lists and partner relationships. During 2021, we acquired other intangible assets in conjunction with acquisitions, we also acquire internal-use software and other amortizable intangible assets.the acquisition of First American Payment Systems, L.P. (Note 6). The following intangible assets were acquiredcapitalized or developed during the years ended December 31:
202320222021
(in thousands)Amount
Weighted-average amortization period
(in years)
Amount
Weighted-average amortization period
(in years)
Amount
Weighted-average amortization period
(in years)
Internal-use software$81,349 4$74,778 3$75,918 3
Customer lists/relationships— 18,267 6149,642 8
Partner relationships1,385 21,587 373,095 15
Technology-based intangibles— — 65,000 8
Trade names— — 21,000 10
Intangible additions$82,734 4$94,632 4$384,655 8
  2017 2016 2015
(in thousands) Amount 
Weighted-average amortization period
(in years)
 Amount 
Weighted-average amortization period
(in years)
 Amount 
Weighted-average amortization period
(in years)
Customer lists/relationships $60,034
 7 $118,415
 8 $101,867
 8
Internal-use software 38,422
 3 45,780
 4 35,945
 4
Trade names 10,000
 6 3,800
 4 1,400
 2
Software to be sold 2,200
 5 6,200
 10 
 
Technology-based intangible 800
 3 28,000
 5 
 
Acquired intangibles $111,456
 6 $202,195
 6 $139,212
 7


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)

Goodwill – Changes in goodwill by reportable business segment and in total were as follows:
(in thousands) 
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
Accumulated impairment charges (48,379) 
 
 (48,379)
Goodwill, net of accumulated impairment charges $658,189
 $324,239

$148,506

$1,130,934

(in thousands)Payments
Data Solutions(1)
Promotional Solutions(1)
ChecksTotal
Balance, December 31, 2021:$895,338 $40,816 $59,175 $434,812 $1,430,141 
Currency translation adjustment and other1,343 — (99)— 1,244 
Balance, December 31, 2022$896,681 $40,816 $59,076 $434,812 $1,431,385 
Currency translation adjustment and other(828)— 33 — (795)
Balance, December 31, 2023$895,853 $40,816 $59,109 $434,812 $1,430,590 

(1) The Data Solutions and Promotional Solutions balances are net of accumulated impairment charges of $392,168 and $193,699, respectively, for each period presented.

Other non-current assets – Other non-current assets were comprised of the following at December 31:
(in thousands)20232022
Postretirement benefit plan asset (Note 12)$94,939 $79,343 
Cloud computing arrangement implementation costs59,234 71,547 
Prepaid product discounts(1)
40,376 44,824 
Deferred contract acquisition costs(2)
21,103 21,300 
Loans and notes receivable from distributors, net of allowance for credit losses(3)
12,443 13,259 
Other23,087 30,081 
Other non-current assets$251,182 $260,354 
(in thousands) 2017 2016
Contract acquisition costs $63,895
 $65,792
Loans and notes receivable from Safeguard distributors 44,276
 21,313
Postretirement benefit plan asset (Note 12) 39,849
 23,940
Deferred advertising costs 6,135
 7,309
Other 5,601
 6,708
Other non-current assets $159,756
 $125,062

(1) Amortization of prepaid product discounts was $33,370 for 2023, $34,400 for 2022 and $31,784 for 2021.

(2) Amortization of deferred contract acquisition costs was $11,061 for 2023, $8,206 for 2022 and $4,975 for 2021.

(3) Amount includes the non-current portion of loans and notes receivable. The current portion of these receivables is included in other current assets on the consolidated balance sheets and was $987 as of December 31, 2023 and $961 as of December 31, 2022.
58

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

Changes in contract acquisition costs were as followsthe allowance for credit losses related to loans and notes receivable from distributors for the years ended December 31:
(in thousands) 2017 2016 2015
Balance, beginning of year $65,792
 $58,792
 $74,101
Additions(1)
 18,224
 27,506
 6,999
Amortization (19,969) (20,185) (18,741)
Other (152) (321) (3,567)
Balance, end of year $63,895
 $65,792
 $58,792
31 were as follows:
(1)
(in thousands)202320222021
Balance, beginning of year$1,024 $2,830 $3,995 
Bad debt (benefit) expense(96)1,195 (1,165)
Write-offs— (2,599)— 
Other— (402)— 
Balance, end of year$928 $1,024 $2,830 
Contract acquisition costs
We categorize loans and notes receivable into risk categories based on information about the ability of the borrowers to service their debt, including current financial information, historical payment experience, current economic trends and other factors. The highest quality receivables are accrued upon contract execution. Cash payments made for contract acquisition costs were assigned a 1-2 internal grade. Those that have a potential weakness requiring management's attention are assigned a 3-4 internal grade.

$27,079 for 2017, $23,068 for 2016
The following table presents loans and notes receivable from distributors, including the current portion, by credit quality indicator and by year of origination, as of December 31, 2023.
$12,806 for 2015.

Loans and notes receivable from distributors amortized cost basis by origination year
(in thousands)202320202019PriorTotal
Risk rating:
1-2 internal grade$342 $1,003 $370 $12,643 $14,358 
3-4 internal grade— — — — — 
Loans and notes receivable$342 $1,003 $370 $12,643 $14,358 
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)20232022
Employee cash bonuses, including sales incentives$49,446 $57,398 
Deferred revenue(1)
35,343 47,012 
Operating lease liabilities (Note 14)13,562 12,780 
Customer rebates12,718 12,153 
Interest10,481 7,314 
Restructuring and integration (Note 9)9,689 8,528 
Wages and payroll liabilities, including vacation8,605 20,264 
Prepaid product discounts due within one year4,477 4,179 
Other47,106 48,776 
Accrued liabilities$191,427 $218,404 
(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


(1)Consists of holdback payments due Revenue recognized for amounts included in deferred revenue 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 comprisedthe beginning of the following at December 31:period was $43,624 for 2023, $47,547 for 2022 and $39,366 for 2021.
59

(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

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

Supplemental cash flow information – Supplemental cash flow information was as follows for the years ended December 31:
(in thousands)202320222021
Reconciliation of cash, cash equivalents, restricted cash and restricted cash equivalents to the consolidated balance sheets:
Cash and cash equivalents$71,962 $40,435 $41,231 
Restricted cash and restricted cash equivalents included in funds held for customers
383,134 294,165 241,488 
Non-current restricted cash included in other non-current assets2,937 2,815 2,772 
Total cash, cash equivalents, restricted cash and restricted cash equivalents$458,033 $337,415 $285,491 
Interest paid$115,556 $87,108 $46,621 
Income taxes paid47,945 38,629 18,761 
Non-cash investing activities:
Accrued purchases of capital assets$11,924 $1,340 $6,477 
Non-cash consideration for customer list purchases(1)
— 5,096 15,528 
Non-cash financing activities:
Vesting of restricted stock unit awards8,538 13,602 16,646 
(in thousands) 2017 2016 2015
Income taxes paid $124,878
 $97,309
 $110,999
Interest paid 19,465
 20,975
 24,286
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


(1) Consists of holdback payments due at future datespre-acquisition amounts owed to us by the sellers.

Information regarding operating and liabilities for contingent consideration. Further information regarding liabilities for contingent considerationfinance leases executed in each period can be found in Note 7.14.



DELUXE CORPORATION
60
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)


Note 3: Earnings
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
NOTE 4: EARNINGS PER SHARE

The following table reflects the calculation of basic and diluted earnings per share. During each period, certain stock options, as noted below, were excluded from the calculation of diluted earnings per share because their effect would have been antidilutive.
(in thousands, except per share amounts)202320222021
Earnings per share – basic:  
Net income$26,227 $65,530 $62,772 
Net income attributable to non-controlling interest(107)(135)(139)
Net income attributable to Deluxe26,120 65,395 62,633 
Income allocated to participating securities(38)(47)(46)
Income attributable to Deluxe available to common shareholders$26,082 $65,348 $62,587 
Weighted-average shares outstanding43,553 43,025 42,378 
Earnings per share – basic$0.60 $1.52 $1.48 
Earnings per share – diluted:  
Net income$26,227 $65,530 $62,772 
Net income attributable to non-controlling interest(107)(135)(139)
Net income attributable to Deluxe26,120 65,395 62,633 
Income allocated to participating securities(38)(35)(26)
Remeasurement of share-based awards classified as liabilities— (497)(438)
Income attributable to Deluxe available to common shareholders$26,082 $64,863 $62,169 
Weighted-average shares outstanding43,553 43,025 42,378 
Dilutive impact of potential common shares290 285 449 
Weighted-average shares and potential common shares outstanding43,843 43,310 42,827 
Earnings per share – diluted$0.59 $1.50 $1.45 
Antidilutive options excluded from calculation1,380 1,732 2,179 
(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



61

Note 4: Other comprehensive income
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
NOTE 5: OTHER COMPREHENSIVE INCOME (LOSS)

Reclassification adjustmentsInformation regarding amounts reclassified from accumulated other comprehensive loss to net income was as follows:
Accumulated other comprehensive loss component Amounts reclassified from accumulated other comprehensive loss Affected line item in consolidated statements of income
(in thousands) 2017 2016 2015  
Amortization of postretirement benefit plan items:        
Prior service credit $1,421
 $1,421
 $1,421
 
(1) 
Net actuarial loss (3,637) (3,797) (3,120) 
(1) 
Total amortization (2,216) (2,376) (1,699) 
(1) 
Tax benefit 372
 724
 450
 
(1) 
Total reclassifications, net of tax $(1,844) $(1,652) $(1,249) 
(1) 


Accumulated other comprehensive loss componentsAmounts reclassified from accumulated other comprehensive lossAffected line item in consolidated statements of income
(in thousands)202320222021
Amortization of postretirement benefit plan items:
Prior service credit$1,421 $1,421 $1,421 Other income, net
Net actuarial loss(2,273)(900)(1,629)Other income, net
Total amortization(852)521 (208)Other income, net
Tax benefit (expense)67 (315)(123)Income tax provision
Amortization of postretirement benefit plan items, net of tax(785)206 (331)Net income
Debt securities:
Realized loss on debt securities(1,468)(8)— Other income, net
Tax benefit376 — Income tax provision
Realized loss on debt securities, net of tax(1,092)(6)— Net income
Cash flow hedges:
Realized gain (loss) on cash flow hedges3,227 20 (1,384)Interest expense
Tax (expense) benefit(872)(5)361 Income tax provision
Realized gain (loss) on cash flow hedges, net of tax2,355 15 (1,023)Net income
Foreign currency translation adjustment(1)
(863)(5,550)— Gain on sale of businesses and long-lived assets
Total reclassifications, net of tax$(385)$(5,335)$(1,354)

(1)Amortization Relates to the sale of postretirement benefit plan items is included in the computation of net periodic benefit income as presentedour web hosting businesses. Further information can be found 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.6.


DELUXE CORPORATION
62

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)
Accumulated other comprehensive lossTheChanges in the components of accumulated other comprehensive loss at December 31 were as follows:
(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(in thousands)Postretirement benefit plansNet unrealized loss on debt securitiesNet unrealized loss on cash flow hedgesForeign currency translation adjustmentAccumulated other comprehensive loss
Balance, December 31, 2014 $(32,405) $(125) $(3,808) $(36,338)
Balance, December 31, 2020
Other comprehensive income (loss) before reclassifications
Amounts reclassified from accumulated other comprehensive loss
Net other comprehensive income (loss)
Balance, December 31, 2021
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)
Net other comprehensive (loss) income
Balance, December 31, 2022
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)
Other comprehensive income (loss) before reclassifications 7,011
 (109) 4,028
 10,930
Amounts reclassified from accumulated other comprehensive loss 1,844
 
 
 1,844
Net current-period other comprehensive income (loss) 8,855
 (109) 4,028
 12,774
Balance, December 31, 2017 $(26,829) $(322) $(10,446) $(37,597)
Net other comprehensive income (loss)
Balance, December 31, 2023



Note 5: 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 to 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 cash transactions, funded by cash on hand and/or use of our credit facility. We completed these acquisitions to increase our mix of marketing solutions and other services revenue, to improve our product and service offerings and to reach new customers.

NOTE 6: ACQUISITION AND DIVESTITURES
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 goodwill of $1,198 that is not deductible for tax purposes. The acquisition resulted in goodwill as we expect to utilize Panthur's platform as we 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 goodwill of $22,910 that is not deductible for tax purposes. The acquisition resulted in goodwill as we acquired enhanced web hosting capabilities that we intend 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 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. The acquisition resulted in goodwill as we expect to utilize Web24's platform as we 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.
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 assumed resulted in goodwill of $33,210 that is not deductible for tax purposes. The acquisition resulted in goodwill as it enhances 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.

Acquisition
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.
InOn 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 2016,1, 2021, we acquired all of the equity of First Manhattan Consulting Group, LLC (FMCG),American Payment Systems, L.P. ("First American") in a providercash transaction for $958,514, net of data-driven marketing solutions for financial institutions.cash, cash equivalents, restricted cash and restricted cash equivalents acquired. First American is a large-scale payments technology company that provides partners and merchants with comprehensive in-store, online and mobile payment solutions. The allocation of the purchase price based upon the estimated fair values of the assets acquiredtransaction was funded by our revolving credit facility and liabilities assumed resultedadditional debt we issued in tax-deductible goodwill of $110,219.June 2021 (Note 13). The acquisition resulted in goodwill, duewhich is non-deductible for tax purposes, as First American provides an end-to-end payments technology platform that provides significant leverage 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 priceaccelerate organic growth. Transaction costs related to the assets acquiredacquisition totaled $18,913 in 2021. The goodwill 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 primarilyresults of accounts receivable, costs and earnings in excessoperations of billings and accounts payable outstanding as ofFirst American from 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 wereare included in our Financial Servicesthe Payments segment.

Information regarding goodwill by reportable business 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 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. As8.

Operating results for First American for the years ended December 31 were as follows:

(in thousands)202320222021
Revenue$364,232 $347,709 $194,976 
Net income attributable to Deluxe14,266 5,794 1,806 

63

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
The above results for the year ended December 31, 2022 include restructuring and integration expense of $5,452.

Pro forma financial information (unaudited) – The following unaudited pro forma financial information summarizes our acquisitions were immaterial to our reported operating results both individually and in the aggregate, pro formaconsolidated results of operations are not provided. The following illustrates the allocation of the aggregate purchase price for the above acquisitions toyear ended December 31, 2021 as though the assets acquired and liabilities assumed, reduced for any cash or cash equivalents acquired with the acquisitions.acquisition occurred on January 1, 2020:
(in thousands) 
2017 acquisitions(1)
 
2016 acquisitions(2)
 
2015 acquisitions(3)
Net tangible assets acquired and liabilities assumed $1,448
 $3,728
 $4,124
Identifiable intangible assets:      
Customer lists/relationships 60,034
 116,491
 101,946
Trade names 10,000
 3,800
 1,400
Software to be sold 2,200
 6,200
 
Technology-based intangibles 800
 31,000
 
Internal-use software 445
 10,450
 4,902
Total intangible assets 73,479
 167,941
 108,248
Goodwill 59,998
 127,197
 109,200
Total aggregate purchase price 134,925
 298,866
 221,572
Liabilities for holdback payments and contingent consideration(4)
 (5,855) (27,441) (7,450)
Non-cash consideration(5)
 
 (2,020) (5,419)
Net cash paid for current year acquisitions 129,070
 269,405
 208,703
Holdback payments for prior year acquisitions 10,153
 1,534
 4,287
Payments for acquisitions, net of cash acquired(6)
 $139,223
 $270,939
 $212,990


(in thousands)2021
Revenue$2,156,313 
Net income attributable to Deluxe74,843 
(1)
Net tangible
The unaudited pro forma financial information was prepared in accordance with the accounting policies described in Note 1. The pro forma information includes adjustments to reflect the additional amortization that would have been charged assuming the fair value adjustments to intangible 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 $12,532had been applied from January 1, 2020. The pro forma information also includes adjustments to reflect the additional interest expense on the debt we issued to fund the acquisition (Note 13), and the corresponding liabilityacquisition transaction costs we incurred during 2021 are excluded.

This pro forma financial information is for informational purposes only. It does not reflect the same amount related tointegration of the businesses or any synergies that resulted from the acquisition. As such, it is not indicative of the results of operations that would have been achieved had the acquisition been consummated on January 1, 2020. In addition, the pro forma amounts are not indicative of Payce, Inc., as well as accounts receivable, costsfuture operating results.

Divestitures / Business Exits

During the past 2 years, we have exited certain of our businesses and earningsfacilities, allowing us to focus our resources on the key growth areas of payments and data, while allowing us to optimize our operations.

2023 divestiture / business exits – In June 2023, we completed the sale of our North American web hosting and logo design businesses for net cash proceeds of $31,230, and we recognized a pretax gain of $17,486. These businesses generated annual revenue of approximately $66,000 during 2022, primarily in excess of billings and accounts payable of FMCG. Amounts include measurement-period adjustments recorded in 2017 for the finalization of purchase accounting for several of the 2016 acquisitions. These adjustments decreased goodwill $2,130, with the offset to variousour Data Solutions segment. The assets and liabilities including other current assets, accounts payablesold were not material to our consolidated balance sheet.

In September and intangibles, including an increase of $3,000 in acquired technology-based intangibles and a decrease of $1,924 in customer list intangibles.

(3) Includes measurement-period adjustments recorded in 2016December 2023, we executed agreements allowing for the finalizationconversion of purchase accounting forour U.S. and Canadian payroll and human resources services customers to other service providers. During 2023, we received initial cash consideration of $15,669 under these agreements, which is included in proceeds from sale of businesses and long-lived assets on the Datamyxconsolidated statement of cash flows. We recognized related income of $10,700 during the fourth quarter of 2023, which is included in gain on sale of businesses and FISC Solutions acquisitions.long-lived assets on the consolidated statement of income. Recognition of the remaining income will be based on actual customer conversion and retention activity, which we expect will be completed during 2024. These adjustments increased Datamyxbusinesses generated annual revenue of approximately $27,000 in the Payments segment during 2023. Our U.S. and Canadian payroll and human resources businesses comprise a reporting unit that had a goodwill $172 from the preliminary amount recordedbalance of $7,743 as of December 31, 2015,2023. We evaluated this goodwill for impairment as of December 31, 2023, and, based on our quantitative analysis, we concluded that it was not impaired as of that date. In conjunction with our phased transition out of these businesses, we expect that this goodwill will be fully impaired in 2024, at the offset to to variouspoint when the remaining cash flows generated by these businesses in 2024 no longer support the carrying value of the reporting unit.

2023 facility sales – During the fourth quarter of 2023, we sold 2 facilities for net cash proceeds of $8,094, and we recognized a pretax gain of $3,792.

2022 divestitures – In May 2022, we completed the sale of our Australian web hosting business for net cash proceeds of $17,620, and we recognized a pretax gain of $15,166.This business generated annual revenue in our Data Solutions segment of $23,766 during 2021. The assets and liabilities primarily property, plantsold were not material to our consolidated balance sheet.

During 2022, we also sold the assets of our Promotional Solutions strategic sourcing and equipment and other current assets. Acquisition measurement-period adjustments recorded in 2016 forretail packaging businesses. These businesses generated annual revenue of approximately $29,000 during 2021. Neither the acquisition of FISC Solutions consisted of recording an asset for funds held for customers of $18,743 andgain on these sales nor the corresponding liability for the same amount, as well as an increase of $79 in the value of the acquired customer list.

(4) Consists of holdback payments due at future datesassets and liabilities for contingent consideration. Further information regarding liabilities for contingent consideration can be found in Note 7.sold were material to our consolidated financial statements.


2022 facility sale – In May 2022, we sold a facility for net cash proceeds of $6,929, and we recognized a pretax gain of $2,361.
(5)
64

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
NOTE 7: DERIVATIVE FINANCIAL INSTRUMENTS
Consists
As part of pre-acquisition amounts owed to us by certain of the acquired businesses.

(6) Cash and cash equivalents acquired were $27,299 during 2017, $146 during 2016 and $2,069 during 2015.

Note 6: Derivative financial instruments

During 2011 and 2012,our interest rate risk management strategy, we entered into interest rate swaps, which we designated as fair valuecash flow hedges, to hedge against changesmitigate variability in the fair value ofinterest payments on a portion of our long-term debt. At the timevariable-rate debt (Note 13). In March 2023, we entered into these swaps, we were targeting a mix of fixed and variable rate debt, where we received a fixed rate and paid a variable rate based on the London Interbank Offered Rate (LIBOR). As of December 31, 2015, we hadmodified our September 2022 interest rate swaps with a notional amount of $200,000 that relatedswap agreement to utilize SOFR as the reference rate in the agreement. Information regarding our long-term debt dueaccounting for this modification can be found in 2020. These swaps met the criteria for using the short-cut method for a fair value hedge based on the structureNote 2. Our derivative instruments were comprised of the hedging relationship. As such, changesfollowing at December 31:

December 31, 2023December 31, 2022
(in thousands)Notional amountInterest RateMaturityBalance Sheet LocationFair Value
Asset / (Liability)
Fair Value
Asset / (Liability)
June 2023 amortizing interest rate swap:
$271,659 4.249 %June 2026Other non-current liabilities$(2,158)$— 
March 2023 interest rate swap:
200,000 4.003 %March 2026Other non-current assets287 — 
September 2022 interest rate swap:
300,000 3.990 %September 2025Other non-current assets1,519 2,409 
July 2019
interest rate swap:
200,000 1.798 %March 2023Other current assets— 1,184 

Changes in the fair valuevalues of the derivatives and the related long-term debt were equal. The related long-term debt was retired during 2016 (Note 13) and we concurrently settled the interest rate swaps resultingare recorded in aaccumulated other comprehensive loss on the consolidated balance sheets and are subsequently reclassified into interest expense as interest payments are made on the variable-rate debt. The fair values of the derivatives are calculated based on the applicable reference rate curve on the date of measurement. The cash paymentflow hedges were fully effective as of $2,842.


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

Note 7: Fair value measurements

December 31, 2023 and December 31, 2022, and their impact on consolidated net income and our consolidated statements of cash flows was not material. We also expect that the amount that will be reclassified to interest expense during the next 12 months will not be material.
Annual asset

NOTE 8: FAIR VALUE MEASUREMENTS

Goodwill impairment analyses

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


2023 annual goodwill impairment analyses In completing the 2023 annual goodwill impairment analysis as of July 31, 2023, we elected to perform qualitative analyses for all of our reporting units. These 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 most recent quantitative analyses completed in prior periods. 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. As such, no goodwill impairment charges were recorded as a result of our 2023 annual impairment analysis.

2022 annual goodwill impairment analyses In conjunctioncompleting the 2022 annual goodwill impairment analysis as of July 31, 2022, we elected to perform qualitative analyses for all of our reporting units, with the exception of our Data Analytics reporting unit. These 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 most recent quantitative analyses completed in prior periods. 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 of our Data Analytics reporting unit indicated that the estimated fair value of this reporting unit exceeded its carrying
65

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
value by approximately $46,000, or by 39% above the carrying value of its net assets. As such, no goodwill impairment charges were recorded as a result of our 2022 annual strategic planningimpairment analysis.

2021 annual goodwill impairment analyses In completing the 2021 annual goodwill impairment analysis as of July 31, 2021, we elected to perform qualitative analyses for all of our reporting units. These 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 most recent quantitative analyses completed in prior periods. 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. As such, no goodwill impairment charges were recorded as a result of our 2021 annual impairment analysis.

Second quarter 2021 realignment of reporting units As a result of changes in our financial management reporting process during the thirdsecond quarter of 2017,2021, 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. As such, we reallocated the carrying value of goodwillThese changes did not require a revision to our revised reporting units based on their relative fair values.reportable business segments. We analyzed goodwill for impairment immediately prior to this realignment by performing qualitative analyses for our Small Business Servicesthe reporting units and quantitative analyses for our Financial Services and Direct Checks reporting units.with goodwill. 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 analysisanalyses 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 exceptionamount.

The realignment 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 wereunits, effective April 1, 2021, did not impaired. We then completed the quantitative analysis ofchange the reporting unit, utilizingunits within our Data Solutions or Checks segments. Within our Payments segment, the income approach outlined in Note 1. This quantitative analysis indicated that thisnumber of reporting unit's goodwill was fully impairedunits increased from 1 to 4, and resulted in a non-cash pre-tax goodwill impairment chargewithin our Promotional Solutions segment, the number of $28,379 duringreporting units increased from 1 to 2. Upon completing the quarter ended September 30, 2017. In accordance with ASU No. 2017-04, whichrealignment, we adopted on January 1, 2017,reallocated the impairment charge was measured as the amount by which the reporting unit's carrying value exceeded its estimatedof goodwill to our new reporting units based on their relative fair value. Further information regarding this accounting pronouncement can be found in Note 1.values. Immediately subsequent to the realignment, of our reporting unit structure, we completed a quantitative analysisqualitative analyses for all of ourthe reporting units that changed and to which goodwill iswas assigned. This quantitative analysis as of July 31, 2017 indicatedWe determined 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 completing the 2016 and 2015 annual goodwill impairment analyses, we electedit was appropriate to perform qualitative assessments, for all ofgiven that our reporting units to which goodwill is assigned, with one exception. We elected to perform quantitative analyses 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, 2015 indicated that the estimated fair value of thischange in reporting unit exceeded its carrying value by approximately 13%. The quantitative assessment completed for this reporting unit as of July 31, 2016 indicatedunits did not mask or prevent an impairment that its estimated fair value exceeded its carrying value by approximately 49%. Total goodwill for this reporting unit was approximately $45,000 asexisted at the time 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.change. In completing thesethe qualitative assessments, we noted no changes in events or circumstances whichthat 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 recordedAs such, no impairment charges during 2016 or 2015.

Non-recurring asset impairment analysesDuring 2017, we recorded aggregate pre-tax 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. Thegoodwill impairment charges were calculated based on on-going negotiations for the salerecorded as a result 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.these analyses.


Business combinations
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-tax 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-tax 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 asset impairment analyses completed during 2017 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

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 acquisitions2021 acquisition 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 years2021 were comprised primarily of customer lists, technology-based intangible assets, accounts receivable and software.operating lease assets and liabilities. The estimated fair value of the more significant of ourcustomer relationship intangibles acquired customer listsduring 2021, as well as the partner relationship intangibles, was estimated 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 listrelationship or partner relationship 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 for 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 all of these calculations included same-customer revenue, merchant and partner growth rates andrates; estimated earnings; estimated customer and partner retention rates, based on the acquirees' historical information.information; and the discount rate.

The estimated fair valuevalues of the acquired trade names and technology-based intangibles and a portion of the acquired software waswere 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 estimated fair value of the acquired accounts receivable approximated the gross contractual amounts receivable and we expect to collect all acquired receivables. The fair value of the remainderacquired operating lease liabilities was estimated as if the leases were new. As such, we reassessed the lease term, the discount rate and the lease payments. The fair value of the acquired softwarerelated operating lease assets was estimated usingmeasured at the cost of reproduction method. The primary componentssame amount as the lease liability, adjusted to reflect favorable or unfavorable terms of the software were identified and the estimated costleases as compared to reproduce the software was calculated based on historical data provided by the acquirees.

market terms.
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
Cash and cash equivalents and funds held for customers included cash equivalents and available-for-sale marketabledebt securities (Note 2)3). The cash equivalents consisted of aThese securities included domestic money market funds and, as of December 31, 2022, included a private mutual fund investment that isinvested in Canadian and provincial government securities. The cost of the money market funds, which were traded in an active market. Because
66

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
market, approximated their fair values because of the short-term nature of the underlying investments, the cost of this investment approximates its fair value. Available-for-sale securities consisted of ainvestments. The mutual fund investment that invests in Canadian and provincial government securities and investments in Canadian guaranteed investment certificates (GIC's) with maturities of 1 year or less. The mutual fund iswas not traded in an active market and its fair value iswas determined by obtaining quoted prices in active markets for the underlying securities held by the fund. The fair value of the GIC's approximated cost due to their relatively short duration. Unrealized gains and losses, net of tax, arewere included in accumulated other comprehensive loss inon the consolidated balance sheets. The cost of securities sold iswas determined using the average cost method. Realized gains and losses are included in revenue inThe loss realized on the consolidated statementssale of income and were not significant during the past 3 years.

The fair value 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 settledmutual fund investment during the fourth quarter of 2016.2023 was included in other income, net on the consolidated statement of income. The swaps met the criteria for using the short-cut method for a fair value hedgevalues of our derivative instruments (Note 7) are calculated based on the structureapplicable reference rate curve on the date 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:measurement.
(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 $
 $


Information regarding recurringthe fair value measurements completed during each periodvalues of our financial instruments was as follows:
 Fair value measurements using
Balance sheet locationDecember 31, 2023Quoted prices in active markets for identical assets
(Level 1)
Significant other observable inputs
(Level 2)
Significant unobservable inputs
(Level 3)
(in thousands)Carrying valueFair value
Measured at fair value through comprehensive income:
Available-for-sale debt securitiesCash and cash equivalents$22,000 $22,000 $22,000 $— $— 
Derivative assets (Note 7)Other non-current assets1,806 1,806 — 1,806 — 
Derivative liability (Note 7)Other non-current liabilities(2,158)(2,158)— (2,158)— 
Amortized cost:
CashCash and cash equivalents49,962 49,962 49,962 — — 
CashFunds held for customers383,134 383,134 383,134 — — 
CashOther non-current assets2,937 2,937 2,937 — — 
Loans and notes receivable from distributorsOther current and non-current assets13,430 13,249 — — 13,249 
Long-term debtCurrent portion of long-term debt and long-term debt1,592,851 1,554,028 — 1,554,028 — 
    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)


67

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

 Fair value measurements using
Balance sheet locationDecember 31, 2022Quoted prices in active markets for identical assets
(Level 1)
Significant other observable inputs
(Level 2)
Significant unobservable inputs
(Level 3)
(in thousands)Carrying valueFair value
Measured at fair value through comprehensive income:
Available-for-sale debt securitiesCash and cash equivalents$5,000 $5,000 $5,000 $— $— 
Available-for-sale debt securitiesFunds held for customers8,126 8,126 — 8,126 — 
Derivative assets (Note 7)Other current and non-current assets3,593 3,593 — 3,593 — 
Amortized cost:
CashCash and cash equivalents35,435 35,435 35,435 — — 
CashFunds held for customers294,165 294,165 294,165 — — 
CashOther non-current assets2,815 2,815 2,815 — — 
Loans and notes receivable from distributorsOther current and non-current assets14,220 13,315 — — 13,315 
Long-term debtCurrent portion of long-term debt and long-term debt1,644,276 1,574,417 — 1,574,417 — 
Fair value measurements

NOTE 9: RESTRUCTURING AND INTEGRATION EXPENSE

Restructuring and integration expense consists of other financial instruments – The following methods and assumptions were usedcosts related to estimate the fair value of each class of financial instrument for which it is practicableinitiatives to estimate fair value.

Cashdrive earnings and cash included within funds held for customers – The carrying amounts reported inflow growth and also includes costs related to the consolidated balance sheets approximate fair value becauseconsolidation and migration of the short-term naturecertain applications and processes, including our financial and sales management systems. These costs consist primarily of these items.

Loansconsulting, project management services and notes receivable from Safeguard distributors – We have receivables for loans madeinternal labor, as well as other costs associated with our initiatives, such as costs related to certain of our Safeguard distributors.facility closures and consolidations. In addition, we have acquired the operations of several small business distributors which we then soldincurred employee severance costs across functional areas. Restructuring and integration expense is not allocated to our Safeguard distributors. In most cases,reportable business segments.

We are currently pursuing several initiatives designed to support our growth strategy and to increase our efficiency, including several initiatives that we entered into notes receivable upon the salecollectively refer to as our North Star program. The goal of these assets.initiatives is to further drive shareholder value by (1) expanding our earnings before interest, taxes, depreciation and amortization ("EBITDA") growth trajectory, (2) increasing cash flow, (3) paying down debt, and (4) improving our leverage ratio. Our various initiatives include a balanced mix of structural cost reductions focused on organizational structure, processes and operational improvements, in addition to workstreams to drive revenue growth. We have already combined like-for-like capabilities, reduced management layers and consolidated core operations to run more efficiently and to create the ability to invest in high impact talent to accelerate our growth businesses of payments and data. The fair valueassociated expense, which consisted primarily of theseconsulting and severance costs, was approximately $45,000 during 2023, and we anticipate that we will incur.an additional $70,000 to $90,000 of North Star restructuring and integration expense over the next 2 years.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)68

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

(1) Amounts exclude capital lease obligations.
    Fair value measurements using
  December 31, 2016 Quoted prices in active markets for identical assets Significant other observable inputs Significant unobservable inputs
(in thousands) Carrying value Fair value (Level 1) (Level 2) (Level 3)
Cash $76,574
 $76,574
 $76,574
 $
 $
Cash (funds held for customers) 66,289
 66,289
 66,289
 
 
Loans and notes receivable from Safeguard distributors 23,278
 21,145
 
 
 21,145
Long-term debt(1)
 756,963
 758,000
 
 758,000
 


(1) Amounts exclude capital lease obligations.


Note 8: Restructuring charges

Net restructuring charges for the years ended December 31 consisted of the following components:
(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)

The net restructuring charges for the years ended December 31 areand integration expense is reflected inon the consolidated statements of income as follows:follows for the years ended December 31:
(in thousands)202320222021
Total cost of revenue$12,230 $607 $4,197 
Operating expenses78,245 62,529 54,750 
Restructuring and integration expense$90,475 $63,136 $58,947 
(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 eachRestructuring and integration expense was comprised of the past 3following for the 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 ourended December 31:
(in thousands)202320222021
External consulting and other costs$52,290 $32,067 $26,676 
Employee severance benefits18,103 12,829 9,076 
Internal labor8,723 7,989 7,948 
Other11,359 10,251 15,247 
Restructuring and integration expense$90,475 $63,136 $58,947 
Our restructuring and integration activities.

Restructuring accruals of $4,380 as of December 31, 2017 and $4,181 as of December 31, 2016 are reflectedincluded in accrued liabilities on the consolidated balance sheets as accrued liabilities.and 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. The majority of the employee reductions, as well as the related severance payments, are expected to be completed by mid-2018, and we expect most of the related severance payments to be paid by the third quarter of 2018, utilizing cash from operations. As of mid-2024.
December 31, 2017, approximately 15 employees had not yet started to receive severance benefits.

Accruals forChanges in our restructuring initiatives, summarized by year,and integration accruals were as follows:
(in thousands)Employee severance benefits
Balance, December 31, 2020$6,798 
Charges10,897 
Reversals(1,821)
Payments(10,202)
Balance, December 31, 20215,672 
Charges13,782 
Reversals(953)
Payments(9,973)
Balance, December 31, 20228,528 
Charges18,653 
Reversals(550)
Payments(16,942)
Balance, December 31, 2023$9,689 
(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


DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollarsThe charges and reversals presented in thousands, except per share amounts)

The componentsthe rollforward of our restructuring and integration accruals by segment, weredo not include items charged directly to expense as follows:incurred, as those items are not reflected in accrued liabilities on the consolidated balance sheets.


69

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

NOTE 10: INCOME TAX PROVISION
(1)
As discussed in Note 16, corporate costs are allocated to our business segments. As such, the net corporate restructuring charges are reflected in 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.


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

Note 9: Income tax provision

Income before income taxes was comprised of the following for the years ended December 31:
(in thousands)202320222021
U.S.$(7,636)$51,640 $62,361 
Foreign47,435 32,738 31,442 
Income before income taxes$39,799 $84,378 $93,803 
(in thousands) 2017 2016 2015
United States $299,424
 $325,396
 $312,157
Foreign 13,403
 14,990
 15,790
Income before income taxes $312,827
 $340,386
 $327,947

The components of the income tax provision were as follows for the years ended December 31:
(in thousands)202320222021
Current tax provision:
Federal$20,999 $27,789 $(61)
State6,331 8,507 2,389 
Foreign18,118 11,081 10,945 
Total current tax provision45,448 47,377 13,273 
Deferred tax provision:
Federal(20,357)(21,368)15,889 
State(4,389)(5,710)1,958 
Foreign(7,130)(1,451)(89)
Total deferred tax provision(31,876)(28,529)17,758 
Income tax provision$13,572 $18,848 $31,031 
(in thousands) 2017 2016 2015
Current tax provision:      
Federal $104,079
��$93,261
 $98,000
State 12,996
 12,006
 10,632
Foreign 4,774
 3,851
 3,942
Total current tax provision 121,849
 109,118
 112,574
Deferred tax provision:      
Federal (37,471) 1,752
 (3,591)
State (491) 462
 354
Foreign (1,215) (328) (19)
Total deferred tax provision (39,177) 1,886
 (3,256)
Income tax provision $82,672
 $111,004
 $109,318


The effective tax rate on pre-taxpretax income reconciles to the United StatesU.S. federal statutory tax rate of 35% for the years ended December 31 as follows:
202320222021
Income tax at federal statutory rate21.0 %21.0 %21.0 %
Change in valuation allowances17.5 %7.2 %0.1 %
Tax impact of share-based compensation6.7 %3.2 %0.9 %
Tax on repatriation of foreign earnings6.2 %2.2 %4.9 %
Foreign tax rate differences5.7 %1.9 %1.7 %
Non-deductible executive compensation4.1 %2.2 %1.7 %
Return to provision adjustments2.0 %(1.9 %)— 
State income tax expense, net of federal income tax benefit2.0 %2.7 %2.4 %
Change in state deferred income tax rates1.7 %0.3 %0.1 %
Non-deductible acquisition costs0.2 %0.1 %1.5 %
Business exits (Note 6)(30.2 %)(15.8 %)— 
Research and development tax credit(3.0 %)(1.2 %)(0.9 %)
Other0.2 %0.4 %(0.3 %)
Effective tax rate34.1 %22.3 %33.1 %

In June 2023, we completed the sale of our North American web hosting business, and in May 2022, we completed the sale of our Australian web hosting business. We recognized capital losses on these transactions for tax purposes, and we recorded valuation allowances for the portion of the capital loss carryovers that we do not currently expect to realize. In December 2023, we executed an agreement allowing for the conversion of our Canadian payroll and human resources services customers to another service provider. We recognized a capital gain on this transaction for tax purposes, which we were able to partially offset with capital loss carryforwards. The capital loss carryforwards had been previously offset with a valuation allowance, and as such, we reversed the previously recognized valuation allowance.

70

  2017 2016 2015
Income tax at federal statutory rate 35.0% 35.0% 35.0%
State income tax expense, net of federal income tax benefit 2.7% 2.4% 2.3%
Goodwill impairment charge 1.5% 
 
Impact of Tax Cuts and Jobs Act (6.6%) 
 
Qualified production activities deduction (3.2%) (2.8%) (2.9%)
Net tax benefit of share-based compensation (1.6%) (1.2%) 
Other (1.4%) (0.8%) (1.1%)
Effective tax rate 26.4% 32.6% 33.3%
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)

OnWe repatriated foreign earnings held in cash by our Canadian subsidiaries of $32,931 during 2023, $25,526 during 2022 and $85,285 during 2021. The associated tax expense included in the income tax provision was $2,168 in 2023, $1,818 in 2022 and $4,555 in 2021. We believe the accumulated and remaining cash of our Canadian subsidiaries is sufficient to meet their working capital needs. The historical unremitted Canadian earnings as of December 22, 2017, United States tax reform was signed31, 2021 will continue to be reinvested indefinitely in the operations of those subsidiaries. Deferred income taxes have not been recognized on those earnings as of December 31, 2023. If we were to repatriate our foreign cash and cash equivalents 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. TheU.S. at one time, the tax effects would generally be limited to foreign withholding taxes on any such distribution. As 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 $20,500 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 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 andDecember 31, 2023, the amount of post-1986cash and cash equivalents held by our 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 estimatessubsidiaries was $25,270, primarily 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.Canada.

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

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.

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)202320222021
Balance, beginning of year$2,635 $2,551 $3,361 
Additions for tax positions of current year249 250 169 
Additions for tax positions of prior years91 270 
Reductions for tax positions of prior years— (45)(673)
Settlements(303)— — 
Lapse of statutes of limitations(282)(391)(314)
Balance, end of year$2,390 $2,635 $2,551 
(in thousands) 2017 2016 2015
Balance, beginning of year $7,373
 $5,743
 $5,272
Additions for tax positions of current year 378
 521
 625
Additions for tax positions of prior years 659
 1,428
 802
Reductions for tax positions of prior years (4,389) (177) (225)
Settlements 
 
 (541)
Lapse of statutes of limitations (226) (142) (190)
Balance, end of year $3,795
 $7,373
 $5,743


If the unrecognized tax benefits as of December 31, 20172023 were recognized in ourthe consolidated financial statements, income tax expense would decrease $3,795.$2,390. Accruals for interest and penalties, excluding the tax benefits of deductible interest, were $1,046$583 as of December 31, 20172023 and $1,330$731 as of December 31, 2016.2022. Our income tax provision included a reduction for interest and penalties of $284 in 2017 and expense for interest and penalties of $179$70 in 20162023, $97 in 2022 and $177$84 in 2015. Within the next 12 months,2021. We believe that it is reasonably possible that oura decrease of up to $1,300 in unrecognized tax benefits will change inmay be necessary within the rangenext 12 months, primarily related to the lapse of a decreasestatutes of $1,000 tolimitations. We also believe it is reasonably possible that an increase of $1,200 as we attemptup to resolve$2,000 in unrecognized tax benefits may be necessary within the next 12 months, related to potential legislative and regulatory changes in certain federalstate and state tax matters or as federal and state statutes of limitations expire.local jurisdictions. 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 20132019 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 return and our 2017 return, when filed, are subject to IRS examination. In general, income tax returns for the years 20132020 through 20172023 remain subject to examination by federal, 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
71

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)
Tax-effected temporary differences that gave rise to deferred tax assets and liabilities as of December 31 were as follows:
20232022
(in thousands)Deferred tax assetsDeferred tax liabilitiesDeferred tax assetsDeferred tax liabilities
Goodwill$— $40,572 $— $30,848 
Employee benefit plans— 14,482 — 11,009 
Cloud computing arrangements— 10,337 — 13,969 
Revenue recognition— 7,187 — 7,312 
Prepaid assets— 5,385 — 5,474 
Property, plant and equipment— 4,529 3,139 — 
Acquisition costs— 1,604 — 1,691 
Operating leases20,078 15,923 16,681 12,387 
Deductible interest carryforward34,038 — 16,403 — 
Net operating loss, tax credit and capital loss carryforwards22,639 — 16,720 — 
Reserves and accruals9,522 — 6,935 — 
Gain on payroll and human resources business exit (Note 6)6,100 — — — 
Intangible assets4,510 — — 16,901 
Inventories2,804 — 2,018 — 
Deferred revenue1,406 — 2,951 — 
All other670 719 954 1,768 
Total deferred taxes101,767 100,738 65,801 101,359 
Valuation allowances(14,984)— (7,996)— 
Net deferred taxes$86,783 $100,738 $57,805 $101,359 
  2017 2016
(in thousands) Deferred tax assets Deferred tax liabilities Deferred tax assets Deferred tax liabilities
Goodwill $
 $45,317
 $
 $66,905
Property, plant and equipment 
 8,122
 762
 
Intangible assets 
 7,490
 
 30,983
Prepaid assets 
 3,137
 
 4,692
Installment sales treatment of notes receivable 
 2,450
 
 
Deferred advertising costs 
 1,920
 
 3,461
Early extinguishment of debt 
 520
 
 1,563
Employee benefit plans 999
 
 9,677
 
Reserves and accruals 6,151
 
 7,964
 
Net operating loss, capital loss and tax credit carryforwards 11,802
 
 5,152
 
Inventories 2,110
 
 3,151
 
Federal benefit of state uncertain tax positions 956
 
 2,677
 
All other 1,940
 2,599
 3,154
 5,955
Total deferred taxes 23,958
 71,555
 32,537
 113,559
Valuation allowances (1,518) 
 (2,545) 
Net deferred taxes $22,440
 $71,555
 $29,992
 $113,559


The valuation allowances as of December 31, 20172023 and December 31, 20162022 related primarily to capital loss carryforwards in Canadathe U.S 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 $140 for 2015 related to changesChanges in the valuation allowances. The remainder of the change in theour valuation allowances was attributable to foreign currency translation.for the years ended December 31 were as follows:
(in thousands)202320222021
Balance, beginning of year$(7,996)$(10,993)$(11,453)
Expense from change in allowances(6,979)(6,086)(65)
Sale of business (Note 6)— 8,745 — 
Foreign currency translation(9)338 525 
Balance, end of year$(14,984)$(7,996)$(10,993)

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 $40,022, primarily in Canada.

As of December 31, 2017,2023, we had the following net operating loss, deductible interest, capital loss and tax credit carryforwards:


Statestate net operating loss carryforwards of $52,373 that expire at various dates up to 2037;
Foreign capital loss and net operating losstax credit carryforwards of $9,052 that do not expire;
Foreign research tax credit and net operating loss carryforwards of $8,571 that expire at various dates up to 2037; and
Federal net operating loss and capital loss carryforwards of $3,385$125,881 that expire at various dates between 20192024 and 2029.


Note 10: Share-based compensation plans

2050;
federal deductible interest carryforwards of $127,238 that do not expire; and
federal capital loss carryforwards of $57,096 that expire in 2027 and 2028.


NOTE 11: 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,April 27, 2022, our shareholders approved the Deluxe Corporation 2017 Long-Term2022 Stock Incentive Plan, simultaneously terminating our previous plan. Under thisthe current plan, 5.02.5 million shares of common stock plus any shares released as a result of the forfeiture or termination of awards issued under our prior plan are reserved for issuance, with 6.42.4 million shares remaining
72

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
available for issuance as of December 31, 2017. 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 2.23.2023. Under our current and previous plans, we have granted non-qualified stock options, restricted stock units restricted shares and performance share unit awards. Our current plan also allows for the issuance of restricted stock and stock appreciation rights, none of which we have not grantedwere outstanding as of December 31, 2017.2023. 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 income for share-based compensation awards for the years ended December 31:
(in thousands)202320222021
Restricted stock units$14,092 $16,632 $20,407 
Performance share unit awards4,127 3,840 4,338 
Stock options1,845 2,665 4,187 
Employee stock purchase plan461 539 545 
Total share-based compensation expense$20,525 $23,676 $29,477 
Income tax benefit$(7,408)$(6,853)$(7,714)
(in thousands) 2017 2016 2015
Restricted shares and restricted stock units $6,533
 $5,786
 $5,407
Performance share awards 4,782
 2,806
 2,115
Stock options 3,270
 3,401
 3,964
Employee stock purchase plan 524
 466
 408
Total share-based compensation expense $15,109
 $12,459
 $11,894
Income tax benefit $(5,152) $(4,063) $(3,965)


As of December 31, 2017,2023, the total compensation expense for unvested awards not yet recognized in our consolidated statements of income was $14,090,$22,213, net of the effect of estimated forfeitures. This amount is expected to be recognized over a weighted-average period of 1.71.9 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, with one-thirdone-fourth vesting each year over 34 years. Options granted under the current plan may be exercised up to 710 years following the date of grant. 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 optionsdate. Awards granted prior to 2013, in the case2019 have a 7 year life.

No stock options were granted during 2023 or 2022. The weighted-average grant-date fair value 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.granted was $11.57 per option for 2021. The following weighted-average assumptions were used in the Black-Scholes option pricing model in determiningto determine the fair value of these stock options granted:option grants:
2021
Risk-free interest rate0.7 %
Dividend yield2.9 %
Expected volatility42.0 %
Weighted-average option life (in years)4.8
  2017 2016 2015
Risk-free interest rate 1.6% 1.1% 1.3%
Dividend yield 1.6% 2.2% 1.8%
Expected volatility 23.7% 25.5% 31.7%
Weighted-average option life (in years) 3.7
 4.0
 4.0


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)
Outstanding, December 31, 20221,732 $44.77 
Forfeited or expired(352)44.24 
Outstanding, December 31, 20231,380 44.91 $— 4.9
Exercisable at December 31, 20231,158 45.79 $— 4.5
  
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
    
Granted 270
 75.30
    
Exercised (347) 38.72
    
Forfeited or expired (35) 62.19
    
Outstanding, December 31, 2017 1,139
 56.51
 $23,154
 4.3
         
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


The weighted-average grant-date fair value of options granted was $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 $11,699$510 for 2021.
2017, $16,043 for 2016 and $6,882 for 2015.

73

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Restricted stock units CertainWe grant restricted stock unit awards to all North American employees, and during 2021 and 2020, we paid a portion of employee bonuses in restricted stock units. We also grant certain other restricted stock unit awards under our long-term incentive plan. These awards generally vest over periods of 3 years or 4 years. Additionally, certain management employees have the option to receive a portion of their bonus payment in the form of restricted stock units. WhenIf employees elect this payment method, we provide an additional matching amount of restricted stock units equalsubsequently choose to 50% ofleave the restricted stock units earned undercompany, these bonus awards are settled in cash. Cash payments to settle these awards were not material during 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 units 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.

past 3 years. 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 vesting period
(in years)
Outstanding at December 31, 20221,045 $34.10 
Granted987 18.98 
Vested(475)35.77 
Forfeited(336)25.44 
Outstanding at December 31, 20231,221 23.34 2.4
  
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
  
Granted 16
 73.27
  
Vested (43) 43.18
  
Forfeited (3) 57.18
  
Outstanding at December 31, 2017 109
 38.31
 4.1


Of the awards outstanding as of at December 31, 2017, 212023, 37 thousand restricted stock units with a value of $1,592$798 were included in accrued liabilities and other non-current liabilities in ouron the consolidated balance sheet. As of December 31, 2017,2023, these units had a fair value of $76.84$21.45 per unit and a weighted-average remaining contractual term of 4 months.
5 months.

The total fair market value of restricted stock units that vested was $3,161$8,538 for 2017, $2,8052023, $13,602 for 20162022 and $1,970$16,646 for 2015. We made cash payments of $421 during 2017, $140 during 2016 and $120 during 2015 to settle share-based liabilities.

2021.
Restricted sharesFor awards granted to employees under our current long-term incentive plan, one-third of the shares vest each year over 3 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)
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
  
Granted 68
 74.84
  
Vested (99) 52.41
  
Forfeited (8) 61.37
  
Unvested at December 31, 2017 181
 65.33
 1.1


The total fair value of restricted shares that vested was $7,452 for 2017, $1,398 for 2016 and $925 for 2015.

Performance share unit awards Our performance share unit awards have a 3-year3 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-year1 year anniversary of the commencement of the performance period, the award is forfeited. On or after the 1-year1 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 sharesshare units granted:
202320222021
Risk-free interest rate4.4 %1.8 %0.3 %
Dividend yield6.1 %3.7 %4.4 %
Expected volatility54.3 %54.9 %55.6 %
  2017 2016 2015
Risk-free interest rate 1.4% 0.9% 1.0%
Dividend yield 1.7% 2.3% 1.9%
Expected volatility 21.9% 22.7% 22.7%


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.stock over the expected life of the award.
DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)


Information regarding unvested performance sharesshare units was as follows:
Performance share units
(in thousands)
Weighted-average grant date fair value per unit
Weighted-average remaining contractual term
(in years)
Unvested at December 31, 2022461 $34.35 
Granted(1)
298 18.34 
Forfeited(235)27.12 
Unvested at December 31, 2023524 28.50 1.5
  
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
  
Granted(1)
 83
 75.31
  
Forfeited (9) 64.85
  
Vested (60) 50.17
  
Adjustment for performance results achieved(2)
 5
 50.34
  
Unvested at December 31, 2017 255
 63.42
 1.3


(1) Reflects awards granted assuming achievement of performance goals at target.

74

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
(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 2017, 462023, 196 thousand shares were issued under this plan at prices of $61.92 and $61.37.ranging from $12.61 to $15.77. During 2016, 482022, 149 thousand shares were issued under this plan at prices of $47.52 and $57.45.ranging from $15.62 to $25.59. During 2015, 432021, 108 thousand shares were issued under this plan at prices of $55.19 and $54.77.ranging from $18.84 to $37.32.


Note 11: Employee compensation plans

Profit sharing/401(k) plan – We maintain a profit sharing/401(k) 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 on the first day of the quarter following their first full year of service.

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 Service 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. 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 profit sharing/401(k) 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 income for these plans was as follows for the years ended December 31:
(in thousands) 2017 2016 2015
Performance-based compensation plans(1)
 $22,085
 $19,730
 $27,456
401(k) expense 9,023
 8,309
 7,628


NOTE 12: POSTRETIREMENT BENEFITS
(1)
Excludes expense for stock-based compensation, which is discussed in Note 10.
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 profit sharing/401(k) 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 as of December 31, 2017 and $3,669 as of December 31, 2016. These amounts are reflected in accrued liabilities and other non-current liabilities in 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 in the consolidated balance sheets, and totaled $11,648 as of December 31, 2017 and $11,270 as of December 31, 2016.


Note 12: 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 aan inactive U.S. supplemental executive retirement plan (SERP) in the United States. The SERP is no longer an active plan. It("SERP"). This plan 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 statusThe following tables summarize the changeChanges in our benefit obligation, plan assets and funded status during 2017 and 2016:for the years ended December 31 were as follows:
(in thousands)Postretirement benefit plan
Pension plan(1)
Change in benefit obligation:
Benefit obligation, December 31, 2021$57,781 $3,060 
Interest cost1,069 52 
Net actuarial gain(13,839)(414)
Benefits paid from plan assets and company funds(5,302)(324)
Benefit obligation, December 31, 202239,709 2,374 
Interest cost1,874 111 
Net actuarial (gain) loss(785)128 
Benefits paid from plan assets and company funds(4,823)(324)
Benefit obligation, December 31, 2023$35,975 $2,289 
Change in plan assets:
Fair value of plan assets, December 31, 2021$144,800 $— 
Loss on plan assets(22,116)— 
Benefits paid(3,632)— 
Fair value of plan assets, December 31, 2022119,052 — 
Return on plan assets15,241 — 
Benefits paid(3,379)— 
Fair value of plan assets, December 31, 2023$130,914 $— 
Funded status, December 31, 2022$79,343 $(2,374)
Funded status, December 31, 2023$94,939 $(2,289)
(in thousands) Postretirement benefit plan Pension plan
Change in benefit obligation:    
Benefit obligation, December 31, 2015 $100,884
 $3,538
Interest cost 3,012
 106
Net actuarial (gain) loss (2,184) 127
Benefits paid from plan assets and company funds (7,524) (324)
Benefit obligation, December 31, 2016 94,188
 3,447
Interest cost 2,794
 101
Net actuarial (gain) loss (1,469) 174
Benefits paid from plan assets and company funds (7,919) (324)
Benefit obligation, December 31, 2017 $87,594
 $3,398
     
Change in plan assets:    
Fair value of plan assets, December 31, 2015 $117,134
 $
Return on plan assets 7,717
 
Benefits paid (6,723) 
Fair value of plan assets, December 31, 2016 118,128
 
Return on plan assets 15,309
 
Benefits paid (5,994) 
Fair value of plan assets, December 31, 2017 $127,443
 $
     
Funded status, December 31, 2016 $23,940
 $(3,447)
Funded status, December 31, 2017 $39,849
 $(3,398)


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 inon the consolidated balance sheets as of December 31 as follows:
Postretirement benefit planPension plan
(in thousands)2023202220232022
Other non-current assets$94,939 $79,343 $— $— 
Accrued liabilities— — 324 324 
Other non-current liabilities— — 1,965 2,050 
  Postretirement benefit plan Pension plan
(in thousands) 2017 2016 2017 2016
Other non-current assets $39,849
 $23,940
 $
 $
Accrued liabilities 
 
 324
 324
Other non-current liabilities 
 
 3,074
 3,123


75

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
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)20232022
Unrecognized net actuarial loss$(29,019)$(39,871)
Unrecognized prior service credit7,071 8,493 
Tax effect2,124 4,506 
Amount recognized in accumulated other comprehensive loss, net of tax$(19,824)$(26,872)
(in thousands) 2017 2016
Unrecognized prior service credit $15,599
 $17,021
Unrecognized net actuarial loss (55,174) (68,288)
Tax effect 12,746
 15,583
Amount recognized in accumulated other comprehensive loss, net of tax $(26,829) $(35,684)

Unrecognized net actuarial gains and losses result from experience different from that assumed and from changes in assumptions. The net actuarial gain recognized during 2023 was driven primarily by demographic and claims experience, partially offset by the decrease in the discount rate used to discount the benefit obligation. The net actuarial gain recognized during 2022 was driven primarily by the increase in the discount rate and a reduction in the number of plan participants. Unrecognized actuarial gains and losses for our postretirement benefit plan are 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 12 years.

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 is the average remaining life expectancy of plan participants at the time of theeach plan amendment.

The unrecognized net actuarial loss resulted from experience different from that assumed and from changes in assumptions. 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 14.7 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)202320222021
Interest cost$1,985 $1,121 $968 
Expected return on plan assets(7,320)(7,462)(7,498)
Amortization of prior service credit(1,421)(1,421)(1,421)
Amortization of net actuarial losses2,273 900 1,629 
Net periodic benefit income$(4,483)$(6,862)$(6,322)
(in thousands) 2017 2016 2015
Interest cost $2,896
 $3,118
 $3,437
Expected return on plan assets (7,128) (7,335) (7,833)
Amortization of prior service credit (1,421) (1,421) (1,421)
Amortization of net actuarial losses 3,637
 3,797
 3,120
Net periodic benefit income $(2,016) $(1,841) $(2,697)

Actuarial assumptions – In measuring the benefit obligations as of December 31, the following discount rate assumptions were used:
Postretirement benefit planPension plan
2023202220232022
Discount rate4.89 %5.09 %4.80 %5.00 %
  Postretirement benefit plan Pension plan
  2017 2016 2017 2016
Discount rate 3.46% 3.81% 3.35% 3.66%

In measuring net periodic benefit income for the years ended December 31, the following assumptions were used:

 Postretirement benefit plan Pension plan
 2017 2016 2015 2017 2016 2015
Postretirement benefit planPostretirement benefit planPension plan
2023202320222021202320222021
Discount rate 3.81% 4.02% 3.45% 3.66% 3.88% 3.45%Discount rate5.09 %2.61 %2.16 %5.00 %2.26 %1.74 %
Expected return on plan assets 6.25% 6.50% 6.50% 
 
 

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.

76

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
In measuring the benefit obligationsobligation as of December 31 for our postretirement benefit plan, the following assumptions for health care cost trend rates were used:used. These rates are utilized to determine our periodic benefit income for the following year.
  2017 2016 2015
  Participants under age 65 Participants age 65 and older Participants under age 65 Participants age 65 and older Participants under age 65 Participants age 65 and older
Health care cost trend rate assumed for next year 7.90% 9.10% 7.50% 8.75% 7.25% 6.75%
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%
Year that the rate reaches the ultimate trend rate 2025
 2025
 2025
 2025
 2026
 2024


202320222021
Participants under age 65Participants age 65 and olderParticipants under age 65Participants age 65 and olderParticipants under age 65Participants age 65 and older
Health care cost trend rate assumed for next year6.6 %7.3 %6.6 %7.3 %6.9 %7.6 %
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)4.5 %4.5 %4.5 %4.5 %4.5 %4.5 %
Year that the rate reaches the ultimate trend rate203020302030203020302030
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)


Plan assets– The allocation of plan assets by asset category as of December 31 was as follows:
Postretirement benefit plan
20232022
U.S. corporate debt securities54 %55 %
International equity securities20 %20 %
U.S. large capitalization equity securities18 %17 %
Mortgage-backed securities%%
U.S. small and mid-capitalization equity securities%%
Total100 %100 %
  Postretirement benefit plan
  2017 2016
U.S. large capitalization equity securities 24% 33%
Mortgage-backed securities 23% 16%
International equity securities 18% 18%
U.S. corporate debt securities 18% 13%
Government debt securities 13% 13%
U.S. small and mid-capitalization equity securities 4% 7%
Total 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 24% large capitalization equity securities, 55%59% fixed income securities, 20% international equity securities, 18% internationallarge capitalization equity securities and 3% small and mid-capitalization equity securities.
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, 2023:
Fair value measurements using
Quoted prices in active markets for identical assetsSignificant other observable inputsSignificant unobservable inputsInvestments measured at net asset value
Fair value as of
December 31, 2023
(in thousands)(Level 1) (Level 2)(Level 3)
U.S. corporate debt securities$— $71,225 $— $— $71,225 
International equity securities— 26,441 — — 26,441 
U.S. large capitalization equity securities— 23,143 — — 23,143 
Mortgage-backed securities— 6,540 — — 6,540 
U.S. small and mid-capitalization equity securities— 3,565 — — 3,565 
Plan assets$— $130,914 $— $— $130,914 

77

  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
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 as of December 31, 2022:
Fair value measurements using
Quoted prices in active markets for identical assetsSignificant other observable inputsSignificant unobservable inputsInvestments measured at net asset value
Fair value as of
December 31, 2022
(in thousands)(Level 1) (Level 2)(Level 3)
U.S. corporate debt securities$— $65,700 $— $— $65,700 
International equity securities— 23,835 — — 23,835 
U.S. large capitalization equity securities— 20,496 — — 20,496 
Mortgage-backed securities— 5,959 — — 5,959 
U.S. small and mid-capitalization equity securities— 3,062 — — 3,062 
Plan assets$— $119,052 $— $— $119,052 
  Fair value measurements using    
  Quoted prices in active markets for identical assets Significant other observable inputs Significant unobservable inputs Investments measured at net asset value 
Fair value as of
December 31,
2016
(in thousands) (Level 1)  (Level 2) (Level 3)  
U.S. large capitalization equity securities $
 $
 $
 $38,731
 $38,731
Mortgage-backed securities 
 15,542
 
 3,245
 18,787
International equity securities 20,768
 500
 
 
 21,268
U.S. corporate debt securities 
 14,753
 
 802
 15,555
Government debt securities 
 15,104
 
 
 15,104
U.S. small and mid-capitalization equity securities 5,691
 120
 
 2,280
 8,091
Other debt securities 
 592
 
 
 592
Plan assets $26,459
 $46,611
 $
 $45,058
 $118,128


The Level 2 investments relate to investment funds that publish daily net asset value ("NAV") per unit. The daily NAV is available to participants in the funds and redemptions can be made daily at the current NAV. The fair value of Level 2 mortgage-backed securities is estimated using pricing models with inputs derived principally from observableand units are determined and published, and are the basis for current transactions. The investments are not eligible for the NAV practical expedient. However, they are measured at the published NAV because the quoted NAV per unit represents the price at which the investment would be sold in a transaction between independent 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.participants. 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 $6,615$7,713 as of December 31, 20172023 and $6,362$7,429 as of December 31, 2016.2022.

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
2024$4,711 $320 
20254,356 300 
20263,907 280 
20273,560 260 
20283,277 250 
2029 - 203313,049 910 
(in thousands) Postretirement benefit planPension plan
2018 $8,477
 $320
2019 8,698
 320
2020 8,503
 310
2021 8,012
 310
2022 7,530
 300
2023 - 2027 29,938
 
1,350

401(k) plan We maintain a 401(k) plan to provide retirement benefits for certain employees. The plan covers a majority of full-time employees, as well as some part-time employees. Employees generally become eligible to participate in the plan after completing 30 days of service.


401(k) contributions are made by both employees and Deluxe. Employees may contribute up to 50% of eligible wages, subject to IRS limitations and the terms and conditions of the plan. For the majority of employees, we typically match 100% of the first 1% of wages contributed and 50% of the next 5% of wages contributed. Effective April 1, 2020, we suspended the company matching contribution to maintain liquidity during the COVID-19 pandemic. The company match was reinstated on January 1, 2022. Expense recognized for the 401(k) plan matching contribution was $12,046 for 2023, $12,958 for 2022 and $763 for 2021. The expense recognized during 2021 related to First American, which was acquired on June 1, 2021 (Note 6). 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) 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.
Note 13: Debt and lease obligations
78

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


NOTE 13: DEBT

Debt outstanding was comprised of the following at December 31:
(in thousands) 2017 2016
Amount drawn on revolving credit facility $413,000
 $428,000
Amount outstanding under term loan facility 294,938
 330,000
Capital lease obligations 1,914
 1,685
Long-term debt, principal amount 709,852
 759,685
Less unamortized debt issuance costs (471) (927)
Less current portion of long-term debt (44,121) (35,952)
Long-term debt 665,260
 722,806
     
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)
Long-term debt due within one year 44,040
 35,842
Total debt $709,300
 $758,648


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.

(in thousands)20232022
Senior, secured term loan facility$877,187 $987,375 
Senior, unsecured notes475,000 475,000 
Amounts drawn on senior, secured revolving credit facility252,000 197,000 
Total principal amount1,604,187 1,659,375 
Less: unamortized discount and debt issuance costs(11,336)(15,099)
Total debt, net of discount and debt issuance costs1,592,851 1,644,276 
Less: current portion of long-term debt, net of debt issuance costs(86,153)(71,748)
Long-term debt$1,506,698 $1,572,528 
Senior notes
– In November 2012, we issued $200,000
Maturities of 6.0% senior notes thatlong-term debt 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 debtas follows as of the date of the termination of $2,842 was recorded as interest expense in the 2016 consolidated statement of income.December 31, 2023:

(in thousands)Debt obligations
2024$86,625 
2025101,062 
2026941,500 
2027— 
2028— 
Thereafter475,000 
Total principal amount$1,604,187 
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 facility As In June 2021, we executed a senior, unsecured credit facility consisting of December 31, 2017, we had a $525,000 revolving credit facility that matureswith commitments of $500,000 and a $1,155,000 term loan facility. The revolving credit facility includes a $40,000 swingline sub-facility and a $25,000 letter of credit sub-facility. Proceeds from the credit facility were used to terminate our previous credit facility agreement and to fund the acquisition of First American (Note 6). Loans under the revolving credit facility may be borrowed, repaid and re-borrowed until June 1, 2026, at which time all amounts borrowed must be repaid. The term loan facility will be repaid in February 2019. Ourequal quarterly installments of $21,656 through June 30, 2025, and $28,875 from September 30, 2025 through March 31, 2026. The remaining balance is due on June 1, 2026. The term loan facility also includes mandatory prepayment requirements related to asset sales, new debt (other than permitted debt) and excess cash flow, subject to certain limitations. No premium or penalty is payable in connection with any mandatory or voluntary prepayment of the term loan facility.

Interest is payable on the credit facility at a fluctuating rate of interest determined by reference to the eurodollar rate plus an applicable margin ranging from 1.5% to 2.5%, depending on our consolidated total leverage ratio, as defined in the credit agreement. Through March 20, 2023, the eurodollar rate was derived from LIBOR. Effective March 20, 2023, we modified the credit facility to utilize SOFR as the reference rate in the agreement. Information regarding our accounting for this modification can be found in Note 2. A commitment fee ranges from 0.20% to 0.40% basedis payable on our leverage ratio. Asthe unused portion of December 31, 2017, $413,000 was drawn on ourthe revolving credit facility at a weighted-average interest rate of 2.98%. As of December 31, 2016, $428,000 was drawnranging from 0.25% to 0.35%, depending on our revolvingconsolidated total leverage ratio. Amounts outstanding under the credit facility athad a weighted-average interest rate of 2.22%.

During 2016, we amended the credit agreement governing our credit facility to include a new variable rate term loan facility 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. As6.83% as of December 31, 2017, $294,938 was outstanding under the term loan facility at a weighted-average interest rate of 2.99%. As2023 and 6.07% as of December 31, 2016, $330,000 was outstanding under2022, including the term loan facility at a weighted-averageimpact of interest rate swaps that effectively convert a portion of 2.27%.our variable-rate debt to fixed rate debt. Further information regarding the interest rate swaps can be found in Note 7.

Borrowings under the credit agreementfacility are collateralized by substantially all of our personalthe present and future tangible and intangible property.personal property held by us and our subsidiaries that have guaranteed our obligations under the credit facility, subject to certain exceptions. 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 outsidedispositions, changes in business, advances, investments, loans and restricted payments. The covenants are subject to a number of limitations and exceptions set forth in the ordinary course of business,credit agreement. The credit agreement also includes
79

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
requirements regarding our consolidated total leverage ratio and change in controlour consolidated secured leverage ratio, as defined in the credit agreement. These ratios may not equal or exceed the following amounts during the periods indicated:

Fiscal Quarter EndingConsolidated total leverage ratioConsolidated secured leverage ratio
December 31, 2023 through March 31, 20244.50 to 1:003.50 to 1:00
June 30, 2024 and each fiscal quarter thereafter4.25 to 1:003.50 to 1:00

In addition, we must maintain a minimum interest coverage ratio of at least 3.00 to 1.00 throughout the remaining term of the credit facility. Failure to to meet any of the above requirements would result in an event of default that would allow lenders to declare amounts outstanding immediately due and payable and would allow the lenders to enforce their interests against collateral pledged if we were unable to settle the amounts outstanding. We were in compliance with all debt covenants as of December 31, 2023.

The credit agreement also contains customary representations and warranties and as a condition to borrowing, requires that all such representations and warranties be true and correct in all material respects on the date of each borrowing, including representations as to no material adverse change in our business, assets, operations or financial covenants regardingcondition. If our consolidated total leverage ratio interest coverageexceeds 2.75 to 1.00, the aggregate annual amount of permitted dividends and liquidity.share repurchases is limited to $60,000.

Daily average amounts outstanding under our credit facility were as follows for the years ended December 31:
(in thousands) 2017 2016 2015
Revolving credit facility:      
Daily average amount outstanding $436,588
 $417,219
 $270,063
Weighted-average interest rate 2.55% 1.93% 1.66%
Term loan facility:      
Daily average amount outstanding $315,862
 $52,381
 $
Weighted-average interest rate 2.57% 1.52% 

As of December 31, 2017,2023, amounts were available for borrowing under our revolving credit facility as follows:
(in thousands) Total available
Revolving credit facility commitment $525,000
Amount drawn on revolving credit facility (413,000)
Outstanding letters of credit(1)
 (10,361)
Net available for borrowing as of December 31, 2017 $101,639

(in thousands)Total available
Revolving credit facility commitment$500,000 
Amount drawn on revolving credit facility(252,000)
Outstanding letters of credit(1)
(7,486)
Net available for borrowing as of December 31, 2023$240,514 

(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 managementSenior unsecured notesIn June 2021, we issued $500,000 of 8.0% senior, unsecured notes that mature in June 2029. The notes were issued via a private placement under Rule 144A of the Securities Act of 1933. Proceeds from the offering, net of discount and offering costs, were $490,741, resulting in an effective interest rate of 8.3%. The net proceeds from the notes were used to evaluate, forfund the acquisition of First American in June 2021 (Note 6). Interest payments are due each annualJune and interim period, whether there are conditionsDecember. During the quarter ended September 30, 2022, we settled $25,000 of these notes via open market purchases. We realized a pretax gain of $1,726 on these debt retirements that is included in interest expense on the consolidated statement of income.

The indenture governing the notes contains covenants that limit our ability 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 effectability of our plans that have not been fully implemented asrestricted subsidiaries to, among other things, incur additional indebtedness and liens, issue redeemable stock and preferred stock, pay dividends and distributions, make loans and investments, and consolidate or merge or sell all or substantially all of the date the financial statements are issued.our assets.

Our credit facility, including amounts outstanding under our 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.
NOTE 14: LEASES

We have been successful in obtaining long-term financingentered into operating leases for the majority of our facilities with remaining terms and in amounts adequateof up 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 facility11 years as of December 31, 2017 were2023. We utilize leases for these facilities to limit our exposure to risks related to ownership, such as follows:
(in thousands) Debt maturities
2018 $43,313
2019 664,625
Total $707,938


Short-term borrowings – In March 2015, wefluctuations 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 material to the amounts recorded for operating lease assets and liabilities. We have also entered into a $75,000 short-term variable rate bank loan. Proceeds from this loan, net of related costs, were $74,880finance lease for our corporate headquarters 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%.

Lease obligations – We had capital lease obligations of $1,914 as of December 31, 2017 and $1,685 as of December 31, 2016 related to2022, we had finance leases for certain information technology hardware. The lease obligations will be paid through September 2021. The related assets are included in property, plant and equipment

80

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Leases were reflected on the consolidated balance sheets. Depreciationsheets as follows at December 31:

(in thousands)20232022
Operating leases:
Operating lease assets$58,961 $47,132 
Accrued liabilities$13,562 $12,780 
Operating lease liabilities58,840 48,925 
Total operating lease liabilities$72,402 $61,705 
Weighted-average remaining lease term6 years5 years
Weighted-average discount rate7.8 %5.2 %
Finance leases:
Property, plant and equipment, gross$26,941 $33,060 
Accumulated depreciation(4,188)(8,630)
Property, plant and equipment, net$22,753 $24,430 
Accrued liabilities$1,146 $1,050 
Other non-current liabilities26,134 27,287 
Total finance lease liabilities$27,280 $28,337 
Weighted-average remaining lease term14 years15 years
Weighted-average discount rate6.0 %6.0 %

The components of lease expense for the leased assets is included in depreciation expense inyears ended December 31 were as follows:

(in thousands)202320222021
Operating lease expense$18,811 $20,480 $17,485 
Finance lease expense:
Amortization of right-of-use assets$2,067 $1,853 $1,283 
Interest on lease liabilities1,659 1,697 829 
Total finance lease expense$3,726 $3,550 $2,112 

Supplemental cash flow information related to leases for 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 ofyears ended 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)202320222021
Lease assets obtained in exchange for lease obligations:
Operating leases(1)
$26,167 $6,294 $38,630 
Finance leases(2)
— — 26,941 
Cash paid for amounts included in lease obligations:
Operating cash flows from operating leases(3)
$19,922 $19,015 $8,444 
Operating cash flows from finance leases1,659 1,697 
Financing cash flows from finance leases2,715 1,290 421 
In addition to capital leases, we also have
(1) Operating lease assets obtained during 2021 included $24,396 acquired in conjunction with the acquisition of First American in June 2021 (Note 6).

(2) Finance lease assets obtained during 2021 consisted of a lease on our corporate headquarters located in Minnesota that commenced in July 2021.

(3) Cash paid for operating leases on certain facilities and equipment. Rental expensefor 2021 was $19,839 for 2017, $16,454 for 2016 and $15,372 for 2015. Asreduced by lease incentives received 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:$9,410.
(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
  

81


DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
Maturities of lease liabilities were as follows at December 31, 2023:
Note 14:  Other commitments and contingencies
(in thousands)Operating lease obligationsFinance
lease obligations
2024$17,829 $2,743 
202517,746 2,777 
202616,210 2,812 
202712,168 2,847 
20288,882 2,881 
Thereafter19,294 26,151 
Total lease payments92,129 40,211 
Less imputed interest(19,727)(12,931)
Present value of lease payments$72,402 $27,280 


NOTE 15: 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/orand 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/orand 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. These liabilities were not material as of December 31, 2023 or December 31, 2022.

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

Environmental mattersFirst American indemnification WePursuant to the First American acquisition agreement, we are currently involved in environmental compliance, investigationentitled to limited indemnification for certain expenses 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 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 $2,646 as of December 31, 2017 and $3,206 as of 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 actionlosses, if any, that may be required, evolving environmental lawsincurred after the consummation of the transaction that arise out of certain matters, including a Federal Trade Commission ("FTC") investigation initiated in December 2019 seeking information to determine whether certain subsidiaries of First American may have engaged in conduct prohibited by the Federal Trade Commission Act, the Fair Credit Reporting Act or the Duties of Furnishers of Information. As fully set forth in the merger agreement, our rights to indemnification for any such expenses and regulations and advances in environmental technology. Where the available information is sufficientlosses are limited to estimate the amount of an indemnity holdback, which will be our sole recourse for any such losses.

The First American subsidiaries entered into a Stipulated Order for Permanent Injunction, Monetary Judgment, and Other Relief (the "Order") with the liability,FTC that estimate is used. Wherewas approved on July 29, 2022. The parties subsequently entered into an amended Order. Pursuant to the information is only sufficientOrder, among other things, the First American defendants were required to establish a range of probable liability and no pointpay $4,900 to the FTC within the range is more likely than any other, the lower end7 days of the range is recorded. We doentry of the Order. The First American defendants also agreed to certain injunctive relief. The payment of the above-referenced amount was made in March 2023, and we were reimbursed for post-closing expenses that we incurred in connection with this matter. These payments did not believe that the range of possible outcomes could have a material effectimpact 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.statements.

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 $7,679$9,024 as of December 31, 20172023 and $6,999$9,661 as of December 31, 2016.2022. 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 significantmaterial as of December 31, 20172023 or December 31, 2016.2022.

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
82

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
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 16: SHAREHOLDERS' EQUITY
During 2017, we repurchased 924 thousand shares for $65,000. A portion of these repurchases were completed under an outstanding authorization from
In 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 date, and $239,726we have not repurchased any shares under this authorization since March 2020. As of December 31, 2023, $287,452 remained available for purchase under this authorization asrepurchase. During the second quarter of 2021, we issued 294 thousand shares to employees of First American in conjunction with the acquisition (Note 6), and we received cash proceeds of $13,000.


NOTE 17: BUSINESS SEGMENT INFORMATION

As of December 31, 2017.


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

Note 16: Business segment information

We operate 32023, we operated 4 reportable business segments: Small Business Services, Financial Services and Direct Checks. Our business segments, are generally organized by product type, as follows:

Payments – This segment includes our merchant in-store, online and mobile payment solutions; treasury management solutions, including remittance and lockbox processing, remote deposit capture, receivables management, payment processing and paperless treasury management; and payroll and disbursement services, including Deluxe Payment Exchange.

Data Solutions – This segment includes data-driven marketing solutions and hosted solutions, including digital engagement, financial institution profitability reporting and business incorporation services. This segment also included web hosting and logo design services through June 2023, when we completed the typesale of customer servedthese businesses (Note 6).

Promotional Solutions – This segment includes business forms, accessories, advertising specialties and promotional apparel.

Checks – This segment includes printed business and personal checks.

During the first quarter of 2024, we realigned our organizational structure to better reflect our portfolio mix and offerings, and we updated our reportable segments to correspond with these changes. We will complete the waysegment realignment effective for the quarter ending March 31, 2024, and we managewill provide initial disclosures based on the company. Small Business Services promotes and sells products and services to small businesses via 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. Financial Services' products and services are sold primarily through a direct sales force, which executes product and service supply contractsrealigned segments in connection with our financial institution clients, including banks, credit unionsresults for the first quarter of 2024. We did not operate under the new segment structure during 2023, and financial services companies. Direct Checks sells productswe continued to allocate resources and services directly to consumers using direct marketing, including print advertising and search engine marketing and optimization strategies. All 3 segments operate primarily in the United States. Small Business Services also has operations in Canada, Australia and portions of Europe. No single customer accounted for more than 10% of consolidated revenue during the past 3 years.assess performance based on our previous reportable segment structure.

Our productrealigned reportable segments for the quarter ending March 31, 2024 are as follows:

Merchant Services – provides electronic credit and debit card authorization and payment systems and processing services primarily to small and medium-sized retail and service offerings are comprised of the following:

businesses.
Checks
B2B Payments – provides treasury management solutions, including remittance and lockbox processing, remote deposit capture, receivables management, payment processing and paperless treasury management, and Deluxe Payment Exchange.

Data SolutionsWe 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’ 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 includeprovides 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 loyaltyfinancial institution profitability reporting and rewards programs. During 2017, MOS represented 34% of our Small Business Services segment's revenue, 55% of our Financial Services segment's revenueaccount switching tools, and 11% of our Direct Checks segment's revenue.business incorporation services.

FormsPrint Our Small Business Services segment provides printed personal and business checks, printed business forms, to small businesses, including deposit tickets, billing forms, work orders, job proposals, purchase orders, invoicesbusiness accessories 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 Checks segments include deposit tickets and check registers.promotional products.

Accessories 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.

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 includingwhen the costs of our executive management,are directly attributable to a segment. This includes certain sales and marketing, human resources, supply chain, real estate, finance, information technology and legal functions. Generally, where costs incurred werecosts. Costs that are not directly attributable to a business segment are reported as Corporate operations and consist primarily within the areas of marketing, accounting, information technology, supply chainfacilities, executive management and finance, thoselegal, tax and treasury costs were charged directly to that segment. Because we use a shared services approach for manysupport the corporate function. Corporate operations also includes other income. All of our functions, certain costssegments operate primarily in the U.S., with some operations in Canada. Until the businesses were not directly attributable to a business segment. These costs were allocated tosold in June 2023, Data Solutions also had operations in portions of Europe and partners in Central and South America, and through May 2022, Data Solutions had operations in Australia. No single customer accounted for more than 10% of consolidated revenue during the past 3 years.
83

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

Our chief operating decision maker (i.e., our business segments basedChief Executive Officer) reviews EBITDA on segment revenue, as revenue is a measure of the relative size and magnitude ofan adjusted basis for each segment when deciding how to allocate resources and indicates the level of corporate shared services consumed byto assess segment operating performance. Adjusted EBITDA for 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; and inventories and supplies. Depreciationsegment excludes depreciation and amortization expense, relatedinterest expense, net income attributable to corporate assets,non-controlling interest, income tax expense and certain other amounts, which was allocatedmay include, from time to the segments, was $33,302 in 2017, $32,785 in 2016time, asset impairment charges, restructuring and integration expense, share-based compensation expense, acquisition transaction costs, certain legal-related expense, and gains or losses on sales of businesses and long-lived assets. Our Chief Executive Officer does not review segment asset information when making investment or operating decisions regarding our reportable business segments.
$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 income and other financial information shown.

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

The following is ourOur 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)202320222021
Payments:
Revenue$690,704 $678,580 $510,359 
Adjusted EBITDA152,798 144,605 105,576 
Data Solutions:
Revenue238,817 267,525 262,310 
Adjusted EBITDA55,700 68,214 70,172 
Promotional Solutions:
Revenue541,650 562,917 546,473 
Adjusted EBITDA80,751 79,549 85,384 
Checks:
Revenue721,089 728,988 703,055 
Adjusted EBITDA320,333 320,498 324,224 
Total segments:
Revenue$2,192,260 $2,238,010 $2,022,197 
Adjusted EBITDA609,582 612,866 585,356 
(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


The following information for the years ended December 31 is based on the geographic locationstable presents a reconciliation of our subsidiaries:total segment adjusted EBITDA to consolidated income before income taxes:
(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


(in thousands)202320222021
Total segment adjusted EBITDA$609,582 $612,866 $585,356 
Corporate operations(192,447)(194,736)(177,591)
Depreciation and amortization(169,703)(172,552)(148,767)
Interest expense(125,643)(94,454)(55,554)
Net income attributable to non-controlling interest107 135 139 
Restructuring and integration expense(90,475)(63,136)(58,947)
Share-based compensation expense(20,525)(23,676)(29,477)
Acquisition transaction costs— (130)(18,913)
Certain legal-related (expense) benefit(2,195)730 (2,443)
Loss on sale of investment securities(1,323)— — 
Gain on sale of businesses and long-lived assets32,421 19,331 — 
Income before income taxes$39,799 $84,378 $93,803 


84

DELUXE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
The following tables present revenue disaggregated by our product and service offerings:
Year Ended December 31, 2023
(in thousands)PaymentsData
Solutions
Promotional SolutionsChecksConsolidated
Checks$— $— $— $721,089 $721,089 
Merchant services and other payment solutions
450,384 — — — 450,384 
Marketing and promotional solutions— — 278,200 — 278,200 
Forms and other products— — 263,450 — 263,450 
Treasury management solutions240,320 — — — 240,320 
Data-driven marketing solutions— 192,656 — — 192,656 
Web and hosted solutions— 46,161 — — 46,161 
Total revenue$690,704 $238,817 $541,650 $721,089 $2,192,260 
Year Ended December 31, 2022
(in thousands)PaymentsData
Solutions
Promotional SolutionsChecksConsolidated
Checks$— $— $— $728,988 $728,988 
Merchant services and other payment solutions437,395 — — — 437,395 
Marketing and promotional solutions— — 272,997 — 272,997 
Forms and other products— — 289,920 — 289,920 
Treasury management solutions241,185 — — — 241,185 
Data-driven marketing solutions— 177,598 — — 177,598 
Web and hosted solutions— 89,927 — — 89,927 
Total revenue$678,580 $267,525 $562,917 $728,988 $2,238,010 
Year Ended December 31, 2021
(in thousands)PaymentsData
Solutions
Promotional SolutionsChecksConsolidated
Checks$— $— $— $703,055 $703,055 
Merchant services and other payment solutions276,118 — — — 276,118 
Marketing and promotional solutions— — 249,480 — 249,480 
Forms and other products— — 296,993 — 296,993 
Treasury management solutions234,241 — — — 234,241 
Data-driven marketing solutions— 150,772 — — 150,772 
Web and hosted solutions— 111,538 — — 111,538 
Total revenue$510,359 $262,310 $546,473 $703,055 $2,022,197 

85

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. Substantially all of our long-lived assets reside in the United States.U.S. Long-lived assets of our foreign subsidiaries are located primarily in Australia and Canada and are not significantmaterial to our consolidated financial position.




DELUXE CORPORATION

SUMMARIZED QUARTERLY FINANCIAL DATA (Unaudited)
(in thousands, except per share amounts)
  2017 Quarter Ended
  March 31 June 30 September 30 December 31
Total revenue $487,766
 $485,232
 $497,669
 $494,889
Gross profit 308,606
 306,018
 304,752
 304,090
Net income 57,066
 59,579
 28,801
 84,709
Earnings per share:        
Basic 1.17
 1.23
 0.60
 1.76
Diluted 1.16
 1.22
 0.59
 1.75
Cash dividends per share 0.30
 0.30
 0.30
 0.30
         
         
  2016 Quarter Ended
�� March 31 June 30 September 30 December 31
Total revenue $459,298
 $450,642
 $458,920
 $480,202
Gross profit 294,993
 290,810
 292,650
 303,368
Net income 58,102
 58,389
 58,663
 54,228
Earnings per share:        
Basic 1.18
 1.19
 1.20
 1.11
Diluted 1.18
 1.18
 1.19
 1.11
Cash dividends per share 0.30
 0.30
 0.30
 0.30


(in thousands)PaymentsData
Solutions
Promotional SolutionsChecksConsolidated
Year ended December 31, 2023:
U.S.$640,769 $233,090 $518,929 $694,864 $2,087,652 
Foreign, primarily Canada49,935 5,727 22,721 26,225 104,608 
Total revenue$690,704 $238,817 $541,650 $721,089 $2,192,260 
Year ended December 31, 2022:
U.S.$634,945 $248,227 $537,643 $700,170 $2,120,985 
Foreign, primarily Canada and Australia43,635 19,298 25,274 28,818 117,025 
Total revenue$678,580 $267,525 $562,917 $728,988 $2,238,010 
Year ended December 31, 2021:
U.S.$469,102 $227,091 $522,966 $678,229 $1,897,388 
Foreign, primarily Canada and Australia41,257 35,219 23,507 24,826 124,809 
Total revenue$510,359 $262,310 $546,473 $703,055 $2,022,197 
Significant items affecting the comparability of quarterly results were as follows:

First quarter 2017 – ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREnet 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.
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.

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, 20172023 (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, 20172023 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, 2017.2023. In making this assessment, itwe used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)("COSO") in Internal Control - Integrated Framework (2013). Based on this assessment, we have concluded that, as of December 31, 2017,2023, our internal control over financial reporting was effective based on those criteria.
86



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

During the three months ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 9B. Other Information.408 of Regulation S-K of the Securities Act of 1933).

None.


ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.


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-Director Selection Process,” “Board Structure and Governance-Audit and Finance Committee Financial Expertise; Complaint-Handling Procedures,” “Board Structure and Governance-Meetings of the Board of Directors-AuditGovernance-Committee Membership and Responsibilities-Audit and Finance Committee,” “Stock Ownership and Reporting-Section 16(a) Beneficial Ownership Reporting Compliance” 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 Business Ethics is posted on our investor relations website, Deluxe.com/investor, under the “Investor Relations-Corporate Governance” caption.www.investors.deluxe.com. 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 Business Ethics 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 Discussion and Analysis” 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 STOCKHOLDER 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.

87


The following table provides information concerning all of our equity compensation plans as of December 31, 2017:2023:

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) 
Equity compensation plans approved by shareholders 1,501,902
(1) 
$56.51
(1) 
9,929,159
(2) 
Equity compensation plans not approved by shareholders 
 
 
 
Total 1,501,902
 $56.51
 9,929,159
 

Plan categoryNumber of securities to be issued upon exercise of outstanding options, warrants and rightsWeighted-average exercise price of outstanding options, warrants and rightsNumber of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
Equity compensation plans approved by shareholders3,073,720 (1)$44.91 (1)5,163,371 (2)
Equity compensation plans not approved by shareholders51,348 (3)— — 
Total3,125,068 $44.91 5,163,371 
.

(1) Includes awards granted under our 2017 Long-Term2022 Stock 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 1,138,739,1,380,458, restricted stock unit awards of 108,5231,185,961 and 254,640507,301 shares subject to outstanding performance share unit awards. The number of performance sharesshare units reflects the target amount for awards outstanding as of December 31, 2017.2023. The actual number of shares issued under our performance share unit 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 and Talent Committee following the end of the performance period. The performance share unit 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 3,529,2602,743,503 shares reserved for issuance under our Amended and Restated 2000 Employee Stock Purchase Plan and 6,399,8992,419,868 shares available for issuance under our 2017 Long-Term2022 Stock Incentive Plan. Under

(3) Includes awards granted pursuant to an inducement award of shares registered in the 2017 Long-Term Incentive Plan, full value awards such asRegistration Statement on Form S-8 filed August 5, 2022. The number of securities to be issued upon vesting includes outstanding restricted stock restricted stockunit awards of 34,694 and 16,654 shares subject to outstanding performance share unit awards. The number of performance share units and share-based performancereflects the target amount for awards reduce theoutstanding as of December 31, 2023. The actual number of shares available for issuance by a factor of 2.23, or if such an award were forfeited or terminated without deliveryissued under our performance share unit awards will range between 0% and 200% of the shares,target amount based on our performance relative to the numberapplicable performance goals as determined by our Compensation and Talent Committee following the end of shares that again become eligible for issuance would be multiplied by a factorthe performance period. The performance share unit and restricted stock unit awards are not included in the weighted-average exercise price of 2.23.outstanding options, warrants and rights because they require no consideration upon vesting.


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 statement 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 3: 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 3: Ratification of the Appointment of Independent Registered Public Accounting Firm-Policy on Audit and Finance 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.

88


(b) Exhibit Listing

The following exhibits are filed as part of or are incorporated into this report by reference:
Exhibit NumberDescription
2.1
2.2DescriptionMethod of Filing2.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2023)
3.12.3
2.4
2.5
2.6
3.1
*
3.2
*
4.1
4.2
*
10.14.3
10.1*
10.2
10.3
10.4
89


Exhibit Number*Description
10.310.5*
10.410.6*
10.510.7*
10.610.8*
10.710.9
10.10
10.11
10.12
10.13*
10.810.14
10.15
10.16*
10.9*


Exhibit NumberDescriptionMethod of Filing
10.10*
10.11*
10.12*
10.1310.17*
10.14
Filed
herewith
10.1510.18*
10.16
Filed
herewith
10.1710.19*
10.1810.20*
10.1910.21
90


Exhibit NumberDescription
10.22
Filed
herewith
10.2010.23
10.24
10.25
10.26*
10.21
Filed
herewith
10.2210.27
Filed
herewith
10.23
Filed
herewith
10.24*
10.2510.28
10.29
10.30
10.31
10.32
10.33
10.34*
10.2610.35
Filed
herewith


Exhibit NumberDescriptionMethod of Filing
10.27*
10.2821.1*
21.1
Filed
herewith
23.1
91


Exhibit Number
Filed
herewith
Description
24.131.1
Filed
herewith
31.1
Filed
herewith
 
31.2
 
Filed
herewith
32.1
Furnished
herewith
10197Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of December 31, 2017 and December 31, 2016, (ii) Consolidated Statements of Income for the years ended December 31, 2017, 2016 and 2015, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015, (iv) Consolidated Statements of Shareholders' Equity for the years ended December 31, 2017, 2016 and 2015 (v) Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015, and (vi) Notes to Consolidated Financial Statements
Filed
101.INSXBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
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.



92


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 22, 2024/s/ Barry C. McCarthy
DELUXE CORPORATION
Date: February 23, 2018By: /s/ Lee Schram
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.
22, 2024.
SignatureTitle
Signature/s/ Barry C. McCarthyTitle
By: /s/ Lee SchramPresident and Chief Executive Officer
Lee SchramBarry C. McCarthy(Principal Executive Officer)
By: /s/ Keith A. Bush/s/ William C. ZintSenior Vice President, Chief Financial Officer
Keith A. BushWilliam C. Zint(Principal Financial Officer)
/s/ Chad P. KurthVice President, Chief Accounting Officer and
Chad P. Kurth(Principal Accounting Officer)
/s/ William C. Cobb
William C. CobbDirector
*
/s/ Paul R. Garcia
Paul R. GarciaDirector
Ronald C. Baldwin
/s/ Cheryl Mayberry McKissack
Cheryl Mayberry McKissackDirector
*
/s/ Don J. McGrath
Don J. McGrathDirector
*
Cheryl Mayberry McKissackDirector
*
Neil J. MetvinerDirector
*
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/ Telisa L. Yancy
Victoria A. TreygerTelisa L. YancyDirector
* By: /s/ Lee Schram
Lee Schram, Attorney-in-Fact

10193