þ
|
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended
December 31, 2012
|
Minnesota
(State or other jurisdiction of incorporation or organization)
|
41-0216800
(I.R.S. Employer Identification No.)
|
3680 Victoria St. N., Shoreview, Minnesota
(Address of principal executive offices)
|
55126-2966
(Zip Code)
|
Common Stock, par value $1.00 per share
(Title of each class)
|
New York Stock Exchange
(Name of each exchange on which registered)
|
Large accelerated filer
þ
|
Accelerated filer
o
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
o
|
Item
|
|
Description
|
|
Page
|
|
Item 1
|
|
Business
|
|
3
|
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Item 1A
|
|
Risk Factors
|
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11
|
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Item 1B
|
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Unresolved Staff Comments
|
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18
|
|
Item 2
|
|
Properties
|
|
18
|
|
Item 3
|
|
Legal Proceedings
|
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18
|
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Item 4
|
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Mine Safety Disclosures
|
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18
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Item 5
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
18
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Item 6
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Selected Financial Data
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21
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Item 7
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|
Management's Discussion and Analysis of Financial Condition and Results of Operations
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22
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Item 7A
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Quantitative and Qualitative Disclosures About Market Risk
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43
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Item 8
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Financial Statements and Supplementary Data
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44
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Item 9
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
|
98
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Item 9A
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Controls and Procedures
|
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98
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Item 9B
|
|
Other Information
|
|
98
|
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Item 10
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|
Directors, Executive Officers and Corporate Governance
|
|
98
|
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Item 11
|
|
Executive Compensation
|
|
99
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Item 12
|
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
99
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Item 13
|
|
Certain Relationships and Related Transactions, and Director Independence
|
|
99
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Item 14
|
|
Principal Accounting Fees and Services
|
|
99
|
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Item 15
|
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Exhibits, Financial Statement Schedules
|
|
100
|
|
|
|
Signatures
|
|
104
|
|
|
|
Index to Exhibits
|
|
105
|
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Checks, including contract settlements
|
|
58.7
|
%
|
|
61.5
|
%
|
|
63.9
|
%
|
Marketing solutions, including services
|
|
13.6
|
%
|
|
10.6
|
%
|
|
9.0
|
%
|
Forms
|
|
13.2
|
%
|
|
13.8
|
%
|
|
13.9
|
%
|
Accessories and other products
|
|
9.2
|
%
|
|
9.0
|
%
|
|
8.8
|
%
|
Other services
|
|
5.3
|
%
|
|
5.1
|
%
|
|
4.4
|
%
|
Total revenue
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
•
|
Acquire new customers by leveraging customer referrals that we receive from our Financial Services segment's financial institution clients and our telecommunications clients, as well as from other marketing initiatives, including internet and direct mail solicitations;
|
•
|
Expand sales of higher growth marketing solutions and other services;
|
•
|
Increase our share of the amount small businesses spend on the types of products and services in our portfolio through increased brand awareness and improved customer segmentation and analytics; and
|
•
|
Continue to optimize our cost and expense structure.
|
•
|
Optimize core check revenue streams and acquire new clients;
|
•
|
Expand sales of higher growth marketing solutions and other services that differentiate us from the competition; and
|
•
|
Continue to optimize our cost and expense structure.
|
•
|
Marketing solutions – a variety of strategic and tactical marketing solutions which help financial institutions acquire new customers, deepen existing customer relationships and retain customers, including Cornerstone Solutions
SM
, analytics-driven direct marketing programs, and SwitchAgent
SM
, a proprietary service allowing consumers to easily switch from one financial institution to another.
|
•
|
Banker's Dashboard® – online financial management tools that provide financial institutions with a comprehensive daily view of their financial picture.
|
•
|
Deluxe Provent
SM
– a comprehensive suite of identity protection services.
|
•
|
Deluxe Detect® – a new account applicant screening tool.
|
•
|
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.
|
•
|
Financial institutions seek to maintain the profits they have historically generated from their check programs, despite the decline in check usage. This continues to put significant pricing pressure on check printers.
|
•
|
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 three to six years. However, contracts may be renegotiated or bought out mid-term due to a consolidation of financial institutions.
|
•
|
Banks, especially larger ones, may request pre-paid 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.
|
Name
|
Age
|
Present Position
|
Executive Officer Since
|
Anthony Scarfone
|
51
|
Senior Vice President, General Counsel and Secretary
|
2000
|
Terry Peterson
|
48
|
Senior Vice President, Chief Financial Officer
|
2005
|
Lee Schram
|
51
|
Chief Executive Officer
|
2006
|
Pete Godich
|
48
|
Senior Vice President, Fulfillment
|
2008
|
Julie Loosbrock
|
53
|
Senior Vice President, Human Resources
|
2008
|
Malcolm McRoberts
|
48
|
Senior Vice President, Small Business Services
|
2008
|
Laura Radewald
|
52
|
Vice President, Enterprise Brand, Customer Experience and Media Relations
|
2008
|
John Filby
|
50
|
Senior Vice President, Financial Services
|
2012
|
Jeffrey Bata
|
47
|
Vice President, Controller and Chief Accounting Officer
|
2012
|
Tracey Engelhardt
|
48
|
Vice President, Direct-to-Consumer
|
2012
|
•
|
Our experience indicates that financial institution failures, as well as the consolidation of companies within the financial services industry, caused some larger financial institutions to lose customers. A report issued by Javelin Strategy and Research in June 2012 reported that approximately 11% of consumers surveyed indicated they were considering
|
•
|
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 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 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 party in the merger/acquisition.
|
|
|
|
|
Stock price
|
||||||||||||
|
|
Dividend
|
|
High
|
|
Low
|
|
Close
|
||||||||
2012
|
|
|
|
|
|
|
|
|
||||||||
Quarter 4
|
|
$
|
0.25
|
|
|
$
|
32.58
|
|
|
$
|
28.33
|
|
|
$
|
32.24
|
|
Quarter 3
|
|
0.25
|
|
|
32.39
|
|
|
25.02
|
|
|
30.56
|
|
||||
Quarter 2
|
|
0.25
|
|
|
25.25
|
|
|
21.40
|
|
|
24.94
|
|
||||
Quarter 1
|
|
0.25
|
|
|
26.90
|
|
|
22.53
|
|
|
23.42
|
|
||||
2011
|
|
|
|
|
|
|
|
|
||||||||
Quarter 4
|
|
$
|
0.25
|
|
|
$
|
24.83
|
|
|
$
|
17.65
|
|
|
$
|
22.76
|
|
Quarter 3
|
|
0.25
|
|
|
26.70
|
|
|
17.50
|
|
|
18.60
|
|
||||
Quarter 2
|
|
0.25
|
|
|
29.30
|
|
|
22.11
|
|
|
24.71
|
|
||||
Quarter 1
|
|
0.25
|
|
|
27.03
|
|
|
22.94
|
|
|
26.54
|
|
Period
|
|
Total number of shares (or units) purchased
|
|
Average price paid per share (or unit)
|
|
Total number of shares (or units) purchased as part of publicly announced plans or programs
|
|
Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
|
|||||
October 1, 2012 - October 31, 2012
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
4,748,346
|
|
November 1, 2012 - November 30, 2012
|
|
170,428
|
|
|
29.30
|
|
|
170,428
|
|
|
4,577,918
|
|
|
December 1, 2012 - December 31, 2012
|
|
320,000
|
|
|
31.76
|
|
|
320,000
|
|
|
4,257,918
|
|
|
Total
|
|
490,428
|
|
|
30.90
|
|
|
490,428
|
|
|
4,257,918
|
|
(dollars and orders in thousands, except per share and per order amounts)
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
|
$
|
1,514,917
|
|
|
$
|
1,417,596
|
|
|
$
|
1,402,237
|
|
|
$
|
1,344,195
|
|
|
$
|
1,468,662
|
|
As a percentage of total revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross profit
|
|
65.4
|
%
|
|
65.2
|
%
|
|
65.2
|
%
|
|
62.4
|
%
|
|
61.4
|
%
|
|||||
Selling, general and administrative expense
|
|
44.9
|
%
|
|
45.2
|
%
|
|
44.5
|
%
|
|
45.9
|
%
|
|
45.7
|
%
|
|||||
Operating income
|
|
19.9
|
%
|
|
19.1
|
%
|
|
20.1
|
%
|
|
14.2
|
%
|
|
14.2
|
%
|
|||||
Operating income
|
|
$
|
302,028
|
|
|
$
|
271,058
|
|
|
$
|
281,544
|
|
|
$
|
190,589
|
|
|
$
|
209,234
|
|
Income from continuing operations:
|
|
170,492
|
|
|
144,595
|
|
|
153,395
|
|
|
99,365
|
|
|
105,872
|
|
|||||
Per share - basic
|
|
3.33
|
|
|
2.82
|
|
|
2.98
|
|
|
1.94
|
|
|
2.06
|
|
|||||
Per share - diluted
|
|
3.32
|
|
|
2.80
|
|
|
2.97
|
|
|
1.94
|
|
|
2.05
|
|
|||||
Cash dividends per share
|
|
1.00
|
|
|
1.00
|
|
|
1.00
|
|
|
1.00
|
|
|
1.00
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
45,435
|
|
|
$
|
28,687
|
|
|
$
|
17,383
|
|
|
$
|
12,789
|
|
|
$
|
15,590
|
|
Return on average assets
(1)
|
|
12.2
|
%
|
|
10.7
|
%
|
|
12.1
|
%
|
|
8.2
|
%
|
|
8.4
|
%
|
|||||
Total assets
|
|
$
|
1,412,440
|
|
|
$
|
1,388,809
|
|
|
$
|
1,308,691
|
|
|
$
|
1,211,210
|
|
|
$
|
1,218,985
|
|
Long-term obligations
(2)
|
|
652,581
|
|
|
741,706
|
|
|
748,122
|
|
|
742,753
|
|
|
775,336
|
|
|||||
Total debt
|
|
652,581
|
|
|
741,706
|
|
|
755,122
|
|
|
768,753
|
|
|
853,336
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Statement of Cash Flows Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities of continuing operations
|
|
$
|
244,077
|
|
|
$
|
235,367
|
|
|
$
|
212,615
|
|
|
$
|
206,438
|
|
|
$
|
198,487
|
|
Net cash used by investing activities of continuing operations
|
|
(68,513
|
)
|
|
(131,785
|
)
|
|
(136,170
|
)
|
|
(81,788
|
)
|
|
(135,773
|
)
|
|||||
Net cash used by financing activities of continuing operations
|
|
(159,510
|
)
|
|
(91,702
|
)
|
|
(72,541
|
)
|
|
(128,545
|
)
|
|
(67,681
|
)
|
|||||
Purchases of capital assets
|
|
(35,193
|
)
|
|
(35,506
|
)
|
|
(43,932
|
)
|
|
(44,266
|
)
|
|
(31,865
|
)
|
|||||
Payments for acquisitions, net of cash acquired
|
|
(34,172
|
)
|
|
(85,641
|
)
|
|
(98,621
|
)
|
|
(30,825
|
)
|
|
(104,879
|
)
|
|||||
Payments for common shares repurchased
|
|
(27,155
|
)
|
|
(23,620
|
)
|
|
(2,999
|
)
|
|
(1,319
|
)
|
|
(21,847
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Data (continuing operations):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Orders
(3)
|
|
53,216
|
|
|
54,348
|
|
|
56,736
|
|
|
59,174
|
|
|
62,823
|
|
|||||
Revenue per order
(3)
|
|
$
|
28.47
|
|
|
$
|
26.08
|
|
|
$
|
24.72
|
|
|
$
|
22.72
|
|
|
$
|
23.38
|
|
Number of employees
|
|
5,476
|
|
|
5,565
|
|
|
5,765
|
|
|
6,089
|
|
|
7,172
|
|
|||||
Number of printing/fulfillment facilities
|
|
14
|
|
|
16
|
|
|
15
|
|
|
14
|
|
|
21
|
|
|||||
Number of call center facilities
|
|
13
|
|
|
13
|
|
|
14
|
|
|
12
|
|
|
14
|
|
•
|
Acquire new customers by leveraging customer referrals that we receive from our Financial Services segment's financial institution clients and our telecommunications clients, as well as from other marketing initiatives, including internet and direct mail solicitations;
|
•
|
Expand sales of higher growth marketing solutions and other services;
|
•
|
Increase our share of the amount small businesses spend on the types of products and services in our portfolio through increased brand awareness and improved customer segmentation and analytics; and
|
•
|
Continue to optimize our cost and expense structure.
|
•
|
Optimize core check revenue streams and acquire new clients;
|
•
|
Expand sales of higher growth marketing solutions and other services that differentiate us from the competition; and
|
•
|
Continue to optimize our cost and expense structure.
|
•
|
Marketing solutions – a variety of strategic and tactical marketing solutions which help financial institutions acquire new customers, deepen existing customer relationships and retain customers, including Cornerstone Solutions
SM
, analytics-driven direct marketing programs, and SwitchAgent
SM
, a proprietary service allowing consumers to easily switch from one financial institution to another.
|
•
|
Banker's Dashboard® – online financial management tools that provide financial institutions with a comprehensive daily view of their financial picture.
|
•
|
Deluxe Provent
SM
– a comprehensive suite of identity protection services.
|
•
|
Deluxe Detect® – a new account applicant screening tool.
|
•
|
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.
|
|
|
|
|
|
|
|
|
Change
|
||||||||||
(in thousands, except per order amounts)
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||
Total revenue
|
|
$
|
1,514,917
|
|
|
$
|
1,417,596
|
|
|
$
|
1,402,237
|
|
|
6.9
|
%
|
|
1.1
|
%
|
Orders
|
|
53,216
|
|
|
54,348
|
|
|
56,736
|
|
|
(2.1
|
%)
|
|
(4.2
|
%)
|
|||
Revenue per order
|
|
$
|
28.47
|
|
|
$
|
26.08
|
|
|
$
|
24.72
|
|
|
9.2
|
%
|
|
5.5
|
%
|
|
|
|
|
|
|
|
|
Change
|
|||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
|||||
Checks, including contract settlements
|
|
58.7
|
%
|
|
61.5
|
%
|
|
63.9
|
%
|
|
(2.8) pt.
|
|
|
(2.4) pt.
|
|
Marketing solutions, including services
|
|
13.6
|
%
|
|
10.6
|
%
|
|
9.0
|
%
|
|
3.0 pt.
|
|
|
1.6 pt.
|
|
Forms
|
|
13.2
|
%
|
|
13.8
|
%
|
|
13.9
|
%
|
|
(0.6) pt.
|
|
|
(0.1) pt.
|
|
Accessories and other products
|
|
9.2
|
%
|
|
9.0
|
%
|
|
8.8
|
%
|
|
0.2 pt.
|
|
|
0.2 pt.
|
|
Other services
|
|
5.3
|
%
|
|
5.1
|
%
|
|
4.4
|
%
|
|
0.2 pt.
|
|
|
0.7 pt.
|
|
Total revenue
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
—
|
|
|
—
|
|
|
|
|
|
Change
|
||||||||||||||
(in thousands)
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||
Gross profit
|
|
$
|
990,542
|
|
|
$
|
924,194
|
|
|
$
|
913,818
|
|
|
7.2
|
%
|
|
1.1
|
%
|
Gross margin
|
|
65.4
|
%
|
|
65.2
|
%
|
|
65.2
|
%
|
|
0.2 pt.
|
|
|
—
|
|
|
|
|
|
Change
|
||||||||||||||
(in thousands)
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||
SG&A expense
|
|
$
|
680,460
|
|
|
$
|
640,307
|
|
|
$
|
624,303
|
|
|
6.3
|
%
|
|
2.6
|
%
|
SG&A expense as a percentage of total revenue
|
|
44.9
|
%
|
|
45.2
|
%
|
|
44.5
|
%
|
|
(0.3 pt.
|
)
|
|
0.7 pt.
|
|
|
|
|
|
Change
|
||||||||||||||||
(in thousands)
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||||
Net restructuring charges
|
|
$
|
7,926
|
|
|
$
|
11,743
|
|
|
$
|
7,971
|
|
|
$
|
(3,817
|
)
|
|
$
|
3,772
|
|
|
|
|
|
Change
|
||||||||||||||||
(in thousands)
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||||
Loss on early debt extinguishment
|
|
$
|
5,258
|
|
|
$
|
6,995
|
|
|
$
|
—
|
|
|
$
|
(1,737
|
)
|
|
$
|
6,995
|
|
|
|
|
|
Change
|
||||||||||||||
(in thousands)
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||
Interest expense
|
|
$
|
46,847
|
|
|
$
|
47,797
|
|
|
$
|
44,165
|
|
|
(2.0
|
%)
|
|
8.2
|
%
|
Weighted-average debt outstanding
|
|
742,534
|
|
|
760,798
|
|
|
793,767
|
|
|
(2.4
|
%)
|
|
(4.2
|
%)
|
|||
Weighted-average interest rate
|
|
5.73
|
%
|
|
5.63
|
%
|
|
5.09
|
%
|
|
0.10 pt.
|
|
|
0.54 pt.
|
|
|
|
|
|
Change
|
||||||||||||||
(in thousands)
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||
Income tax provision
|
|
$
|
80,261
|
|
|
$
|
71,489
|
|
|
$
|
82,554
|
|
|
12.3
|
%
|
|
(13.4
|
%)
|
Effective tax rate
|
|
32.0
|
%
|
|
33.1
|
%
|
|
35.0
|
%
|
|
(1.1) pt.
|
|
|
(1.9) pt.
|
|
|
|
|
|
|
|
|
|
Change
|
||||||||||
(in thousands)
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||
Total revenue
|
|
$
|
961,631
|
|
|
$
|
846,449
|
|
|
$
|
796,254
|
|
|
13.6
|
%
|
|
6.3
|
%
|
Operating income
|
|
160,363
|
|
|
145,219
|
|
|
137,534
|
|
|
10.4
|
%
|
|
5.6
|
%
|
|||
Operating margin
|
|
16.7
|
%
|
|
17.2
|
%
|
|
17.3
|
%
|
|
(0.5 pt.
|
)
|
|
(0.1 pt.
|
)
|
|
|
|
|
|
|
|
|
Change
|
||||||||||
(in thousands)
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||
Total revenue
|
|
$
|
341,135
|
|
|
$
|
342,382
|
|
|
$
|
390,331
|
|
|
(0.4
|
%)
|
|
(12.3
|
%)
|
Operating income
|
|
77,728
|
|
|
59,804
|
|
|
84,158
|
|
|
30.0
|
%
|
|
(28.9
|
%)
|
|||
Operating margin
|
|
22.8
|
%
|
|
17.5
|
%
|
|
21.6
|
%
|
|
5.3 pt.
|
|
|
(4.1 pt.
|
)
|
|
|
|
|
|
|
|
|
Change
|
||||||||||
(in thousands)
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||
Total revenue
|
|
$
|
212,151
|
|
|
$
|
228,765
|
|
|
$
|
215,652
|
|
|
(7.3
|
%)
|
|
6.1
|
%
|
Operating income
|
|
63,937
|
|
|
66,035
|
|
|
59,852
|
|
|
(3.2
|
%)
|
|
10.3
|
%
|
|||
Operating margin
|
|
30.1
|
%
|
|
28.9
|
%
|
|
27.8
|
%
|
|
1.2 pt.
|
|
|
1.1 pt.
|
|
|
|
|
|
|
|
|
|
Change
|
||||||||||||
(in thousands)
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||||
Net cash provided by operating activities of continuing operations
|
|
$
|
244,077
|
|
|
$
|
235,367
|
|
|
$
|
212,615
|
|
|
$
|
8,710
|
|
|
$
|
22,752
|
|
Net cash used by investing activities of continuing operations
|
|
(68,513
|
)
|
|
(131,785
|
)
|
|
(136,170
|
)
|
|
63,272
|
|
|
4,385
|
|
|||||
Net cash used by financing activities of continuing operations
|
|
(159,510
|
)
|
|
(91,702
|
)
|
|
(72,541
|
)
|
|
(67,808
|
)
|
|
(19,161
|
)
|
|||||
Effect of exchange rate change on cash
|
|
694
|
|
|
(576
|
)
|
|
690
|
|
|
1,270
|
|
|
(1,266
|
)
|
|||||
Net change in cash and cash equivalents
|
|
$
|
16,748
|
|
|
$
|
11,304
|
|
|
$
|
4,594
|
|
|
$
|
5,444
|
|
|
$
|
6,710
|
|
|
|
|
|
|
|
|
|
Change
|
||||||||||||
(in thousands)
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||||
Income tax payments
|
|
$
|
83,875
|
|
|
$
|
60,861
|
|
|
$
|
70,246
|
|
|
$
|
23,014
|
|
|
$
|
(9,385
|
)
|
Interest payments
|
|
46,514
|
|
|
42,542
|
|
|
44,054
|
|
|
3,972
|
|
|
(1,512
|
)
|
|||||
Funding of medical benefits
(1)
|
|
41,670
|
|
|
36,792
|
|
|
39,400
|
|
|
4,878
|
|
|
(2,608
|
)
|
|||||
Pension contributions and employee profit sharing/cash bonus payments
|
|
18,805
|
|
|
27,165
|
|
|
29,790
|
|
|
(8,360
|
)
|
|
(2,625
|
)
|
|||||
Contract acquisition payments
|
|
16,952
|
|
|
12,190
|
|
|
22,087
|
|
|
4,762
|
|
|
(9,897
|
)
|
|||||
Severance payments
|
|
7,183
|
|
|
7,484
|
|
|
11,558
|
|
|
(301
|
)
|
|
(4,074
|
)
|
|
|
|
|
|
|
|
|
Change
|
||||||||||||
(in thousands)
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||||
Proceeds from issuing long-term debt
|
|
$
|
200,000
|
|
|
$
|
200,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
200,000
|
|
Proceeds from issuing shares under employee plans
|
|
12,320
|
|
|
7,671
|
|
|
3,267
|
|
|
4,649
|
|
|
4,404
|
|
|||||
Proceeds from company-owned life insurance policies
|
|
—
|
|
|
—
|
|
|
6,143
|
|
|
—
|
|
|
(6,143
|
)
|
|
|
|
|
|
|
|
|
Change
|
||||||||||||
(in thousands)
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||||
Payments on long-term debt, including costs of debt reacquisition
|
|
$
|
288,938
|
|
|
$
|
215,030
|
|
|
$
|
—
|
|
|
$
|
73,908
|
|
|
$
|
215,030
|
|
Cash dividends paid to shareholders
|
|
50,918
|
|
|
51,126
|
|
|
51,435
|
|
|
(208
|
)
|
|
(309
|
)
|
|||||
Purchases of capital assets
|
|
35,193
|
|
|
35,506
|
|
|
43,932
|
|
|
(313
|
)
|
|
(8,426
|
)
|
|||||
Payments for acquisitions, net of cash acquired
|
|
34,172
|
|
|
85,641
|
|
|
98,621
|
|
|
(51,469
|
)
|
|
(12,980
|
)
|
|||||
Payments for common shares repurchased
|
|
27,155
|
|
|
23,620
|
|
|
2,999
|
|
|
3,535
|
|
|
20,621
|
|
|||||
Loans to distributors
|
|
3,287
|
|
|
5,175
|
|
|
—
|
|
|
(1,888
|
)
|
|
5,175
|
|
|||||
Net payments on short-term debt
|
|
—
|
|
|
7,000
|
|
|
19,000
|
|
|
(7,000
|
)
|
|
(12,000
|
)
|
|||||
Payments on company-owned life insurance policies
|
|
—
|
|
|
6,383
|
|
|
—
|
|
|
(6,383
|
)
|
|
6,383
|
|
|
|
December 31, 2012
|
|
December 31, 2011
|
|
|
||||||||||||
(in thousands)
|
|
Amount
|
|
Weighted-
average interest rate
|
|
Amount
|
|
Weighted-
average interest rate
|
|
Change
|
||||||||
Fixed interest rate
|
|
$
|
255,478
|
|
|
6.6
|
%
|
|
$
|
455,466
|
|
|
6.9
|
%
|
|
$
|
(199,988
|
)
|
Floating interest rate
|
|
397,103
|
|
|
4.5
|
%
|
|
286,240
|
|
|
3.9
|
%
|
|
110,863
|
|
|||
Total debt
|
|
652,581
|
|
|
5.3
|
%
|
|
741,706
|
|
|
5.8
|
%
|
|
(89,125
|
)
|
|||
Shareholders’ equity
|
|
432,935
|
|
|
|
|
|
302,689
|
|
|
|
|
|
130,246
|
|
|||
Total capital
|
|
$
|
1,085,516
|
|
|
|
|
|
$
|
1,044,395
|
|
|
|
|
|
$
|
41,121
|
|
(in thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Daily average amount outstanding
|
|
$
|
—
|
|
|
$
|
21,655
|
|
|
$
|
49,957
|
|
Weighted-average interest rate
|
|
—
|
|
|
3.03
|
%
|
|
3.20
|
%
|
(in thousands)
|
Total available
|
||
Credit facility commitment
|
$
|
200,000
|
|
Outstanding letters of credit
(1)
|
(8,535
|
)
|
|
Net available for borrowing as of December 31, 2012
|
$
|
191,465
|
|
(in thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Balance, beginning of year
|
|
$
|
55,076
|
|
|
$
|
57,476
|
|
|
$
|
45,701
|
|
Additions
|
|
5,543
|
|
|
14,624
|
|
|
31,520
|
|
|||
Amortization
|
|
(17,110
|
)
|
|
(16,659
|
)
|
|
(19,745
|
)
|
|||
Other
|
|
(473
|
)
|
|
(365
|
)
|
|
—
|
|
|||
Balance, end of year
|
|
$
|
43,036
|
|
|
$
|
55,076
|
|
|
$
|
57,476
|
|
(in thousands)
|
|
Total
|
|
2013
|
|
2014 and 2015
|
|
2016 and 2017
|
|
2018 and thereafter
|
||||||||||
Long-term debt and related interest
|
|
$
|
857,925
|
|
|
$
|
38,992
|
|
|
$
|
315,388
|
|
|
$
|
52,000
|
|
|
$
|
451,545
|
|
Operating lease obligations
|
|
12,999
|
|
|
6,170
|
|
|
5,650
|
|
|
1,179
|
|
|
—
|
|
|||||
Purchase obligations
|
|
32,275
|
|
|
20,216
|
|
|
11,961
|
|
|
98
|
|
|
—
|
|
|||||
Other non-current liabilities
|
|
19,319
|
|
|
6,630
|
|
|
8,030
|
|
|
1,528
|
|
|
3,131
|
|
|||||
Total contractual obligations
|
|
$
|
922,518
|
|
|
$
|
72,008
|
|
|
$
|
341,029
|
|
|
$
|
54,805
|
|
|
$
|
454,676
|
|
•
|
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
$6.8 million
as of
December 31, 2012
, excluding tax benefits of deductible interest and the federal benefit of deductible state income tax.
|
•
|
Insured environmental remediation costs – As of
December 31, 2012
,
$5.3 million
of the costs included in our environmental accruals are covered by an environmental insurance policy which we purchased in 2002. The related receivables from the insurance company are reflected in other current assets and other non-current assets in our consolidated balance sheets based on the amounts of our environmental accruals for insured sites. Uninsured environmental accruals of
$3.1 million
as of
December 31, 2012
are included in the table above.
|
•
|
Fair value of interest rate swaps – As of December 31, 2012, other non-current liabilities included
$4.2 million
for the fair value of interest rate swaps related to our long-term debt due in 2020.
|
•
|
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,
$1.7 million
of our deferred compensation liability as of
December 31, 2012
is excluded from the obligations shown in the table above.
|
•
|
Benefit payments for our postretirement benefit plan – We have contributed funds to this plan for the purpose of funding our obligations. Thus, we have the option of paying benefits from the 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 do anticipate that we will utilize plan assets to pay a portion of our benefits during 2013. Our postretirement benefit plan was overfunded
$5.0 million
as of
December 31, 2012
.
|
•
|
Payments to our 401(k) plan – Payments to our 401(k) plan throughout the year are dependent on the number of employees participating in the plan, the level of employee contributions and employee wage rates.
|
•
|
Profit sharing and cash bonus payments – Amounts payable under our profit sharing and cash bonus plans are dependent on our operating performance.
|
•
|
Income tax payments, which are dependent upon our earnings.
|
(in thousands)
|
|
One-percentage-point increase
|
|
One-percentage-point decrease
|
||||
Effect on total of service and interest cost
|
|
$
|
61
|
|
|
$
|
(57
|
)
|
Effect on benefit obligation
|
|
1,925
|
|
|
(1,805
|
)
|
(in thousands)
|
|
Carrying amount
|
|
Fair value
(1)
|
|
Weighted-average interest rate
|
|||||
Long-term notes maturing October 2014, including increase of $3,370 related to the cumulative change in fair value of hedged debt
|
|
$
|
256,770
|
|
|
$
|
266,048
|
|
|
4.3
|
%
|
Long-term notes maturing March 2019
|
|
200,000
|
|
|
215,000
|
|
|
7.0
|
%
|
||
Long-term notes maturing November 2020, including decrease of $4,189 related to the cumulative change in fair value of hedged debt
|
|
195,811
|
|
|
195,811
|
|
|
5.0
|
%
|
||
Total debt
|
|
$
|
652,581
|
|
|
$
|
676,859
|
|
|
5.3
|
%
|
|
|
December 31,
2012 |
|
December 31,
2011 |
||||
ASSETS
|
|
|
|
|
||||
Current Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
45,435
|
|
|
$
|
28,687
|
|
Trade accounts receivable, net of allowances for uncollectible accounts
|
|
70,387
|
|
|
69,023
|
|
||
Inventories and supplies
|
|
23,291
|
|
|
22,043
|
|
||
Deferred income taxes
|
|
7,687
|
|
|
7,216
|
|
||
Funds held for customers
|
|
43,140
|
|
|
44,394
|
|
||
Other current assets
|
|
29,803
|
|
|
21,212
|
|
||
Total current assets
|
|
219,743
|
|
|
192,575
|
|
||
Deferred Income Taxes
|
|
1,662
|
|
|
—
|
|
||
Long-Term Investments (including $2,196 and $2,165 of investments at fair value, respectively)
|
|
46,898
|
|
|
45,147
|
|
||
Property, Plant And Equipment, net of accumulated depreciation
|
|
104,189
|
|
|
113,411
|
|
||
Assets Held For Sale
|
|
970
|
|
|
2,741
|
|
||
Intangibles, net of accumulated amortization
|
|
150,717
|
|
|
157,339
|
|
||
Goodwill
|
|
789,636
|
|
|
776,998
|
|
||
Other Non-Current Assets
|
|
98,625
|
|
|
100,598
|
|
||
Total Assets
|
|
$
|
1,412,440
|
|
|
$
|
1,388,809
|
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
||
Current Liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
65,107
|
|
|
$
|
64,694
|
|
Accrued liabilities
|
|
155,003
|
|
|
150,098
|
|
||
Long-term debt due within one year
|
|
—
|
|
|
85,575
|
|
||
Total current liabilities
|
|
220,110
|
|
|
300,367
|
|
||
Long-Term Debt
|
|
652,581
|
|
|
656,131
|
|
||
Deferred Income Taxes
|
|
75,147
|
|
|
49,807
|
|
||
Other Non-Current Liabilities
|
|
31,667
|
|
|
79,815
|
|
||
Commitments And Contingencies (Notes 9, 13 and 14)
|
|
|
|
|
|
|
||
Shareholders’ Equity:
|
|
|
|
|
|
|
||
Common shares $1 par value (authorized: 500,000 shares; outstanding: 2012 – 50,614; 2011 – 50,826)
|
|
50,614
|
|
|
50,826
|
|
||
Additional paid-in capital
|
|
47,968
|
|
|
55,838
|
|
||
Retained earnings
|
|
375,000
|
|
|
255,426
|
|
||
Accumulated other comprehensive loss
|
|
(40,647
|
)
|
|
(59,401
|
)
|
||
Total shareholders’ equity
|
|
432,935
|
|
|
302,689
|
|
||
Total Liabilities And Shareholders’ Equity
|
|
$
|
1,412,440
|
|
|
$
|
1,388,809
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Product revenue
|
|
$
|
1,345,929
|
|
|
$
|
1,280,420
|
|
|
$
|
1,279,632
|
|
Service revenue
|
|
168,988
|
|
|
137,176
|
|
|
122,605
|
|
|||
Total Revenue
|
|
1,514,917
|
|
|
1,417,596
|
|
|
1,402,237
|
|
|||
Cost of products sold
|
|
(446,994
|
)
|
|
(435,563
|
)
|
|
(435,284
|
)
|
|||
Cost of services provided
|
|
(77,381
|
)
|
|
(57,839
|
)
|
|
(53,135
|
)
|
|||
Total Cost Of Revenue
|
|
(524,375
|
)
|
|
(493,402
|
)
|
|
(488,419
|
)
|
|||
Gross Profit
|
|
990,542
|
|
|
924,194
|
|
|
913,818
|
|
|||
Selling, general and administrative expense
|
|
(680,460
|
)
|
|
(640,307
|
)
|
|
(624,303
|
)
|
|||
Net restructuring charges
|
|
(7,926
|
)
|
|
(11,743
|
)
|
|
(7,971
|
)
|
|||
Asset impairment charge
|
|
—
|
|
|
(1,196
|
)
|
|
—
|
|
|||
Net (loss) gain on sale of facility
|
|
(128
|
)
|
|
110
|
|
|
—
|
|
|||
Operating Income
|
|
302,028
|
|
|
271,058
|
|
|
281,544
|
|
|||
Loss on early debt extinguishment
|
|
(5,258
|
)
|
|
(6,995
|
)
|
|
—
|
|
|||
Interest expense
|
|
(46,847
|
)
|
|
(47,797
|
)
|
|
(44,165
|
)
|
|||
Other income (expense)
|
|
830
|
|
|
(182
|
)
|
|
(1,430
|
)
|
|||
Income Before Income Taxes
|
|
250,753
|
|
|
216,084
|
|
|
235,949
|
|
|||
Income tax provision
|
|
(80,261
|
)
|
|
(71,489
|
)
|
|
(82,554
|
)
|
|||
Income From Continuing Operations
|
|
170,492
|
|
|
144,595
|
|
|
153,395
|
|
|||
Net Loss From Discontinued Operations
|
|
—
|
|
|
—
|
|
|
(771
|
)
|
|||
Net Income
|
|
$
|
170,492
|
|
|
$
|
144,595
|
|
|
$
|
152,624
|
|
|
|
|
|
|
|
|
||||||
Basic Earnings (Loss) Per Share:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
3.33
|
|
|
$
|
2.82
|
|
|
$
|
2.98
|
|
Net loss from discontinued operations
|
|
—
|
|
|
—
|
|
|
(0.02
|
)
|
|||
Basic earnings per share
|
|
3.33
|
|
|
2.82
|
|
|
2.97
|
|
|||
|
|
|
|
|
|
|
||||||
Diluted Earnings (Loss) Per Share:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
3.32
|
|
|
$
|
2.80
|
|
|
$
|
2.97
|
|
Net loss from discontinued operations
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|||
Diluted earnings per share
|
|
3.32
|
|
|
2.80
|
|
|
2.96
|
|
|||
|
|
|
|
|
|
|
||||||
Cash Dividends Per Share
|
|
$
|
1.00
|
|
|
$
|
1.00
|
|
|
$
|
1.00
|
|
|
|
Year Ended December 31,
|
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
||||||
Net Income
|
|
$
|
170,492
|
|
|
$
|
144,595
|
|
|
$
|
152,624
|
|
|
Other Comprehensive Income:
|
|
|
|
|
|
|
|
||||||
Reclassification of loss on derivative instruments from other comprehensive income to net income, net of tax
|
|
1,110
|
|
|
1,591
|
|
|
1,319
|
|
|
|||
Pension and postretirement benefit plans, net of tax:
|
|
|
|
|
|
|
|
||||||
Net actuarial gain (loss) loss arising during the year
|
|
15,221
|
|
|
(10,627
|
)
|
|
(1,376
|
)
|
|
|||
Less reclassification of amounts from other comprehensive income to net income:
|
|
|
|
|
|
|
|
||||||
Amortization of prior service credit
|
|
(1,899
|
)
|
|
(2,330
|
)
|
|
(2,327
|
)
|
|
|||
Amortization of net actuarial loss
|
|
3,653
|
|
|
3,371
|
|
|
3,361
|
|
|
|||
Pension and postretirement benefit plans, net of tax
|
|
16,975
|
|
|
(9,586
|
)
|
|
(342
|
)
|
|
|||
Unrealized (losses) gains on securities, net of tax:
|
|
|
|
|
|
|
|
||||||
Unrealized holding (losses) gains on securities arising during the year
|
|
(29
|
)
|
|
165
|
|
|
13
|
|
|
|||
Less reclassification of realized gains from other comprehensive income to net income
|
|
(241
|
)
|
|
—
|
|
|
—
|
|
|
|||
Unrealized (losses) gains on securities, net of tax
|
|
(270
|
)
|
|
165
|
|
|
13
|
|
|
|||
Unrealized foreign currency translation adjustment
|
|
939
|
|
|
(1,559
|
)
|
|
1,816
|
|
|
|||
Other Comprehensive Income (Loss), Net Of Tax
|
|
18,754
|
|
|
(9,389
|
)
|
|
2,806
|
|
|
|||
Comprehensive Income
|
|
$
|
189,246
|
|
|
$
|
135,206
|
|
|
$
|
155,430
|
|
|
|
|
|
|
|
|
|
|
||||||
Related Tax (Expense) Benefit Of Other Comprehensive Income (Loss) Included In Above Amounts:
|
|
|
|
|
|
|
|
||||||
Reclassification of loss on derivative instruments from other other comprehensive income to net income
|
|
$
|
(676
|
)
|
|
$
|
(951
|
)
|
|
$
|
(770
|
)
|
|
Pension and postretirement benefit plans:
|
|
|
|
|
|
|
|
||||||
Net actuarial gain (loss) arising during the year
|
|
(15,589
|
)
|
|
6,442
|
|
|
837
|
|
|
|||
Less reclassification of amounts from other comprehensive income to net income:
|
|
|
|
|
|
|
|
||||||
Amortization of prior service credit
|
|
1,157
|
|
|
1,413
|
|
|
1,416
|
|
|
|||
Amortization of net actuarial loss
|
|
(2,226
|
)
|
|
(2,044
|
)
|
|
(2,045
|
)
|
|
|||
Pension and postretirement benefit plans
|
|
(16,658
|
)
|
|
5,811
|
|
|
208
|
|
|
|||
Unrealized (losses) gains on securities:
|
|
|
|
|
|
|
|
||||||
Unrealized holding (losses) gains on securities arising during the year
|
|
10
|
|
|
(65
|
)
|
|
(6
|
)
|
|
|||
Less reclassification of realized gains from other comprehensive income to net income
|
|
86
|
|
|
—
|
|
|
—
|
|
|
|||
Unrealized (losses) gains on securities
|
|
96
|
|
|
(65
|
)
|
|
(6
|
)
|
|
|||
Total Net Tax (Expense) Benefit Included In Other Comprehensive Income (Loss)
|
|
$
|
(17,238
|
)
|
|
$
|
4,795
|
|
|
$
|
(568
|
)
|
|
|
|
Common shares
(1)
|
|
Additional paid-in capital
|
|
Retained earnings
|
|
Accumulated other comprehensive loss
|
|
Total
|
||||||||||
Balance, December 31, 2009
|
|
$
|
51,189
|
|
|
$
|
58,071
|
|
|
$
|
60,768
|
|
|
$
|
(52,818
|
)
|
|
$
|
117,210
|
|
Net income
|
|
—
|
|
|
—
|
|
|
152,624
|
|
|
—
|
|
|
152,624
|
|
|||||
Cash dividends
|
|
—
|
|
|
—
|
|
|
(51,435
|
)
|
|
—
|
|
|
(51,435
|
)
|
|||||
Common shares issued
|
|
410
|
|
|
4,187
|
|
|
—
|
|
|
—
|
|
|
4,597
|
|
|||||
Tax impact of share-based awards
|
|
—
|
|
|
(677
|
)
|
|
—
|
|
|
—
|
|
|
(677
|
)
|
|||||
Common shares repurchased
|
|
(167
|
)
|
|
(2,832
|
)
|
|
—
|
|
|
—
|
|
|
(2,999
|
)
|
|||||
Other common shares retired
|
|
(94
|
)
|
|
(1,716
|
)
|
|
—
|
|
|
—
|
|
|
(1,810
|
)
|
|||||
Fair value of share-based compensation
|
|
—
|
|
|
5,882
|
|
|
—
|
|
|
—
|
|
|
5,882
|
|
|||||
Other comprehensive income (Note 15)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,806
|
|
|
2,806
|
|
|||||
Balance, December 31, 2010
|
|
51,338
|
|
|
62,915
|
|
|
161,957
|
|
|
(50,012
|
)
|
|
226,198
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
144,595
|
|
|
—
|
|
|
144,595
|
|
|||||
Cash dividends
|
|
—
|
|
|
—
|
|
|
(51,126
|
)
|
|
—
|
|
|
(51,126
|
)
|
|||||
Common shares issued
|
|
499
|
|
|
7,584
|
|
|
—
|
|
|
—
|
|
|
8,083
|
|
|||||
Common shares to be issued for Banker's Dashboard acquisition (Note 4)
|
|
—
|
|
|
4,300
|
|
|
—
|
|
|
—
|
|
|
4,300
|
|
|||||
Tax impact of share-based awards
|
|
—
|
|
|
112
|
|
|
—
|
|
|
—
|
|
|
112
|
|
|||||
Common shares repurchased
|
|
(940
|
)
|
|
(22,680
|
)
|
|
—
|
|
|
—
|
|
|
(23,620
|
)
|
|||||
Other common shares retired
|
|
(71
|
)
|
|
(1,758
|
)
|
|
—
|
|
|
—
|
|
|
(1,829
|
)
|
|||||
Fair value of share-based compensation
|
|
—
|
|
|
5,365
|
|
|
—
|
|
|
—
|
|
|
5,365
|
|
|||||
Other comprehensive loss (Note 15)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,389
|
)
|
|
(9,389
|
)
|
|||||
Balance, December 31, 2011
|
|
50,826
|
|
|
55,838
|
|
|
255,426
|
|
|
(59,401
|
)
|
|
302,689
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
170,492
|
|
|
—
|
|
|
170,492
|
|
|||||
Cash dividends
|
|
—
|
|
|
—
|
|
|
(50,918
|
)
|
|
—
|
|
|
(50,918
|
)
|
|||||
Common shares issued
|
|
1,113
|
|
|
19,161
|
|
|
—
|
|
|
—
|
|
|
20,274
|
|
|||||
Tax impact of share-based awards
|
|
—
|
|
|
1,491
|
|
|
—
|
|
|
—
|
|
|
1,491
|
|
|||||
Common shares repurchased
|
|
(999
|
)
|
|
(26,156
|
)
|
|
—
|
|
|
—
|
|
|
(27,155
|
)
|
|||||
Other common shares retired
|
|
(326
|
)
|
|
(8,944
|
)
|
|
—
|
|
|
—
|
|
|
(9,270
|
)
|
|||||
Fair value of share-based compensation
|
|
—
|
|
|
6,578
|
|
|
—
|
|
|
—
|
|
|
6,578
|
|
|||||
Other comprehensive income (Note 15)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,754
|
|
|
18,754
|
|
|||||
Balance, December 31, 2012
|
|
$
|
50,614
|
|
|
$
|
47,968
|
|
|
$
|
375,000
|
|
|
$
|
(40,647
|
)
|
|
$
|
432,935
|
|
|
|
Year Ended December 31,
|
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
170,492
|
|
|
$
|
144,595
|
|
|
$
|
152,624
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities of continuing operations:
|
|
|
|
|
|
|
|
|
|
||||
Net loss from discontinued operations
|
|
—
|
|
|
—
|
|
|
771
|
|
|
|||
Depreciation
|
|
19,922
|
|
|
21,547
|
|
|
20,946
|
|
|
|||
Amortization of intangibles
|
|
45,730
|
|
|
51,796
|
|
|
52,969
|
|
|
|||
Asset impairment charge
|
|
—
|
|
|
1,196
|
|
|
—
|
|
|
|||
Amortization of contract acquisition costs
|
|
17,110
|
|
|
16,659
|
|
|
19,745
|
|
|
|||
Deferred income taxes
|
|
6,270
|
|
|
9,350
|
|
|
20,362
|
|
|
|||
Employee share-based compensation expense
|
|
7,292
|
|
|
5,733
|
|
|
6,150
|
|
|
|||
Loss on early debt extinguishment
|
|
5,258
|
|
|
6,995
|
|
|
—
|
|
|
|||
Other non-cash items, net
|
|
9,371
|
|
|
10,612
|
|
|
12,802
|
|
|
|||
Changes in assets and liabilities, net of effect of acquisitions:
|
|
|
|
|
|
|
|
|
|
||||
Trade accounts receivable
|
|
(2,915
|
)
|
|
(6,648
|
)
|
|
(3,962
|
)
|
|
|||
Inventories and supplies
|
|
(1,629
|
)
|
|
(398
|
)
|
|
(470
|
)
|
|
|||
Other current assets
|
|
(1,982
|
)
|
|
(1,538
|
)
|
|
1,864
|
|
|
|||
Non-current assets
|
|
424
|
|
|
2,261
|
|
|
928
|
|
|
|||
Accounts payable
|
|
228
|
|
|
3,460
|
|
|
(5,193
|
)
|
|
|||
Contract acquisition payments
|
|
(16,952
|
)
|
|
(12,190
|
)
|
|
(22,087
|
)
|
|
|||
Other accrued and non-current liabilities
|
|
(14,542
|
)
|
|
(18,063
|
)
|
|
(44,834
|
)
|
|
|||
Net cash provided by operating activities of continuing operations
|
|
244,077
|
|
|
235,367
|
|
|
212,615
|
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||
Purchases of capital assets
|
|
(35,193
|
)
|
|
(35,506
|
)
|
|
(43,932
|
)
|
|
|||
Payments for acquisitions, net of cash acquired
|
|
(34,172
|
)
|
|
(85,641
|
)
|
|
(98,621
|
)
|
|
|||
Payments on company-owned life insurance policies
|
|
—
|
|
|
(6,383
|
)
|
|
—
|
|
|
|||
Loans to distributors
|
|
(3,287
|
)
|
|
(5,175
|
)
|
|
—
|
|
|
|||
Proceeds from company-owned life insurance policies
|
|
—
|
|
|
—
|
|
|
6,143
|
|
|
|||
Proceeds from sale of facility
|
|
2,613
|
|
|
699
|
|
|
—
|
|
|
|||
Other
|
|
1,526
|
|
|
221
|
|
|
240
|
|
|
|||
Net cash used by investing activities of continuing operations
|
|
(68,513
|
)
|
|
(131,785
|
)
|
|
(136,170
|
)
|
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
||||
Net payments on short-term debt
|
|
—
|
|
|
(7,000
|
)
|
|
(19,000
|
)
|
|
|||
Payments on long-term debt, including costs of debt reacquisition
|
|
(288,938
|
)
|
|
(215,030
|
)
|
|
—
|
|
|
|||
Proceeds from issuing long-term debt
|
|
200,000
|
|
|
200,000
|
|
|
—
|
|
|
|||
Payments for debt issue costs
|
|
(4,504
|
)
|
|
(3,513
|
)
|
|
(2,361
|
)
|
|
|||
Change in book overdrafts
|
|
(2,600
|
)
|
|
(136
|
)
|
|
(693
|
)
|
|
|||
Proceeds from issuing shares under employee plans
|
|
12,320
|
|
|
7,671
|
|
|
3,267
|
|
|
|||
Excess tax benefit from share-based employee awards
|
|
2,285
|
|
|
1,052
|
|
|
680
|
|
|
|||
Payments for common shares repurchased
|
|
(27,155
|
)
|
|
(23,620
|
)
|
|
(2,999
|
)
|
|
|||
Cash dividends paid to shareholders
|
|
(50,918
|
)
|
|
(51,126
|
)
|
|
(51,435
|
)
|
|
|||
Net cash used by financing activities of continuing operations
|
|
(159,510
|
)
|
|
(91,702
|
)
|
|
(72,541
|
)
|
|
|||
|
|
|
|
|
|
|
|
||||||
Effect Of Exchange Rate Change On Cash
|
|
694
|
|
|
(576
|
)
|
|
690
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Net Change In Cash And Cash Equivalents
|
|
16,748
|
|
|
11,304
|
|
|
4,594
|
|
|
|||
Cash And Cash Equivalents, Beginning Of Year
|
|
28,687
|
|
|
17,383
|
|
|
12,789
|
|
|
|||
Cash And Cash Equivalents, End Of Year
|
|
$
|
45,435
|
|
|
$
|
28,687
|
|
|
$
|
17,383
|
|
|
|
|
2012
|
|
2011
|
||||
Trade accounts receivable – gross
|
|
$
|
74,299
|
|
|
$
|
73,030
|
|
Allowances for uncollectible accounts
|
|
(3,912
|
)
|
|
(4,007
|
)
|
||
Trade accounts receivable – net
|
|
$
|
70,387
|
|
|
$
|
69,023
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Balance, beginning of year
|
|
$
|
4,007
|
|
|
$
|
4,130
|
|
|
$
|
4,991
|
|
Bad debt expense
|
|
3,749
|
|
|
4,033
|
|
|
4,686
|
|
|||
Write-offs, net of recoveries
|
|
(3,844
|
)
|
|
(4,156
|
)
|
|
(5,547
|
)
|
|||
Balance, end of year
|
|
$
|
3,912
|
|
|
$
|
4,007
|
|
|
$
|
4,130
|
|
|
|
2012
|
|
2011
|
||||
Raw materials
|
|
$
|
4,818
|
|
|
$
|
5,566
|
|
Semi-finished goods
|
|
8,390
|
|
|
8,273
|
|
||
Finished goods
|
|
7,005
|
|
|
5,301
|
|
||
Supplies, primarily production
|
|
3,078
|
|
|
2,903
|
|
||
Inventories and supplies
|
|
$
|
23,291
|
|
|
$
|
22,043
|
|
|
|
December 31, 2012
|
||||||||||||||
|
|
Cost
|
|
Gross unrealized gains
|
|
Gross unrealized losses
|
|
Fair value
|
||||||||
Canadian and provincial government securities
|
|
$
|
10,371
|
|
|
$
|
—
|
|
|
$
|
(115
|
)
|
|
$
|
10,256
|
|
Canadian guaranteed investment certificate
|
|
5,544
|
|
|
—
|
|
|
—
|
|
|
5,544
|
|
||||
Available-for-sale securities (funds held for customers)
(1)
|
|
15,915
|
|
|
—
|
|
|
(115
|
)
|
|
15,800
|
|
||||
Money market securities (cash equivalents)
|
|
9,350
|
|
|
—
|
|
|
—
|
|
|
9,350
|
|
||||
Canadian money market fund (other current assets)
|
|
2,162
|
|
|
—
|
|
|
—
|
|
|
2,162
|
|
||||
Total available-for-sale securities
|
|
$
|
27,427
|
|
|
$
|
—
|
|
|
$
|
(115
|
)
|
|
$
|
27,312
|
|
|
|
December 31, 2011
|
||||||||||||||
|
|
Cost
|
|
Gross unrealized gains
|
|
Gross unrealized losses
|
|
Fair value
|
||||||||
Money market securities
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Canadian and provincial government securities
|
|
5,172
|
|
|
243
|
|
|
—
|
|
|
5,415
|
|
||||
Available-for-sale securities (funds held for customers)
(1)
|
|
5,175
|
|
|
243
|
|
|
—
|
|
|
5,418
|
|
||||
Canadian money market fund (other current assets)
|
|
2,001
|
|
|
—
|
|
|
—
|
|
|
2,001
|
|
||||
Total available-for-sale securities
|
|
$
|
7,176
|
|
|
$
|
243
|
|
|
$
|
—
|
|
|
$
|
7,419
|
|
|
|
Fair value
|
||
Due in one year or less
|
|
$
|
17,159
|
|
Due in two to five years
|
|
3,230
|
|
|
Due in six to ten years
|
|
6,923
|
|
|
Total available-for-sale securities
|
|
$
|
27,312
|
|
|
|
2012
|
|
2011
|
||||||||||||||||||||
|
|
Gross carrying amount
|
|
Accumulated depreciation
|
|
Net carrying amount
|
|
Gross carrying amount
|
|
Accumulated depreciation
|
|
Net carrying amount
|
||||||||||||
Land and improvements
|
|
$
|
33,984
|
|
|
$
|
(9,166
|
)
|
|
$
|
24,818
|
|
|
$
|
33,970
|
|
|
$
|
(8,848
|
)
|
|
$
|
25,122
|
|
Buildings and improvements
|
|
123,265
|
|
|
(73,403
|
)
|
|
49,862
|
|
|
122,262
|
|
|
(69,619
|
)
|
|
52,643
|
|
||||||
Machinery and equipment
|
|
305,520
|
|
|
(276,011
|
)
|
|
29,509
|
|
|
310,021
|
|
|
(274,375
|
)
|
|
35,646
|
|
||||||
Property, plant and equipment
|
|
$
|
462,769
|
|
|
$
|
(358,580
|
)
|
|
$
|
104,189
|
|
|
$
|
466,253
|
|
|
$
|
(352,842
|
)
|
|
$
|
113,411
|
|
|
|
2012
|
|
2011
|
||||||||||||||||||||
|
|
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
|
|
438,988
|
|
|
(376,111
|
)
|
|
62,877
|
|
|
410,905
|
|
|
(345,145
|
)
|
|
65,760
|
|
||||||
Trade names
|
|
68,561
|
|
|
(30,151
|
)
|
|
38,410
|
|
|
67,661
|
|
|
(25,958
|
)
|
|
41,703
|
|
||||||
Customer lists/relationships
|
|
58,735
|
|
|
(30,287
|
)
|
|
28,448
|
|
|
52,542
|
|
|
(26,059
|
)
|
|
26,483
|
|
||||||
Distributor contracts
|
|
30,900
|
|
|
(29,999
|
)
|
|
901
|
|
|
30,900
|
|
|
(28,198
|
)
|
|
2,702
|
|
||||||
Other
|
|
6,511
|
|
|
(5,530
|
)
|
|
981
|
|
|
9,566
|
|
|
(7,975
|
)
|
|
1,591
|
|
||||||
Amortizable intangibles
|
|
603,695
|
|
|
(472,078
|
)
|
|
131,617
|
|
|
571,574
|
|
|
(433,335
|
)
|
|
138,239
|
|
||||||
Intangibles
|
|
$
|
622,795
|
|
|
$
|
(472,078
|
)
|
|
$
|
150,717
|
|
|
$
|
590,674
|
|
|
$
|
(433,335
|
)
|
|
$
|
157,339
|
|
|
|
Estimated
amortization
expense
|
||
2013
|
|
$
|
36,442
|
|
2014
|
|
24,361
|
|
|
2015
|
|
12,000
|
|
|
2016
|
|
7,731
|
|
|
2017
|
|
5,646
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
|
|
Amount
|
|
Weighted-average amortization period
(in years)
|
|
Amount
|
|
Weighted-average amortization period
(in years)
|
|
Amount
|
|
Weighted-average amortization period
(in years)
|
||||||
Internal-use software
|
|
$
|
28,097
|
|
|
4
|
|
$
|
33,169
|
|
|
4
|
|
$
|
36,442
|
|
|
4
|
Customer lists/relationships
|
|
10,200
|
|
|
9
|
|
12,600
|
|
|
8
|
|
16,690
|
|
|
1
|
|||
Trade names
|
|
900
|
|
|
5
|
|
8,300
|
|
|
9
|
|
9,100
|
|
|
10
|
|||
Other
|
|
—
|
|
|
—
|
|
1,000
|
|
|
4
|
|
—
|
|
|
—
|
|||
Acquired intangibles
|
|
$
|
39,197
|
|
|
5
|
|
$
|
55,069
|
|
|
6
|
|
$
|
62,232
|
|
|
4
|
|
|
Small
Business
Services
|
|
Financial
Services
|
|
Direct
Checks
|
|
Total
|
||||||||
Balance, December 31, 2010:
|
|
|
|
|
|
|
|
|
||||||||
Goodwill, gross
|
|
$
|
596,534
|
|
|
$
|
897
|
|
|
$
|
148,506
|
|
|
$
|
745,937
|
|
Accumulated impairment charges
|
|
(20,000
|
)
|
|
—
|
|
|
—
|
|
|
(20,000
|
)
|
||||
Goodwill, net of accumulated impairment charges
|
|
576,534
|
|
|
897
|
|
|
148,506
|
|
|
725,937
|
|
||||
Acquisition of Banker's Dashboard (Note 4)
|
|
—
|
|
|
26,281
|
|
|
—
|
|
|
26,281
|
|
||||
Acquisition of PsPrint (Note 4)
|
|
24,826
|
|
|
—
|
|
|
—
|
|
|
24,826
|
|
||||
Currency translation adjustment
|
|
(46
|
)
|
|
—
|
|
|
—
|
|
|
(46
|
)
|
||||
Balance, December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Goodwill, gross
|
|
621,314
|
|
|
27,178
|
|
|
148,506
|
|
|
796,998
|
|
||||
Accumulated impairment charges
|
|
(20,000
|
)
|
|
—
|
|
|
—
|
|
|
(20,000
|
)
|
||||
Goodwill, net of accumulated impairment charges
|
|
601,314
|
|
|
27,178
|
|
|
148,506
|
|
|
776,998
|
|
||||
Acquisition of OrangeSoda, Inc. (Note 4)
|
|
12,580
|
|
|
—
|
|
|
—
|
|
|
12,580
|
|
||||
Currency translation adjustment
|
|
58
|
|
|
—
|
|
|
—
|
|
|
58
|
|
||||
Balance, December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Goodwill, gross
|
|
633,952
|
|
|
27,178
|
|
|
148,506
|
|
|
809,636
|
|
||||
Accumulated impairment charges
|
|
(20,000
|
)
|
|
—
|
|
|
—
|
|
|
(20,000
|
)
|
||||
Goodwill, net of accumulated impairment charges
|
|
$
|
613,952
|
|
|
$
|
27,178
|
|
|
$
|
148,506
|
|
|
$
|
789,636
|
|
|
|
2012
|
|
2011
|
||||
Contract acquisition costs
|
|
$
|
43,036
|
|
|
$
|
55,076
|
|
Loans and notes receivable from distributors
|
|
18,162
|
|
|
11,148
|
|
||
Deferred advertising costs
|
|
13,783
|
|
|
15,599
|
|
||
Other
|
|
23,644
|
|
|
18,775
|
|
||
Other non-current assets
|
|
$
|
98,625
|
|
|
$
|
100,598
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Balance, beginning of year
|
|
$
|
55,076
|
|
|
$
|
57,476
|
|
|
$
|
45,701
|
|
Additions
(1)
|
|
5,543
|
|
|
14,624
|
|
|
31,520
|
|
|||
Amortization
|
|
(17,110
|
)
|
|
(16,659
|
)
|
|
(19,745
|
)
|
|||
Other
|
|
(473
|
)
|
|
(365
|
)
|
|
—
|
|
|||
Balance, end of year
|
|
$
|
43,036
|
|
|
$
|
55,076
|
|
|
$
|
57,476
|
|
|
|
2012
|
|
2011
|
||||
Funds held for customers
|
|
$
|
42,460
|
|
|
$
|
43,829
|
|
Employee profit sharing/cash bonus
|
|
40,670
|
|
|
23,783
|
|
||
Customer rebates
|
|
22,164
|
|
|
20,969
|
|
||
Interest
|
|
8,465
|
|
|
8,760
|
|
||
Wages, including vacation
|
|
7,364
|
|
|
4,995
|
|
||
Restructuring due within one year (Note 8)
|
|
4,507
|
|
|
5,946
|
|
||
Contract acquisition costs due within one year
|
|
3,820
|
|
|
13,070
|
|
||
Other
|
|
25,553
|
|
|
28,746
|
|
||
Accrued liabilities
|
|
$
|
155,003
|
|
|
$
|
150,098
|
|
|
|
2012
|
|
2011
|
||||
Environmental matters
|
|
$
|
6,874
|
|
|
$
|
6,524
|
|
Contract acquisition costs
|
|
4,945
|
|
|
7,455
|
|
||
Pension and postretirement benefit plans
|
|
3,548
|
|
|
48,859
|
|
||
Other
|
|
16,300
|
|
|
16,977
|
|
||
Other non-current liabilities
|
|
$
|
31,667
|
|
|
$
|
79,815
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Interest paid
|
|
$
|
46,514
|
|
|
$
|
42,542
|
|
|
$
|
44,054
|
|
Income taxes paid
|
|
83,875
|
|
|
60,861
|
|
|
70,246
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Earnings per share – basic:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
170,492
|
|
|
$
|
144,595
|
|
|
$
|
153,395
|
|
Income allocated to participating securities
|
|
(1,161
|
)
|
|
(823
|
)
|
|
(804
|
)
|
|||
Income available to common shareholders
|
|
$
|
169,331
|
|
|
$
|
143,772
|
|
|
$
|
152,591
|
|
Weighted-average shares outstanding
|
|
50,775
|
|
|
51,036
|
|
|
51,123
|
|
|||
Earnings per share – basic
|
|
$
|
3.33
|
|
|
$
|
2.82
|
|
|
$
|
2.98
|
|
|
|
|
|
|
|
|
||||||
Earnings per share – diluted:
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations
|
|
$
|
170,492
|
|
|
$
|
144,595
|
|
|
$
|
153,395
|
|
Income allocated to participating securities
|
|
(1,156
|
)
|
|
(586
|
)
|
|
(802
|
)
|
|||
Re-measurement of share-based awards classified as liabilities
|
|
123
|
|
|
(20
|
)
|
|
79
|
|
|||
Income available to common shareholders
|
|
$
|
169,459
|
|
|
$
|
143,989
|
|
|
$
|
152,672
|
|
Weighted-average shares outstanding
|
|
50,775
|
|
|
51,036
|
|
|
51,123
|
|
|||
Dilutive impact of potential common shares
|
|
301
|
|
|
379
|
|
|
202
|
|
|||
Weighted-average shares and potential common shares outstanding
|
|
51,076
|
|
|
51,415
|
|
|
51,325
|
|
|||
Earnings per share – diluted
|
|
$
|
3.32
|
|
|
$
|
2.80
|
|
|
$
|
2.97
|
|
|
|
|
|
|
|
|
||||||
Antidilutive options excluded from calculation
|
|
470
|
|
|
1,835
|
|
|
2,324
|
|
|
|
Allocation of purchase price
|
||
Cash and cash equivalents
|
|
$
|
24
|
|
Other current assets
|
|
11,249
|
|
|
Intangibles
|
|
36,487
|
|
|
Goodwill
|
|
66,269
|
|
|
Other non-current assets
|
|
5,082
|
|
|
Current liabilities
|
|
(8,686
|
)
|
|
Non-current liabilities
|
|
(12,480
|
)
|
|
Total purchase price
|
|
97,945
|
|
|
Less: cash acquired
|
|
(24
|
)
|
|
Purchase price, net of cash acquired
|
|
$
|
97,921
|
|
|
|
2010
|
||
Loss on disposal
|
|
$
|
(1,244
|
)
|
Income tax benefit
|
|
473
|
|
|
Net loss from discontinued operations
|
|
$
|
(771
|
)
|
|
|
Notional amount
|
|
Fair value of interest rate swaps
|
|
Increase (decrease) in debt due to fair value adjustment
|
|
Balance sheet caption including interest rate swaps
|
||||||
Fair value hedge related to long-term debt due in 2014
|
|
$
|
198,000
|
|
|
$
|
3,858
|
|
|
$
|
3,370
|
|
|
Other non-current assets
|
Fair value hedge related to long-term debt due in 2020
|
|
200,000
|
|
|
(4,189
|
)
|
|
(4,189
|
)
|
|
Other non-current liabilities
|
|||
Total fair value hedges
|
|
$
|
398,000
|
|
|
$
|
(331
|
)
|
|
$
|
(819
|
)
|
|
|
|
|
Notional amount
|
|
Fair value of interest rate swaps
|
|
Increase in debt due to fair value adjustment
|
|
Balance sheet caption including interest rate swaps
|
||||||
Fair value hedge related to long-term debt due in 2012
|
|
$
|
84,847
|
|
|
$
|
1,309
|
|
|
$
|
780
|
|
|
Other current assets
|
Fair value hedge related to long-term debt due in 2014
|
|
198,000
|
|
|
3,230
|
|
|
2,788
|
|
|
Other non-current assets
|
|||
Total fair value hedges
|
|
$
|
282,847
|
|
|
$
|
4,539
|
|
|
$
|
3,568
|
|
|
|
|
|
|
|
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
|
|
Impairment charge
|
||||||||||
|
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
||||||||||||
Assets held for sale
|
|
$
|
2,741
|
|
|
$
|
—
|
|
|
$
|
2,741
|
|
|
$
|
—
|
|
|
$
|
1,196
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
(Loss) gain from derivatives
|
|
$
|
(4,871
|
)
|
|
$
|
2,220
|
|
|
$
|
5,608
|
|
Gain (loss) from change in fair value of hedged debt
|
|
3,645
|
|
|
(2,395
|
)
|
|
(5,133
|
)
|
|||
Net (increase) decrease in interest expense
|
|
$
|
(1,226
|
)
|
|
$
|
(175
|
)
|
|
$
|
475
|
|
|
|
|
|
Fair value measurements using
|
||||||||||||
|
|
Fair value as of
December 31, 2012
|
|
Quoted prices in active markets for identical assets
|
|
Significant other observable inputs
|
|
Significant unobservable inputs
|
||||||||
|
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|||||||||
Available-for-sale marketable securities (cash equivalents)
|
|
$
|
9,350
|
|
|
$
|
9,350
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Available-for-sale marketable securities (funds held for customers)
|
|
15,800
|
|
|
—
|
|
|
15,800
|
|
|
$
|
—
|
|
|||
Available-for-sale marketable securities (other current assets)
|
|
2,162
|
|
|
—
|
|
|
2,162
|
|
|
—
|
|
||||
Long-term investment in mutual funds
|
|
2,196
|
|
|
2,196
|
|
|
—
|
|
|
—
|
|
||||
Derivative assets
|
|
3,858
|
|
|
—
|
|
|
3,858
|
|
|
—
|
|
||||
Derivative liabilities
|
|
(4,189
|
)
|
|
—
|
|
|
(4,189
|
)
|
|
—
|
|
|
|
|
|
Fair value measurements using
|
||||||||||||
|
|
Fair value as of
December 31, 2011
|
|
Quoted prices in active markets for identical assets
|
|
Significant other
observable
inputs
|
|
Significant unobservable inputs
|
||||||||
|
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|||||||||
Available-for-sale marketable securities (funds held for customers)
|
|
$
|
5,418
|
|
|
$
|
—
|
|
|
$
|
5,418
|
|
|
$
|
—
|
|
Available-for-sale marketable securities (other current assets)
|
|
2,001
|
|
|
—
|
|
|
2,001
|
|
|
—
|
|
||||
Long-term investment in mutual funds
|
|
2,165
|
|
|
2,165
|
|
|
—
|
|
|
—
|
|
||||
Derivative assets
|
|
4,539
|
|
|
—
|
|
|
4,539
|
|
|
—
|
|
|
|
|
|
Fair value measurements using
|
||||||||||||||||
|
|
December 31, 2012
|
|
Quoted prices in active markets for identical assets
|
|
Significant other observable inputs
|
|
Significant unobservable inputs
|
||||||||||||
|
|
Carrying value
|
|
Fair value
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||||
Cash (excluding cash equivalents)
|
|
$
|
36,085
|
|
|
$
|
36,085
|
|
|
$
|
36,085
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash (funds held for customers)
|
|
27,340
|
|
|
27,340
|
|
|
27,340
|
|
|
—
|
|
|
—
|
|
|||||
Loans and notes receivable from distributors
|
|
19,843
|
|
|
19,170
|
|
|
—
|
|
|
—
|
|
|
19,170
|
|
|||||
Long-term debt
|
|
652,581
|
|
|
676,859
|
|
|
481,048
|
|
|
195,811
|
|
|
—
|
|
|
|
|
|
Fair value measurements using
|
||||||||||||||||
|
|
December 31, 2011
|
|
Quoted prices in active markets for identical assets
|
|
Significant other observable inputs
|
|
Significant unobservable inputs
|
||||||||||||
|
|
Carrying value
|
|
Fair value
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||||
Cash
|
|
$
|
28,687
|
|
|
$
|
28,687
|
|
|
$
|
28,687
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash (funds held for customers)
|
|
38,976
|
|
|
38,976
|
|
|
38,976
|
|
|
—
|
|
|
—
|
|
|||||
Loans and notes receivable from distributors
|
|
12,009
|
|
|
10,685
|
|
|
—
|
|
|
—
|
|
|
10,685
|
|
|||||
Long-term debt, including portion due within one year
|
|
741,706
|
|
|
738,157
|
|
|
544,657
|
|
|
193,500
|
|
|
—
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Severance accruals
|
|
$
|
7,619
|
|
|
$
|
8,826
|
|
|
$
|
9,331
|
|
Severance reversals
|
|
(1,862
|
)
|
|
(1,737
|
)
|
|
(2,398
|
)
|
|||
Operating lease obligations
|
|
396
|
|
|
52
|
|
|
933
|
|
|||
Operating lease obligations reversals
|
|
—
|
|
|
(6
|
)
|
|
(380
|
)
|
|||
Net restructuring accruals
|
|
6,153
|
|
|
7,135
|
|
|
7,486
|
|
|||
Other costs
|
|
4,581
|
|
|
6,586
|
|
|
2,841
|
|
|||
Net restructuring charges
|
|
$
|
10,734
|
|
|
$
|
13,721
|
|
|
$
|
10,327
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Cost of revenue
|
|
$
|
2,808
|
|
|
$
|
1,978
|
|
|
$
|
2,356
|
|
Operating expenses
|
|
7,926
|
|
|
11,743
|
|
|
7,971
|
|
|||
Net restructuring charges
|
|
$
|
10,734
|
|
|
$
|
13,721
|
|
|
$
|
10,327
|
|
|
|
|
2007/2008
initiatives
|
|
2009
initiatives
|
|
2010
initiatives
|
|
2011
initiatives
|
|
2012
initiatives
|
|
Total
|
||||||||||||
Balance, December 31, 2009
|
|
|
$
|
2,239
|
|
|
$
|
9,253
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,492
|
|
Restructuring charges
|
|
|
525
|
|
|
99
|
|
|
9,640
|
|
|
—
|
|
|
—
|
|
|
10,264
|
|
||||||
Restructuring reversals
|
|
|
(1,049
|
)
|
|
(1,465
|
)
|
|
(264
|
)
|
|
—
|
|
|
—
|
|
|
(2,778
|
)
|
||||||
Payments
|
|
|
(1,598
|
)
|
|
(7,235
|
)
|
|
(3,347
|
)
|
|
—
|
|
|
—
|
|
|
(12,180
|
)
|
||||||
Balance, December 31, 2010
|
|
|
117
|
|
|
652
|
|
|
6,029
|
|
|
—
|
|
|
—
|
|
|
6,798
|
|
||||||
Restructuring charges
|
|
|
—
|
|
|
9
|
|
|
75
|
|
|
8,794
|
|
|
—
|
|
|
8,878
|
|
||||||
Restructuring reversals
|
|
|
(17
|
)
|
|
(57
|
)
|
|
(1,058
|
)
|
|
(611
|
)
|
|
—
|
|
|
(1,743
|
)
|
||||||
Payments
|
|
|
(100
|
)
|
|
(420
|
)
|
|
(4,265
|
)
|
|
(3,116
|
)
|
|
—
|
|
|
(7,901
|
)
|
||||||
Balance, December 31, 2011
|
|
|
—
|
|
|
184
|
|
|
781
|
|
|
5,067
|
|
|
—
|
|
|
6,032
|
|
||||||
Restructuring charges
|
|
|
—
|
|
|
11
|
|
|
15
|
|
|
281
|
|
|
7,708
|
|
|
8,015
|
|
||||||
Restructuring reversals
|
|
|
—
|
|
|
(2
|
)
|
|
(226
|
)
|
|
(1,105
|
)
|
|
(529
|
)
|
|
(1,862
|
)
|
||||||
Payments
|
|
|
—
|
|
|
(193
|
)
|
|
(485
|
)
|
|
(4,222
|
)
|
|
(2,635
|
)
|
|
(7,535
|
)
|
||||||
Balance, December 31, 2012
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
85
|
|
|
$
|
21
|
|
|
$
|
4,544
|
|
|
$
|
4,650
|
|
Cumulative amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Restructuring charges
|
|
|
$
|
34,726
|
|
|
$
|
11,035
|
|
|
$
|
9,730
|
|
|
$
|
9,075
|
|
|
$
|
7,708
|
|
|
$
|
72,274
|
|
Restructuring reversals
|
|
|
(7,390
|
)
|
|
(1,672
|
)
|
|
(1,548
|
)
|
|
(1,716
|
)
|
|
(529
|
)
|
|
(12,855
|
)
|
||||||
Payments
|
|
|
(27,336
|
)
|
|
(9,363
|
)
|
|
(8,097
|
)
|
|
(7,338
|
)
|
|
(2,635
|
)
|
|
(54,769
|
)
|
||||||
Balance, December 31, 2012
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
85
|
|
|
$
|
21
|
|
|
$
|
4,544
|
|
|
$
|
4,650
|
|
|
|
Employee severance benefits
|
|
Operating lease obligations
|
|
|
||||||||||||||||||||||
|
|
Small Business Services
|
|
Financial Services
|
|
Direct Checks
|
|
Corporate
(1)
|
|
Small Business Services
|
|
Direct Checks
|
|
Total
|
||||||||||||||
Balance, December 31, 2009
|
|
$
|
4,745
|
|
|
$
|
1,053
|
|
|
$
|
116
|
|
|
$
|
4,781
|
|
|
$
|
797
|
|
|
$
|
—
|
|
|
$
|
11,492
|
|
Restructuring charges
|
|
1,807
|
|
|
2,134
|
|
|
2,344
|
|
|
3,046
|
|
|
424
|
|
|
509
|
|
|
10,264
|
|
|||||||
Restructuring reversals
|
|
(875
|
)
|
|
(206
|
)
|
|
(116
|
)
|
|
(1,201
|
)
|
|
(380
|
)
|
|
—
|
|
|
(2,778
|
)
|
|||||||
Payments
|
|
(4,429
|
)
|
|
(1,027
|
)
|
|
(2,092
|
)
|
|
(4,010
|
)
|
|
(605
|
)
|
|
(17
|
)
|
|
(12,180
|
)
|
|||||||
Balance, December 31, 2010
|
|
1,248
|
|
|
1,954
|
|
|
252
|
|
|
2,616
|
|
|
236
|
|
|
492
|
|
|
6,798
|
|
|||||||
Restructuring charges
|
|
1,897
|
|
|
2,640
|
|
|
823
|
|
|
3,466
|
|
|
52
|
|
|
—
|
|
|
8,878
|
|
|||||||
Restructuring reversals
|
|
(767
|
)
|
|
(517
|
)
|
|
(76
|
)
|
|
(377
|
)
|
|
(6
|
)
|
|
—
|
|
|
(1,743
|
)
|
|||||||
Inter-segment transfer
|
|
125
|
|
|
234
|
|
|
2
|
|
|
(361
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Payments
|
|
(1,616
|
)
|
|
(2,914
|
)
|
|
(257
|
)
|
|
(2,697
|
)
|
|
(213
|
)
|
|
(204
|
)
|
|
(7,901
|
)
|
|||||||
Balance, December 31, 2011
|
|
887
|
|
|
1,397
|
|
|
744
|
|
|
2,647
|
|
|
69
|
|
|
288
|
|
|
6,032
|
|
|||||||
Restructuring charges
|
|
2,485
|
|
|
1,331
|
|
|
166
|
|
|
3,637
|
|
|
278
|
|
|
118
|
|
|
8,015
|
|
|||||||
Restructuring reversals
|
|
(422
|
)
|
|
(227
|
)
|
|
(136
|
)
|
|
(1,077
|
)
|
|
—
|
|
|
—
|
|
|
(1,862
|
)
|
|||||||
Inter-segment transfer
|
|
184
|
|
|
(184
|
)
|
|
(40
|
)
|
|
40
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Payments
|
|
(2,491
|
)
|
|
(1,227
|
)
|
|
(690
|
)
|
|
(2,775
|
)
|
|
(96
|
)
|
|
(256
|
)
|
|
(7,535
|
)
|
|||||||
Balance, December 31, 2012
|
|
$
|
643
|
|
|
$
|
1,090
|
|
|
$
|
44
|
|
|
$
|
2,472
|
|
|
$
|
251
|
|
|
$
|
150
|
|
|
$
|
4,650
|
|
Cumulative amounts
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Restructuring charges
|
|
$
|
21,053
|
|
|
$
|
11,796
|
|
|
$
|
3,808
|
|
|
$
|
32,850
|
|
|
$
|
2,140
|
|
|
$
|
627
|
|
|
$
|
72,274
|
|
Restructuring reversals
|
|
(3,439
|
)
|
|
(2,063
|
)
|
|
(337
|
)
|
|
(6,617
|
)
|
|
(399
|
)
|
|
—
|
|
|
(12,855
|
)
|
|||||||
Inter-segment transfer
|
|
1,861
|
|
|
789
|
|
|
23
|
|
|
(2,673
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Payments
|
|
(18,832
|
)
|
|
(9,432
|
)
|
|
(3,450
|
)
|
|
(21,088
|
)
|
|
(1,490
|
)
|
|
(477
|
)
|
|
(54,769
|
)
|
|||||||
Balance, December 31, 2012
|
|
$
|
643
|
|
|
$
|
1,090
|
|
|
$
|
44
|
|
|
$
|
2,472
|
|
|
$
|
251
|
|
|
$
|
150
|
|
|
$
|
4,650
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
United States
|
|
$
|
237,450
|
|
|
$
|
199,429
|
|
|
$
|
225,112
|
|
Foreign
|
|
13,303
|
|
|
16,655
|
|
|
10,837
|
|
|||
Income before income taxes
|
|
$
|
250,753
|
|
|
$
|
216,084
|
|
|
$
|
235,949
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Current tax provision:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
66,178
|
|
|
$
|
49,702
|
|
|
$
|
49,909
|
|
State
|
|
6,276
|
|
|
9,168
|
|
|
8,424
|
|
|||
Foreign
|
|
1,537
|
|
|
3,269
|
|
|
3,859
|
|
|||
Total current tax provision
|
|
73,991
|
|
|
62,139
|
|
|
62,192
|
|
|||
Deferred tax provision:
|
|
|
|
|
|
|
||||||
Federal
|
|
6,799
|
|
|
9,158
|
|
|
16,844
|
|
|||
State
|
|
735
|
|
|
1,094
|
|
|
1,580
|
|
|||
Foreign
|
|
(1,264
|
)
|
|
(902
|
)
|
|
1,938
|
|
|||
Total deferred tax provision
|
|
6,270
|
|
|
9,350
|
|
|
20,362
|
|
|||
Income tax provision
|
|
$
|
80,261
|
|
|
$
|
71,489
|
|
|
$
|
82,554
|
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Income tax at federal statutory rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income tax expense, net of federal income tax benefit
|
|
2.5
|
%
|
|
2.8
|
%
|
|
2.8
|
%
|
Change in unrecognized tax benefits, including interest and penalties
|
|
—
|
|
|
0.5
|
%
|
|
(1.3
|
%)
|
Qualified production activities deduction
|
|
(2.6
|
%)
|
|
(2.4
|
%)
|
|
(2.4
|
%)
|
Receivables for prior year tax returns
(1)
|
|
(0.7
|
%)
|
|
(0.8
|
%)
|
|
—
|
|
Impact of health care legislation on deferred income taxes
|
|
(0.4
|
%)
|
|
(1.2
|
%)
|
|
1.7
|
%
|
Other
|
|
(1.8
|
%)
|
|
(0.8
|
%)
|
|
(0.8
|
%)
|
Income tax provision
|
|
32.0
|
%
|
|
33.1
|
%
|
|
35.0
|
%
|
|
|
Unrecognized tax benefits
|
||
Balance, December 31, 2009
|
|
$
|
7,978
|
|
Additions for tax positions of current year
|
|
641
|
|
|
Additions for tax positions of prior years
|
|
1,406
|
|
|
Fair value of acquired tax positions
|
|
1,069
|
|
|
Reductions for tax positions of prior years
|
|
(2,634
|
)
|
|
Settlements
|
|
(640
|
)
|
|
Lapse of statutes of limitations
|
|
(1,282
|
)
|
|
Balance, December 31, 2010
|
|
6,538
|
|
|
Additions for tax positions of current year
|
|
510
|
|
|
Additions for tax positions of prior years
|
|
1,646
|
|
|
Reductions for tax positions of prior years
|
|
(219
|
)
|
|
Settlements
|
|
(1,507
|
)
|
|
Lapse of statutes of limitations
|
|
(732
|
)
|
|
Balance, December 31, 2011
|
|
6,236
|
|
|
Additions for tax positions of current year
|
|
364
|
|
|
Additions for tax positions of prior years
|
|
2,793
|
|
|
Reductions for tax positions of prior years
|
|
(2,976
|
)
|
|
Settlements
|
|
(416
|
)
|
|
Lapse of statutes of limitations
|
|
(382
|
)
|
|
Balance, December 31, 2012
|
|
$
|
5,619
|
|
|
|
2012
|
|
2011
|
||||||||||||
|
|
Deferred tax assets
|
|
Deferred tax liabilities
|
|
Deferred tax assets
|
|
Deferred tax liabilities
|
||||||||
Goodwill
|
|
$
|
—
|
|
|
$
|
46,991
|
|
|
$
|
—
|
|
|
$
|
40,761
|
|
Intangible assets
|
|
—
|
|
|
30,376
|
|
|
—
|
|
|
28,831
|
|
||||
Deferred advertising costs
|
|
—
|
|
|
5,080
|
|
|
—
|
|
|
5,769
|
|
||||
Early extinguishment of debt (Note 13)
|
|
—
|
|
|
3,788
|
|
|
—
|
|
|
3,775
|
|
||||
Property, plant and equipment
|
|
—
|
|
|
3,183
|
|
|
—
|
|
|
6,080
|
|
||||
Employee benefit plans
|
|
10,170
|
|
|
—
|
|
|
29,776
|
|
|
—
|
|
||||
Net operating loss and capital loss carryforwards
|
|
7,609
|
|
|
—
|
|
|
5,217
|
|
|
—
|
|
||||
Reserves and accruals
|
|
5,992
|
|
|
—
|
|
|
6,574
|
|
|
—
|
|
||||
Inventories
|
|
2,967
|
|
|
—
|
|
|
2,800
|
|
|
—
|
|
||||
Federal benefit of state uncertain tax positions
|
|
2,311
|
|
|
—
|
|
|
1,776
|
|
|
—
|
|
||||
Interest rate lock agreements (Note 6)
|
|
1,092
|
|
|
—
|
|
|
1,751
|
|
|
—
|
|
||||
All other
|
|
1,718
|
|
|
5,664
|
|
|
1,731
|
|
|
4,558
|
|
||||
Total deferred taxes
|
|
31,859
|
|
|
95,082
|
|
|
49,625
|
|
|
89,774
|
|
||||
Valuation allowances
|
|
(2,575
|
)
|
|
—
|
|
|
(2,442
|
)
|
|
—
|
|
||||
Net deferred taxes
|
|
$
|
29,284
|
|
|
$
|
95,082
|
|
|
$
|
47,183
|
|
|
$
|
89,774
|
|
•
|
Federal net operating loss carryforwards of
$11,061
which expire at various dates
between 2028 and 2032
;
|
•
|
Capital loss carryforwards of
$6,485
in Canada which
do not expire
;
|
•
|
State net operating loss carryforwards of
$24,556
which expire at
various dates up to 2032
; and
|
•
|
Net operating loss carryforwards of
$4,873
in Ireland which
do not expire
.
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Stock options
|
|
$
|
4,681
|
|
|
$
|
3,633
|
|
|
$
|
2,967
|
|
Restricted shares and restricted stock units
|
|
2,323
|
|
|
1,799
|
|
|
2,866
|
|
|||
Employee stock purchase plan
|
|
288
|
|
|
301
|
|
|
317
|
|
|||
Total share-based compensation expense
|
|
$
|
7,292
|
|
|
$
|
5,733
|
|
|
$
|
6,150
|
|
Income tax benefit
|
|
$
|
(2,439
|
)
|
|
$
|
(1,930
|
)
|
|
$
|
(2,123
|
)
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Risk-free interest rate
|
|
0.7
|
%
|
|
2.0
|
%
|
|
2.2
|
%
|
Dividend yield
|
|
4.0
|
%
|
|
3.9
|
%
|
|
3.2
|
%
|
Expected volatility
|
|
59.6
|
%
|
|
58.6
|
%
|
|
54.0
|
%
|
Weighted-average option life (in years)
|
|
4.3
|
|
|
4.3
|
|
|
4.8
|
|
|
|
Number of options
(in thousands)
|
|
Weighted-average exercise price per option
|
|
Aggregate intrinsic value
|
|
Weighted-average remaining contractual term
(in years)
|
|||||
Outstanding, December 31, 2009
|
|
2,841
|
|
|
$
|
24.64
|
|
|
|
|
|
||
Granted
|
|
695
|
|
|
18.37
|
|
|
|
|
|
|||
Exercised
|
|
(185
|
)
|
|
11.08
|
|
|
|
|
|
|||
Forfeited or expired
|
|
(438
|
)
|
|
33.94
|
|
|
|
|
|
|||
Outstanding, December 31, 2010
|
|
2,913
|
|
|
22.60
|
|
|
|
|
|
|||
Granted
|
|
598
|
|
|
25.56
|
|
|
|
|
|
|||
Exercised
|
|
(383
|
)
|
|
16.56
|
|
|
|
|
|
|||
Forfeited or expired
|
|
(362
|
)
|
|
28.87
|
|
|
|
|
|
|||
Outstanding, December 31, 2011
|
|
2,766
|
|
|
23.26
|
|
|
|
|
|
|||
Granted
|
|
671
|
|
|
25.16
|
|
|
|
|
|
|||
Exercised
|
|
(989
|
)
|
|
18.70
|
|
|
|
|
|
|||
Forfeited or expired
|
|
(226
|
)
|
|
32.13
|
|
|
|
|
|
|||
Outstanding, December 31, 2012
|
|
2,222
|
|
|
24.96
|
|
|
$
|
16,382
|
|
|
4.0
|
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable at December 31, 2010
|
|
1,675
|
|
|
$
|
27.66
|
|
|
|
|
|
||
Exercisable at December 31, 2011
|
|
1,685
|
|
|
25.18
|
|
|
|
|
|
|||
Exercisable at December 31, 2012
|
|
1,134
|
|
|
25.68
|
|
|
$
|
7,653
|
|
|
2.5
|
|
|
Number of units
(in thousands)
|
|
Weighted-average grant date fair value per unit
|
|
Aggregate intrinsic value
|
|
Weighted-average remaining contractual term
(in years)
|
|||||
Outstanding at December 31, 2009
|
|
120
|
|
|
$
|
25.48
|
|
|
|
|
|
||
Granted
|
|
34
|
|
|
19.85
|
|
|
|
|
|
|||
Vested
|
|
(68
|
)
|
|
25.57
|
|
|
|
|
|
|||
Outstanding at December 31, 2010
|
|
86
|
|
|
23.58
|
|
|
|
|
|
|||
Granted
|
|
26
|
|
|
24.70
|
|
|
|
|
|
|||
Vested
|
|
(5
|
)
|
|
16.84
|
|
|
|
|
|
|||
Forfeited
|
|
(6
|
)
|
|
20.61
|
|
|
|
|
|
|||
Outstanding at December 31, 2011
|
|
101
|
|
|
24.26
|
|
|
|
|
|
|||
Granted
|
|
43
|
|
|
24.26
|
|
|
|
|
|
|||
Vested
|
|
(16
|
)
|
|
20.63
|
|
|
|
|
|
|||
Forfeited
|
|
(5
|
)
|
|
23.42
|
|
|
|
|
|
|||
Outstanding at December 31, 2012
|
|
123
|
|
|
24.56
|
|
|
$
|
3,962
|
|
|
3.5
|
|
|
Number of shares
|
|
Weighted-average grant date fair value per share
|
|||
Unvested at December 31, 2009
|
|
268
|
|
|
$
|
24.00
|
|
Granted
|
|
52
|
|
|
20.00
|
|
|
Vested
|
|
(131
|
)
|
|
26.01
|
|
|
Forfeited
|
|
(7
|
)
|
|
21.83
|
|
|
Unvested at December 31, 2010
|
|
182
|
|
|
21.48
|
|
|
Granted
|
|
25
|
|
|
26.58
|
|
|
Vested
|
|
(166
|
)
|
|
21.72
|
|
|
Forfeited
|
|
(1
|
)
|
|
18.14
|
|
|
Unvested at December 31, 2011
|
|
40
|
|
|
23.71
|
|
|
Granted
|
|
37
|
|
|
23.63
|
|
|
Vested
|
|
(34
|
)
|
|
23.44
|
|
|
Forfeited
|
|
(3
|
)
|
|
25.37
|
|
|
Unvested at December 31, 2012
|
|
40
|
|
|
23.73
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Profit sharing/cash bonus plans
|
|
$
|
33,007
|
|
|
$
|
16,361
|
|
|
$
|
18,500
|
|
401(k) plan
|
|
6,680
|
|
|
6,226
|
|
|
5,636
|
|
|||
Defined contribution pension plan
|
|
—
|
|
|
—
|
|
|
8,664
|
|
|
|
Postretirement benefit plan
|
|
Pension plan
|
||||
Change in benefit obligation:
|
|
|
|
|
||||
Benefit obligation, December 31, 2010
|
|
$
|
141,341
|
|
|
$
|
3,508
|
|
Interest cost
|
|
6,669
|
|
|
164
|
|
||
Net actuarial loss
|
|
8,199
|
|
|
332
|
|
||
Benefits paid from the VEBA trust (Note 11) and company funds
|
|
(10,940
|
)
|
|
(324
|
)
|
||
Medicare Part D reimbursements
|
|
856
|
|
|
—
|
|
||
Benefit obligation, December 31, 2011
|
|
146,125
|
|
|
3,680
|
|
||
Interest cost
|
|
5,913
|
|
|
148
|
|
||
Net actuarial (gain) loss
|
|
(19,917
|
)
|
|
368
|
|
||
Benefits paid from the VEBA trust (Note 11) and company funds
|
|
(10,679
|
)
|
|
(324
|
)
|
||
Plan amendment
|
|
(5,063
|
)
|
|
—
|
|
||
Medicare Part D reimbursements
|
|
851
|
|
|
—
|
|
||
Benefit obligation, December 31, 2012
|
|
$
|
117,230
|
|
|
$
|
3,872
|
|
|
|
|
|
|
||||
Change in plan assets:
|
|
|
|
|
||||
Fair value of plan assets, December 31, 2010
|
|
$
|
101,310
|
|
|
$
|
—
|
|
Actual loss on plan assets
|
|
(688
|
)
|
|
—
|
|
||
Fair value of plan assets, December 31, 2011
|
|
100,622
|
|
|
—
|
|
||
Actual gain on plan assets
|
|
14,001
|
|
|
—
|
|
||
Company contributions
|
|
7,600
|
|
|
—
|
|
||
Fair value of plan assets, December 31, 2012
|
|
$
|
122,223
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Funded status, December 31, 2011
|
|
$
|
(45,503
|
)
|
|
$
|
(3,680
|
)
|
Funded status, December 31, 2012
|
|
$
|
4,993
|
|
|
$
|
(3,872
|
)
|
|
|
2012
|
|
2011
|
||||
Retiree medical benefits for post-1986 retirees
|
|
$
|
114,037
|
|
|
$
|
100,622
|
|
Post-2012 prescription drug benefits for pre-1986 retirees
|
|
8,186
|
|
|
—
|
|
||
Fair value of plan assets
|
|
$
|
122,223
|
|
|
$
|
100,622
|
|
|
|
Postretirement benefit plan
|
|
Pension plan
|
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Other non-current assets
|
|
$
|
4,993
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued liabilities
|
|
—
|
|
|
—
|
|
|
324
|
|
|
324
|
|
||||
Other non-current liabilities
|
|
—
|
|
|
45,503
|
|
|
3,548
|
|
|
3,356
|
|
|
|
Postretirement benefit plan
|
|
Pension plan
|
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Unrecognized prior service credit
|
|
$
|
(22,705
|
)
|
|
$
|
(20,697
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Unrecognized net actuarial loss
|
|
87,696
|
|
|
119,681
|
|
|
852
|
|
|
493
|
|
||||
Tax effect
|
|
(20,226
|
)
|
|
(37,021
|
)
|
|
(314
|
)
|
|
(178
|
)
|
||||
Amount recognized in accumulated other comprehensive loss, net of tax
|
|
$
|
44,765
|
|
|
$
|
61,963
|
|
|
$
|
538
|
|
|
$
|
315
|
|
|
|
Postretirement benefit plan
|
|
Pension plan
|
||||
Prior service credit
|
|
$
|
(1,421
|
)
|
|
$
|
—
|
|
Net actuarial loss
|
|
4,403
|
|
|
36
|
|
||
Total
|
|
$
|
2,982
|
|
|
$
|
36
|
|
|
|
Postretirement benefit plan
|
|
Pension plan
|
||||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
Interest cost
|
|
$
|
5,913
|
|
|
$
|
6,669
|
|
|
$
|
7,282
|
|
|
$
|
148
|
|
|
$
|
164
|
|
|
$
|
179
|
|
Expected return on plan assets
|
|
(7,803
|
)
|
|
(7,851
|
)
|
|
(7,226
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service credit
|
|
(3,055
|
)
|
|
(3,743
|
)
|
|
(3,742
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of net actuarial losses
|
|
5,870
|
|
|
5,415
|
|
|
5,406
|
|
|
9
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit expense
|
|
$
|
925
|
|
|
$
|
490
|
|
|
$
|
1,720
|
|
|
$
|
157
|
|
|
$
|
164
|
|
|
$
|
179
|
|
|
|
Postretirement benefit plan
|
|
Pension plan
|
||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||
Discount rate
|
|
3.15
|
%
|
|
4.20
|
%
|
|
3.15
|
%
|
|
4.20
|
%
|
|
|
Postretirement benefit plan
|
|
Pension plan
|
||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||
Discount rate
|
|
4.20
|
%
|
|
4.90
|
%
|
|
5.45
|
%
|
|
4.20
|
%
|
|
4.90
|
%
|
|
5.45
|
%
|
Expected return on plan assets
|
|
7.25
|
%
|
|
7.75
|
%
|
|
8.00
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
Participants under age 65
|
|
Participants age 65 and older
|
|
All participants
|
|
All participants
|
||||
Health care cost trend rate assumed for next year
|
|
8.00
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
|
7.75
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Year that the rate reaches the ultimate trend rate
|
|
2021
|
|
|
2020
|
|
|
2017
|
|
|
2017
|
|
|
|
One percentage point increase
|
|
One percentage point decrease
|
||||
Effect on total of service and interest cost
|
|
$
|
61
|
|
|
$
|
(57
|
)
|
Effect on benefit obligation
|
|
1,925
|
|
|
(1,805
|
)
|
|
|
Postretirement benefit plan
|
||||
|
|
2012
|
|
2011
|
||
U.S. large capitalization equity securities
|
|
34
|
%
|
|
33
|
%
|
International equity securities
|
|
19
|
%
|
|
16
|
%
|
Mortgage-backed securities
|
|
15
|
%
|
|
10
|
%
|
Government debt securities
|
|
14
|
%
|
|
14
|
%
|
U.S. corporate debt securities
|
|
11
|
%
|
|
19
|
%
|
U.S. small and mid-capitalization equity securities
|
|
7
|
%
|
|
8
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
Fair value measurements using
|
||||||||||||
|
|
Fair value as of December 31, 2012
|
|
Quoted prices in active markets for identical assets
|
|
Significant other observable inputs
|
|
Significant unobservable inputs
|
||||||||
|
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|||||||||
U.S. large capitalization equity securities
|
|
$
|
40,805
|
|
|
$
|
3,234
|
|
|
$
|
37,571
|
|
|
$
|
—
|
|
International equity securities
|
|
23,491
|
|
|
22,929
|
|
|
562
|
|
|
—
|
|
||||
Mortgage-backed securities
|
|
17,871
|
|
|
5,322
|
|
|
12,549
|
|
|
—
|
|
||||
Government debt securities
|
|
17,365
|
|
|
11,476
|
|
|
5,889
|
|
|
—
|
|
||||
U.S. corporate debt securities
|
|
13,559
|
|
|
6,782
|
|
|
6,777
|
|
|
—
|
|
||||
U.S. small and mid-capitalization equity securities
|
|
8,591
|
|
|
8,392
|
|
|
199
|
|
|
—
|
|
||||
Other debt securities
|
|
541
|
|
|
158
|
|
|
383
|
|
|
—
|
|
||||
Total
|
|
$
|
122,223
|
|
|
$
|
58,293
|
|
|
$
|
63,930
|
|
|
$
|
—
|
|
|
|
|
|
Fair value measurements using
|
||||||||||||
|
|
Fair value as of December 31, 2011
|
|
Quoted prices in active markets for identical assets
|
|
Significant other observable inputs
|
|
Significant unobservable inputs
|
||||||||
|
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|||||||||
U.S. large capitalization equity securities
|
|
$
|
33,613
|
|
|
$
|
—
|
|
|
$
|
33,613
|
|
|
$
|
—
|
|
U.S. corporate debt securities
|
|
19,319
|
|
|
5,655
|
|
|
13,664
|
|
|
—
|
|
||||
International equity securities
|
|
16,023
|
|
|
15,615
|
|
|
408
|
|
|
—
|
|
||||
Government debt securities
|
|
14,151
|
|
|
12,006
|
|
|
2,145
|
|
|
—
|
|
||||
Mortgage-backed securities
|
|
9,698
|
|
|
2,193
|
|
|
7,505
|
|
|
—
|
|
||||
U.S. small and mid-capitalization equity securities
|
|
7,803
|
|
|
7,606
|
|
|
197
|
|
|
—
|
|
||||
Other debt securities
|
|
15
|
|
|
(95
|
)
|
|
110
|
|
|
—
|
|
||||
Total
|
|
$
|
100,622
|
|
|
$
|
42,980
|
|
|
$
|
57,642
|
|
|
$
|
—
|
|
|
|
Postretirement benefit plan
|
|
Pension plan
|
||||||||||||
|
|
Gross benefit payments
|
|
Expected Medicare subsidy
|
|
Net benefit payments
|
|
Gross benefit payments
|
||||||||
2013
|
|
$
|
11,000
|
|
|
$
|
900
|
|
|
$
|
10,100
|
|
|
$
|
320
|
|
2014
|
|
10,100
|
|
|
—
|
|
|
10,100
|
|
|
310
|
|
||||
2015
|
|
10,000
|
|
|
—
|
|
|
10,000
|
|
|
300
|
|
||||
2016
|
|
10,200
|
|
|
—
|
|
|
10,200
|
|
|
290
|
|
||||
2017
|
|
10,100
|
|
|
—
|
|
|
10,100
|
|
|
280
|
|
||||
2018 - 2022
|
|
42,500
|
|
|
—
|
|
|
42,500
|
|
|
1,270
|
|
|
|
2012
|
|
2011
|
||||
5.125% senior, unsecured notes due October 1, 2014, net of discount
(1)
|
|
$
|
256,770
|
|
|
$
|
256,131
|
|
7.375% senior notes due June 1, 2015
|
|
—
|
|
|
200,000
|
|
||
7.0% senior notes due March 15, 2019
|
|
200,000
|
|
|
200,000
|
|
||
6.0% senior notes due November 15, 2020
(2)
|
|
195,811
|
|
|
—
|
|
||
Long-term portion of debt
|
|
652,581
|
|
|
656,131
|
|
||
5.0% senior, unsecured notes due December 15, 2012, net of discount
(3)
|
|
—
|
|
|
85,575
|
|
||
Total debt
|
|
$
|
652,581
|
|
|
$
|
741,706
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Daily average amount outstanding
|
|
$
|
—
|
|
|
$
|
21,655
|
|
|
$
|
49,957
|
|
Weighted-average interest rate
|
|
—
|
|
|
3.03
|
%
|
|
3.20
|
%
|
|
|
Total available
|
||
Credit facility commitment
|
|
$
|
200,000
|
|
Outstanding letters of credit
(1)
|
|
(8,535
|
)
|
|
Net available for borrowing as of December 31, 2012
|
|
$
|
191,465
|
|
|
|
Operating lease obligations
|
||
2013
|
|
$
|
6,170
|
|
2014
|
|
3,893
|
|
|
2015
|
|
1,757
|
|
|
2016
|
|
1,131
|
|
|
2017
|
|
48
|
|
|
Total minimum lease payments
|
|
$
|
12,999
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Minimum rentals
|
|
$
|
13,408
|
|
|
$
|
10,068
|
|
|
$
|
10,313
|
|
Sublease rentals
|
|
(18
|
)
|
|
(144
|
)
|
|
(190
|
)
|
|||
Net rental expense
|
|
$
|
13,390
|
|
|
$
|
9,924
|
|
|
$
|
10,123
|
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Balance, beginning of year
|
|
50,826
|
|
|
51,338
|
|
|
51,189
|
|
Issued
|
|
1,113
|
|
|
499
|
|
|
410
|
|
Repurchased
|
|
(999
|
)
|
|
(940
|
)
|
|
(167
|
)
|
Retired
|
|
(326
|
)
|
|
(71
|
)
|
|
(94
|
)
|
Balance, end of year
|
|
50,614
|
|
|
50,826
|
|
|
51,338
|
|
|
|
Pension and postretirement benefit plans, net of tax
|
|
Loss on derivatives, net of tax
(1)
|
|
Net unrealized gain (loss) on marketable securities, net of tax
|
|
Currency translation adjustment
|
|
Accumulated other comprehensive loss
|
||||||||||
Balance, December 31, 2009
|
|
$
|
(52,350
|
)
|
|
$
|
(5,841
|
)
|
|
$
|
—
|
|
|
$
|
5,373
|
|
|
$
|
(52,818
|
)
|
Current period other comprehensive (loss) income
|
|
(342
|
)
|
|
1,319
|
|
|
13
|
|
|
1,816
|
|
|
2,806
|
|
|||||
Balance, December 31, 2010
|
|
(52,692
|
)
|
|
(4,522
|
)
|
|
13
|
|
|
7,189
|
|
|
(50,012
|
)
|
|||||
Current period other comprehensive (loss) income
|
|
(9,586
|
)
|
|
1,591
|
|
|
165
|
|
|
(1,559
|
)
|
|
(9,389
|
)
|
|||||
Balance, December 31, 2011
|
|
(62,278
|
)
|
|
(2,931
|
)
|
|
178
|
|
|
5,630
|
|
|
(59,401
|
)
|
|||||
Current period other comprehensive income (loss)
|
|
16,975
|
|
|
1,110
|
|
|
(270
|
)
|
|
939
|
|
|
18,754
|
|
|||||
Balance, December 31, 2012
|
|
$
|
(45,303
|
)
|
|
$
|
(1,821
|
)
|
|
$
|
(92
|
)
|
|
$
|
6,569
|
|
|
$
|
(40,647
|
)
|
|
|
|
|
Reportable Business Segments
|
|
|
|
|
||||||||||||||
|
|
|
|
Small Business Services
|
|
Financial Services
|
|
Direct Checks
|
|
Corporate
|
|
Consolidated
|
||||||||||
Total revenue from external
|
|
2012
|
|
$
|
961,631
|
|
|
$
|
341,135
|
|
|
$
|
212,151
|
|
|
$
|
—
|
|
|
$
|
1,514,917
|
|
customers:
|
|
2011
|
|
846,449
|
|
|
342,382
|
|
|
228,765
|
|
|
—
|
|
|
1,417,596
|
|
|||||
|
|
2010
|
|
796,254
|
|
|
390,331
|
|
|
215,652
|
|
|
—
|
|
|
1,402,237
|
|
|||||
Operating income:
|
|
2012
|
|
160,363
|
|
|
77,728
|
|
|
63,937
|
|
|
—
|
|
|
302,028
|
|
|||||
|
|
2011
|
|
145,219
|
|
|
59,804
|
|
|
66,035
|
|
|
—
|
|
|
271,058
|
|
|||||
|
|
2010
|
|
137,534
|
|
|
84,158
|
|
|
59,852
|
|
|
—
|
|
|
281,544
|
|
|||||
Depreciation and amortization
|
|
2012
|
|
44,408
|
|
|
12,059
|
|
|
9,185
|
|
|
—
|
|
|
65,652
|
|
|||||
expense:
|
|
2011
|
|
44,706
|
|
|
13,009
|
|
|
15,628
|
|
|
—
|
|
|
73,343
|
|
|||||
|
|
2010
|
|
45,163
|
|
|
11,788
|
|
|
16,964
|
|
|
—
|
|
|
73,915
|
|
|||||
Total assets:
|
|
2012
|
|
877,840
|
|
|
82,150
|
|
|
169,936
|
|
|
282,514
|
|
|
1,412,440
|
|
|||||
|
|
2011
|
|
836,918
|
|
|
99,803
|
|
|
173,435
|
|
|
278,653
|
|
|
1,388,809
|
|
|||||
|
|
2010
|
|
772,799
|
|
|
66,065
|
|
|
178,880
|
|
|
290,947
|
|
|
1,308,691
|
|
|||||
Capital asset purchases:
|
|
2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,193
|
|
|
35,193
|
|
|||||
|
|
2011
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,506
|
|
|
35,506
|
|
|||||
|
|
2010
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,932
|
|
|
43,932
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Checks, including contract settlements
|
|
$
|
890,018
|
|
|
$
|
871,731
|
|
|
$
|
896,563
|
|
Marketing solutions, including services
|
|
205,683
|
|
|
150,973
|
|
|
126,211
|
|
|||
Forms
|
|
200,379
|
|
|
195,905
|
|
|
194,724
|
|
|||
Accessories and other products
|
|
139,000
|
|
|
126,949
|
|
|
123,264
|
|
|||
Other services
|
|
79,837
|
|
|
72,038
|
|
|
61,475
|
|
|||
Total revenue
|
|
$
|
1,514,917
|
|
|
$
|
1,417,596
|
|
|
$
|
1,402,237
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Total revenue from external customers:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
1,427,593
|
|
|
$
|
1,334,540
|
|
|
$
|
1,325,163
|
|
Foreign, primarily Canada
|
|
87,324
|
|
|
83,056
|
|
|
77,074
|
|
|||
Total revenue
|
|
$
|
1,514,917
|
|
|
$
|
1,417,596
|
|
|
$
|
1,402,237
|
|
|
|
|
|
|
|
|
||||||
Long-lived assets:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
1,131,525
|
|
|
$
|
1,139,678
|
|
|
$
|
1,086,685
|
|
Foreign, primarily Canada
|
|
14,274
|
|
|
11,409
|
|
|
13,359
|
|
|||
Total long-lived assets
|
|
$
|
1,145,799
|
|
|
$
|
1,151,087
|
|
|
$
|
1,100,044
|
|
|
|
Year Ended December 31, 2012
|
||||||||||||||||||
|
|
Deluxe Corporation
|
|
Guarantor subsidiaries
|
|
Non-guarantor subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Product revenue
|
|
$
|
—
|
|
|
$
|
1,249,202
|
|
|
$
|
230,510
|
|
|
$
|
(133,783
|
)
|
|
$
|
1,345,929
|
|
Service revenue
|
|
8,902
|
|
|
137,543
|
|
|
48,105
|
|
|
(25,562
|
)
|
|
168,988
|
|
|||||
Total Revenue
|
|
8,902
|
|
|
1,386,745
|
|
|
278,615
|
|
|
(159,345
|
)
|
|
1,514,917
|
|
|||||
Cost of products sold
|
|
—
|
|
|
(424,266
|
)
|
|
(141,667
|
)
|
|
118,939
|
|
|
(446,994
|
)
|
|||||
Cost of services provided
|
|
(5,637
|
)
|
|
(63,378
|
)
|
|
(29,818
|
)
|
|
21,452
|
|
|
(77,381
|
)
|
|||||
Total Cost Of Revenue
|
|
(5,637
|
)
|
|
(487,644
|
)
|
|
(171,485
|
)
|
|
140,391
|
|
|
(524,375
|
)
|
|||||
Gross Profit
|
|
3,265
|
|
|
899,101
|
|
|
107,130
|
|
|
(18,954
|
)
|
|
990,542
|
|
|||||
Operating expenses
|
|
—
|
|
|
(621,380
|
)
|
|
(86,088
|
)
|
|
18,954
|
|
|
(688,514
|
)
|
|||||
Operating Income
|
|
3,265
|
|
|
277,721
|
|
|
21,042
|
|
|
—
|
|
|
302,028
|
|
|||||
Loss on early debt extinguishment
|
|
(5,258
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,258
|
)
|
|||||
Interest expense
|
|
(46,767
|
)
|
|
(11,436
|
)
|
|
(1,390
|
)
|
|
12,746
|
|
|
(46,847
|
)
|
|||||
Other income (expense)
|
|
11,721
|
|
|
(1,350
|
)
|
|
3,205
|
|
|
(12,746
|
)
|
|
830
|
|
|||||
(Loss) Income Before Income Taxes
|
|
(37,039
|
)
|
|
264,935
|
|
|
22,857
|
|
|
—
|
|
|
250,753
|
|
|||||
Income tax benefit (provision)
|
|
19,690
|
|
|
(95,938
|
)
|
|
(4,013
|
)
|
|
—
|
|
|
(80,261
|
)
|
|||||
(Loss) Income Before Equity In Earnings Of Consolidated Subsidiaries
|
|
(17,349
|
)
|
|
168,997
|
|
|
18,844
|
|
|
—
|
|
|
170,492
|
|
|||||
Equity in earnings of consolidated subsidiaries
|
|
187,841
|
|
|
18,844
|
|
|
—
|
|
|
(206,685
|
)
|
|
—
|
|
|||||
Net Income
|
|
$
|
170,492
|
|
|
$
|
187,841
|
|
|
$
|
18,844
|
|
|
$
|
(206,685
|
)
|
|
$
|
170,492
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive Income
|
|
$
|
189,246
|
|
|
$
|
205,245
|
|
|
$
|
20,453
|
|
|
$
|
(225,698
|
)
|
|
$
|
189,246
|
|
|
|
Year Ended December 31, 2011
|
||||||||||||||||||
|
|
Deluxe Corporation
|
|
Guarantor subsidiaries
|
|
Non-guarantor subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Product revenue
|
|
$
|
—
|
|
|
$
|
1,176,361
|
|
|
$
|
224,427
|
|
|
$
|
(120,368
|
)
|
|
$
|
1,280,420
|
|
Service revenue
|
|
9,409
|
|
|
100,537
|
|
|
48,567
|
|
|
(21,337
|
)
|
|
137,176
|
|
|||||
Total Revenue
|
|
9,409
|
|
|
1,276,898
|
|
|
272,994
|
|
|
(141,705
|
)
|
|
1,417,596
|
|
|||||
Cost of products sold
|
|
—
|
|
|
(415,206
|
)
|
|
(136,547
|
)
|
|
116,190
|
|
|
(435,563
|
)
|
|||||
Cost of services provided
|
|
(9,323
|
)
|
|
(43,913
|
)
|
|
(23,042
|
)
|
|
18,439
|
|
|
(57,839
|
)
|
|||||
Total Cost Of Revenue
|
|
(9,323
|
)
|
|
(459,119
|
)
|
|
(159,589
|
)
|
|
134,629
|
|
|
(493,402
|
)
|
|||||
Gross Profit
|
|
86
|
|
|
817,779
|
|
|
113,405
|
|
|
(7,076
|
)
|
|
924,194
|
|
|||||
Operating expenses
|
|
—
|
|
|
(571,043
|
)
|
|
(89,169
|
)
|
|
7,076
|
|
|
(653,136
|
)
|
|||||
Operating Income
|
|
86
|
|
|
246,736
|
|
|
24,236
|
|
|
—
|
|
|
271,058
|
|
|||||
Loss on early debt extinguishment
|
|
(6,995
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,995
|
)
|
|||||
Interest expense
|
|
(47,629
|
)
|
|
(8,561
|
)
|
|
(1,190
|
)
|
|
9,583
|
|
|
(47,797
|
)
|
|||||
Other income (expense)
|
|
8,534
|
|
|
907
|
|
|
(40
|
)
|
|
(9,583
|
)
|
|
(182
|
)
|
|||||
(Loss) Income Before Income Taxes
|
|
(46,004
|
)
|
|
239,082
|
|
|
23,006
|
|
|
—
|
|
|
216,084
|
|
|||||
Income tax benefit (provision)
|
|
22,143
|
|
|
(86,489
|
)
|
|
(7,143
|
)
|
|
—
|
|
|
(71,489
|
)
|
|||||
(Loss) Income Before Equity In Earnings Of Consolidated Subsidiaries
|
|
(23,861
|
)
|
|
152,593
|
|
|
15,863
|
|
|
—
|
|
|
144,595
|
|
|||||
Equity in earnings of consolidated subsidiaries
|
|
168,456
|
|
|
15,863
|
|
|
—
|
|
|
(184,319
|
)
|
|
—
|
|
|||||
Net Income
|
|
$
|
144,595
|
|
|
$
|
168,456
|
|
|
$
|
15,863
|
|
|
$
|
(184,319
|
)
|
|
$
|
144,595
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive Income
|
|
$
|
135,206
|
|
|
$
|
157,596
|
|
|
$
|
13,927
|
|
|
$
|
(171,523
|
)
|
|
$
|
135,206
|
|
|
|
Year Ended December 31, 2010
|
||||||||||||||||||
|
|
Deluxe Corporation
|
|
Guarantor subsidiaries
|
|
Non-guarantor subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Product revenue
|
|
$
|
—
|
|
|
$
|
1,179,023
|
|
|
$
|
229,087
|
|
|
$
|
(128,478
|
)
|
|
$
|
1,279,632
|
|
Service revenue
|
|
9,145
|
|
|
91,457
|
|
|
41,192
|
|
|
(19,189
|
)
|
|
122,605
|
|
|||||
Total Revenue
|
|
9,145
|
|
|
1,270,480
|
|
|
270,279
|
|
|
(147,667
|
)
|
|
1,402,237
|
|
|||||
Cost of products sold
|
|
—
|
|
|
(415,058
|
)
|
|
(139,709
|
)
|
|
119,483
|
|
|
(435,284
|
)
|
|||||
Cost of services provided
|
|
(5,663
|
)
|
|
(39,316
|
)
|
|
(22,764
|
)
|
|
14,608
|
|
|
(53,135
|
)
|
|||||
Total Cost Of Revenue
|
|
(5,663
|
)
|
|
(454,374
|
)
|
|
(162,473
|
)
|
|
134,091
|
|
|
(488,419
|
)
|
|||||
Gross Profit
|
|
3,482
|
|
|
816,106
|
|
|
107,806
|
|
|
(13,576
|
)
|
|
913,818
|
|
|||||
Operating expenses
|
|
—
|
|
|
(551,519
|
)
|
|
(94,331
|
)
|
|
13,576
|
|
|
(632,274
|
)
|
|||||
Operating Income
|
|
3,482
|
|
|
264,587
|
|
|
13,475
|
|
|
—
|
|
|
281,544
|
|
|||||
Interest expense
|
|
(44,061
|
)
|
|
(6,365
|
)
|
|
(930
|
)
|
|
7,191
|
|
|
(44,165
|
)
|
|||||
Other income (expense)
|
|
4,992
|
|
|
(58
|
)
|
|
827
|
|
|
(7,191
|
)
|
|
(1,430
|
)
|
|||||
(Loss) Income Before Income Taxes
|
|
(35,587
|
)
|
|
258,164
|
|
|
13,372
|
|
|
—
|
|
|
235,949
|
|
|||||
Income tax benefit (provision)
|
|
16,952
|
|
|
(92,691
|
)
|
|
(6,815
|
)
|
|
—
|
|
|
(82,554
|
)
|
|||||
(Loss) Income Before Equity In Earnings Of Consolidated Subsidiaries
|
|
(18,635
|
)
|
|
165,473
|
|
|
6,557
|
|
|
—
|
|
|
153,395
|
|
|||||
Equity in earnings of consolidated subsidiaries
|
|
171,259
|
|
|
6,557
|
|
|
—
|
|
|
(177,816
|
)
|
|
—
|
|
|||||
Income From Continuing Operations
|
|
152,624
|
|
|
172,030
|
|
|
6,557
|
|
|
(177,816
|
)
|
|
153,395
|
|
|||||
Net Loss From Discontinued Operations
|
|
—
|
|
|
(771
|
)
|
|
—
|
|
|
—
|
|
|
(771
|
)
|
|||||
Net Income
|
|
$
|
152,624
|
|
|
$
|
171,259
|
|
|
$
|
6,557
|
|
|
$
|
(177,816
|
)
|
|
$
|
152,624
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive Income
|
|
$
|
155,430
|
|
|
$
|
172,750
|
|
|
$
|
8,366
|
|
|
$
|
(181,116
|
)
|
|
$
|
155,430
|
|
|
|
Year Ended December 31, 2012
|
||||||||||||||||||
|
|
Deluxe Corporation
|
|
Guarantor subsidiaries
|
|
Non-guarantor subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net Cash (Used) Provided By Operating Activities Of Continuing Operations
|
|
$
|
(10,325
|
)
|
|
$
|
238,663
|
|
|
$
|
15,739
|
|
|
$
|
—
|
|
|
$
|
244,077
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of capital assets
|
|
—
|
|
|
(31,319
|
)
|
|
(3,874
|
)
|
|
—
|
|
|
(35,193
|
)
|
|||||
Payments for acquisitions, net of cash acquired
|
|
—
|
|
|
(26,707
|
)
|
|
(7,465
|
)
|
|
—
|
|
|
(34,172
|
)
|
|||||
Loans to distributors
|
|
—
|
|
|
(3,227
|
)
|
|
(60
|
)
|
|
—
|
|
|
(3,287
|
)
|
|||||
Proceeds from sale of facility
|
|
—
|
|
|
2,613
|
|
|
—
|
|
|
—
|
|
|
2,613
|
|
|||||
Other
|
|
379
|
|
|
277
|
|
|
870
|
|
|
—
|
|
|
1,526
|
|
|||||
Net cash provided (used) by investing activities of continuing operations
|
|
379
|
|
|
(58,363
|
)
|
|
(10,529
|
)
|
|
—
|
|
|
(68,513
|
)
|
|||||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Payments on long-term debt, including costs of debt reacquisition
|
|
(288,938
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(288,938
|
)
|
|||||
Proceeds from issuing long-term debt
|
|
200,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200,000
|
|
|||||
Payments for debt issue costs
|
|
(4,504
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,504
|
)
|
|||||
Change in book overdrafts
|
|
(2,426
|
)
|
|
3,827
|
|
|
—
|
|
|
(4,001
|
)
|
|
(2,600
|
)
|
|||||
Proceeds from issuing shares under employee plans
|
|
12,320
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,320
|
|
|||||
Excess tax benefit from share-based employee awards
|
|
2,285
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,285
|
|
|||||
Payments for common shares repurchased
|
|
(27,155
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,155
|
)
|
|||||
Cash dividends paid to shareholders
|
|
(50,918
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,918
|
)
|
|||||
Advances from (to) consolidated subsidiaries
|
|
181,097
|
|
|
(182,488
|
)
|
|
1,391
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided (used) by financing activities of continuing operations
|
|
21,761
|
|
|
(178,661
|
)
|
|
1,391
|
|
|
(4,001
|
)
|
|
(159,510
|
)
|
|||||
Effect Of Exchange Rate Change On Cash
|
|
—
|
|
|
—
|
|
|
694
|
|
|
—
|
|
|
694
|
|
|||||
Net Change In Cash And Cash Equivalents
|
|
11,815
|
|
|
1,639
|
|
|
7,295
|
|
|
(4,001
|
)
|
|
16,748
|
|
|||||
Cash And Cash Equivalents, Beginning of Year
|
|
3,047
|
|
|
1,522
|
|
|
24,118
|
|
|
—
|
|
|
28,687
|
|
|||||
Cash And Cash Equivalents, End of Year
|
|
$
|
14,862
|
|
|
$
|
3,161
|
|
|
$
|
31,413
|
|
|
$
|
(4,001
|
)
|
|
$
|
45,435
|
|
|
|
Year Ended December 31, 2011
|
||||||||||||||
|
|
Deluxe Corporation
|
|
Guarantor subsidiaries
|
|
Non-guarantor subsidiaries
|
|
Total
|
||||||||
Net Cash Provided By Operating Activities Of Continuing Operations
|
|
$
|
2,567
|
|
|
$
|
213,999
|
|
|
$
|
18,801
|
|
|
$
|
235,367
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
||||||||
Purchases of capital assets
|
|
—
|
|
|
(33,731
|
)
|
|
(1,775
|
)
|
|
(35,506
|
)
|
||||
Payments for acquisitions, net of cash acquired
|
|
—
|
|
|
(80,486
|
)
|
|
(5,155
|
)
|
|
(85,641
|
)
|
||||
Payments on company-owned life insurance policies
|
|
—
|
|
|
(6,383
|
)
|
|
—
|
|
|
(6,383
|
)
|
||||
Loans to distributors
|
|
—
|
|
|
(4,879
|
)
|
|
(296
|
)
|
|
(5,175
|
)
|
||||
Proceeds from sale of facility
|
|
—
|
|
|
699
|
|
|
—
|
|
|
699
|
|
||||
Other
|
|
(342
|
)
|
|
151
|
|
|
412
|
|
|
221
|
|
||||
Net cash used by investing activities of continuing operations
|
|
(342
|
)
|
|
(124,629
|
)
|
|
(6,814
|
)
|
|
(131,785
|
)
|
||||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
||||||||
Net payments on short-term debt
|
|
(7,000
|
)
|
|
—
|
|
|
—
|
|
|
(7,000
|
)
|
||||
Payments on long-term debt, including costs of debt reacquisition
|
|
(215,030
|
)
|
|
—
|
|
|
—
|
|
|
(215,030
|
)
|
||||
Proceeds from issuing long-term debt
|
|
200,000
|
|
|
—
|
|
|
—
|
|
|
200,000
|
|
||||
Payments for debt issue costs
|
|
(3,513
|
)
|
|
—
|
|
|
—
|
|
|
(3,513
|
)
|
||||
Change in book overdrafts
|
|
742
|
|
|
(878
|
)
|
|
—
|
|
|
(136
|
)
|
||||
Proceeds from issuing shares under employee plans
|
|
7,671
|
|
|
—
|
|
|
—
|
|
|
7,671
|
|
||||
Excess tax benefit from share-based employee awards
|
|
1,052
|
|
|
—
|
|
|
—
|
|
|
1,052
|
|
||||
Payments for common shares repurchased
|
|
(23,620
|
)
|
|
—
|
|
|
—
|
|
|
(23,620
|
)
|
||||
Cash dividends paid to shareholders
|
|
(51,126
|
)
|
|
—
|
|
|
—
|
|
|
(51,126
|
)
|
||||
Advances from (to) consolidated subsidiaries
|
|
88,449
|
|
|
(87,653
|
)
|
|
(796
|
)
|
|
—
|
|
||||
Net cash used by financing activities of continuing operations
|
|
(2,375
|
)
|
|
(88,531
|
)
|
|
(796
|
)
|
|
(91,702
|
)
|
||||
Effect Of Exchange Rate Change On Cash
|
|
—
|
|
|
—
|
|
|
(576
|
)
|
|
(576
|
)
|
||||
Net Change In Cash And Cash Equivalents
|
|
(150
|
)
|
|
839
|
|
|
10,615
|
|
|
11,304
|
|
||||
Cash And Cash Equivalents, Beginning Of Year
|
|
3,197
|
|
|
683
|
|
|
13,503
|
|
|
17,383
|
|
||||
Cash And Cash Equivalents, End Of Year
|
|
$
|
3,047
|
|
|
$
|
1,522
|
|
|
$
|
24,118
|
|
|
$
|
28,687
|
|
|
|
Year Ended December 31, 2010
|
||||||||||||||
|
|
Deluxe Corporation
|
|
Guarantor subsidiaries
|
|
Non-guarantor subsidiaries
|
|
Total
|
||||||||
Net Cash (Used) Provided By Operating Activities Of Continuing Operations
|
|
$
|
(16,786
|
)
|
|
$
|
224,279
|
|
|
$
|
5,122
|
|
|
$
|
212,615
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
||||||||
Purchases of capital assets
|
|
—
|
|
|
(43,005
|
)
|
|
(927
|
)
|
|
(43,932
|
)
|
||||
Payments for acquisitions, net of cash acquired
|
|
—
|
|
|
(98,621
|
)
|
|
—
|
|
|
(98,621
|
)
|
||||
Proceeds from company-owned life insurance policies
|
|
5,782
|
|
|
361
|
|
|
—
|
|
|
6,143
|
|
||||
Other
|
|
(1,410
|
)
|
|
(111
|
)
|
|
1,761
|
|
|
240
|
|
||||
Net cash provided (used) by investing activities of continuing operations
|
|
4,372
|
|
|
(141,376
|
)
|
|
834
|
|
|
(136,170
|
)
|
||||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
||||||||
Net payments on short-term debt
|
|
(19,000
|
)
|
|
—
|
|
|
—
|
|
|
(19,000
|
)
|
||||
Payments for debt issue costs
|
|
(2,361
|
)
|
|
—
|
|
|
—
|
|
|
(2,361
|
)
|
||||
Change in book overdrafts
|
|
(1,090
|
)
|
|
397
|
|
|
—
|
|
|
(693
|
)
|
||||
Proceeds from issuing shares under employee plans
|
|
3,267
|
|
|
—
|
|
|
—
|
|
|
3,267
|
|
||||
Excess tax benefit from share-based employee awards
|
|
680
|
|
|
—
|
|
|
—
|
|
|
680
|
|
||||
Payments for common shares repurchased
|
|
(2,999
|
)
|
|
—
|
|
|
—
|
|
|
(2,999
|
)
|
||||
Cash dividends paid to shareholders
|
|
(51,435
|
)
|
|
—
|
|
|
—
|
|
|
(51,435
|
)
|
||||
Advances from (to) consolidated subsidiaries
|
|
85,824
|
|
|
(83,114
|
)
|
|
(2,710
|
)
|
|
—
|
|
||||
Net cash provided (used) by financing activities of continuing operations
|
|
12,886
|
|
|
(82,717
|
)
|
|
(2,710
|
)
|
|
(72,541
|
)
|
||||
Effect Of Exchange Rate Change On Cash
|
|
—
|
|
|
—
|
|
|
690
|
|
|
690
|
|
||||
Net Change In Cash And Cash Equivalents
|
|
472
|
|
|
186
|
|
|
3,936
|
|
|
4,594
|
|
||||
Cash And Cash Equivalents, Beginning Of Year
|
|
2,725
|
|
|
497
|
|
|
9,567
|
|
|
12,789
|
|
||||
Cash And Cash Equivalents, End Of Year
|
|
$
|
3,197
|
|
|
$
|
683
|
|
|
$
|
13,503
|
|
|
$
|
17,383
|
|
|
|
2012 Quarter Ended
|
||||||||||||||
|
|
March 31
(1)
|
|
June 30
(2)
|
|
September 30
(3)
|
|
December 31
(4)
|
||||||||
Total revenue
|
|
$
|
377,981
|
|
|
$
|
371,014
|
|
|
$
|
378,338
|
|
|
$
|
387,584
|
|
Gross profit
|
|
250,494
|
|
|
243,420
|
|
|
246,648
|
|
|
249,980
|
|
||||
Net income
|
|
44,079
|
|
|
42,262
|
|
|
41,503
|
|
|
42,648
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
0.86
|
|
|
0.83
|
|
|
0.81
|
|
|
0.83
|
|
||||
Diluted
|
|
0.86
|
|
|
0.82
|
|
|
0.81
|
|
|
0.83
|
|
||||
Cash dividends per share
|
|
0.25
|
|
|
0.25
|
|
|
0.25
|
|
|
0.25
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
2011 Quarter Ended
|
||||||||||||||
|
|
March 31
(5)
|
|
June 30
(6)
|
|
September 30
(7)
|
|
December 31
(8)
|
||||||||
Total revenue
|
|
$
|
349,752
|
|
|
$
|
346,274
|
|
|
$
|
355,144
|
|
|
$
|
366,426
|
|
Gross profit
|
|
229,589
|
|
|
225,587
|
|
|
232,506
|
|
|
236,512
|
|
||||
Net income
|
|
32,556
|
|
|
35,473
|
|
|
36,735
|
|
|
39,831
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
0.63
|
|
|
0.69
|
|
|
0.72
|
|
|
0.78
|
|
||||
Diluted
|
|
0.63
|
|
|
0.68
|
|
|
0.71
|
|
|
0.78
|
|
||||
Cash dividends per share
|
|
0.25
|
|
|
0.25
|
|
|
0.25
|
|
|
0.25
|
|
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
|
|
2,344,669
|
|
(1)
|
$
|
23.65
|
|
(1)
|
8,688,352
|
|
(2)
|
Equity compensation plans not approved by shareholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total
|
|
2,344,669
|
|
|
$
|
23.65
|
|
|
8,688,352
|
|
|
Exhibit Number
|
|
Description
|
|
Method of Filing
|
3.1
|
|
Amended and Restated Articles of Incorporation (incorporated by reference Exhibit 3.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)
|
|
*
|
3.2
|
|
Bylaws (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Commission on October 23, 2008)
|
|
*
|
4.1
|
|
Amended and Restated Rights Agreement, dated as of December 20, 2006, by and between us and Wells Fargo Bank, National Association, as Rights Agent, which includes as Exhibit A thereto, the Form of Rights Certificate (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Commission on December 21, 2006)
|
|
*
|
4.2
|
|
Indenture, dated as of April 30, 2003, by and between us and Wells Fargo Bank Minnesota, N.A., as trustee (incorporated by reference to Exhibit 4.8 to the Registration Statement on Form S-3 (Registration No. 333-104858) filed with the Commission on April 30, 2003)
|
|
*
|
4.3
|
|
Form of Officer’s Certificate and Company Order authorizing the 2014 Notes, series B (incorporated by reference to Exhibit 4.9 to the Registration Statement on Form S-4 (Registration No. 333-120381) filed with the Commission on November 12, 2004)
|
|
*
|
4.4
|
|
Specimen of 5 1/8% notes due 2014, series B (incorporated by reference to Exhibit 4.10 to the Registration Statement on Form S-4 (Registration No. 333-120381) filed with the Commission on November 12, 2004)
|
|
*
|
4.5
|
|
Indenture, dated as of May 14, 2007, by and between us and The Bank of New York Trust Company, N.A., as trustee (including form of 7.375% Senior Notes due 2015) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Commission on May 15, 2007)
|
|
*
|
4.6
|
|
Supplemental Indenture, dated as of March 12, 2010, among us, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), as trustee (incorporated by reference to Exhibit 4.9 to the Annual Report on Form 10-K for the year ended December 31, 2010)
|
|
*
|
4.7
|
|
Supplemental Indenture, dated as of September 9, 2010, among us, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), as trustee (incorporated by reference to Exhibit 4.10 to the Annual Report on Form 10-K for the year ended December 31, 2010)
|
|
*
|
4.8
|
|
Indenture, dated as of March 15, 2011, by and among us, the guarantors listed on the signature pages thereto and U.S. Bank National Association, as trustee (including form of 7.00% Senior Notes due 2019) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Commission on March 15, 2011)
|
|
*
|
4.9
|
|
Supplemental Indenture, dated as of July 30, 2012, among us, OrangeSoda, Inc., the guarantors listed on the signature pages thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.11 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)
|
|
*
|
Exhibit Number
|
|
Description
|
|
Method of Filing
|
4.10
|
|
Supplemental Indenture, dated as of July 30, 2012, among us, OrangeSoda, Inc., the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), as trustee (incorporated by reference to Exhibit 4.12 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)
|
|
*
|
4.11
|
|
Indenture, dated as of November 27, 2012, by and among us, the guarantors listed on the signature pages thereto and U.S. Bank National Association, as trustee (including form of 6.000% Senior Notes due 2020) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Commission on November 27, 2012)
|
|
*
|
4.12
|
|
Registration Rights Agreement, dated as of November 27, 2012, by and among us, the guarantors listed on the signature pages thereto and J.P. Morgan, as representative of the several initial purchasers listed in Schedule I to the Purchase Agreement (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Commission on November 27, 2012)
|
|
*
|
4.13
|
|
Supplemental Indenture, dated as of November 26, 2012, among us, the guarantors listed on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), as trustee (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the Commission on November 27, 2012)
|
|
*
|
10.1
|
|
Deluxe Corporation 2012 Annual Incentive Plan (incorporated by reference to Appendix A of our definitive proxy statement filed with the Commission on March 12, 2012)**
|
|
*
|
10.2
|
|
Deluxe Corporation 2012 Long-Term Incentive Plan (incorporated by reference to Appendix B of our definitive proxy statement filed with the Commission on March 12, 2012)**
|
|
*
|
10.3
|
|
First Amendment to Deluxe Corporation Non-employee Director Stock and Deferral Plan (incorporated by reference to Exhibit 10.3 to the Annual Report on Form 10-K for the year ended December 31, 2008)**
|
|
*
|
10.4
|
|
Amended and Restated 2000 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K for the year ended December 31, 2001)**
|
|
*
|
10.5
|
|
Deluxe Corporation Deferred Compensation Plan (2011 Restatement) (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K for the year ended December 31, 2010)**
|
|
*
|
10.6
|
|
Deluxe Corporation Deferred Compensation Plan Trust (incorporated by reference to Exhibit 4.3 to the Form S-8 filed with the Commission on January 7, 2002)**
|
|
*
|
10.7
|
|
Deluxe Corporation Executive Deferred Compensation Plan for Employee Retention and Other Eligible Arrangements (incorporated by reference to Exhibit 10.24 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2000)**
|
|
*
|
10.8
|
|
Description of modification to the Deluxe Corporation Non-Employee Director Retirement and Deferred Compensation Plan (incorporated by reference to Exhibit 10.10 to the Annual Report on Form 10-K for the year ended December 31, 1997)**
|
|
*
|
10.9
|
|
Form of Severance Agreement entered into between us and the following executive officers: Anthony Scarfone, Terry Peterson, Pete Godich, Julie Loosbrock, Malcolm McRoberts, Laura Radewald, John Filby and Tracey Engelhardt (incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K for the year ended December 31, 2000)**
|
|
*
|
10.10
|
|
Employment Agreement dated as of April 10, 2006, between us and Lee Schram (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Commission on April 17, 2006)**
|
|
*
|
Exhibit Number
|
|
Description
|
|
Method of Filing
|
10.11
|
|
Form of Executive Retention Agreement entered into between us and Lee Schram (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Commission on August 10, 2007)**
|
|
*
|
10.12
|
|
Form of Executive Retention Agreement entered into between us and Senior Vice Presidents appointed prior to 2010 (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed with the Commission on August 10, 2007)**
|
|
*
|
10.13
|
|
Form of Executive Retention Agreement entered into between us and each Vice President designated as an executive officer prior to 2010 (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed with the Commission on August 10, 2007)**
|
|
*
|
10.14
|
|
Form of Addendum to Executive Retention and Severance Agreements Relating to Section 409A of the Internal Revenue Code (incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K for the year ended December 31, 2008)**
|
|
*
|
10.15
|
|
Form of Agreement for Awards Payable in Restricted Stock Units (revised 12/08) (incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K for the year ended December 31, 2008)**
|
|
*
|
10.16
|
|
Form of Agreement for Awards Payable in Restricted Stock Units (revised 10/12)**
|
|
Filed herewith
|
10.17
|
|
Form of Non-Employee Director Restricted Stock Award Agreement (version 4/07) (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2007)**
|
|
*
|
10.18
|
|
Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-K for the year ended December 31, 2004)**
|
|
*
|
10.19
|
|
Form of Non-Qualified Stock Option Agreement (as amended February 2006) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Commission on February 21, 2006)**
|
|
*
|
10.20
|
|
Form of Non-Qualified Stock Option Agreement (version 2/07) (incorporated by reference to exhibit 10.28 to the Annual Report on Form 10-K for the year ended December 31, 2006)**
|
|
*
|
10.21
|
|
Form of Non-Qualified Stock Option Agreement (version 2/09) (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2009)**
|
|
*
|
10.22
|
|
Form of Cash Performance Award Agreement (version 2/10) (incorporated by reference to Exhibit 10.30 to the Annual Report on Form 10-K for the year ended December 31, 2009)**
|
|
*
|
10.23
|
|
Amendment No. 1, dated as of February 8, 2012, to revolving credit agreement dated as of March 12, 2010, among us, JPMorgan Chase Bank, N.A. as administrative agent, Fifth Third Bank as Syndication Agent, U.S. Bank National Association and The Bank of Tokyo-Mitsubishi UFJ, Ltd. as co-documentation agents, and the other financial institutions party thereto, related to a $200,000,000 revolving credit agreement (incorporated by reference to Exhibit 10.27 to the Annual Report on Form 10-K for the year ended December 31, 2011)
|
|
*
|
12.1
|
|
Statement re: Computation of Ratios
|
|
Filed
herewith
|
21.1
|
|
Subsidiaries of the Registrant
|
|
Filed
herewith
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm
|
|
Filed
herewith
|
Exhibit Number
|
|
Description
|
|
Method of Filing
|
24.1
|
|
Power of Attorney
|
|
Filed
herewith
|
31.1
|
|
CEO Certification of Periodic Report pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed
herewith
|
31.2
|
|
CFO Certification of Periodic Report pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed
herewith
|
32.1
|
|
CEO and CFO Certification of Periodic Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Furnished
herewith
|
101
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of December 31, 2012 and December 31, 2011, (ii) Consolidated Statements of Income for the years ended December 31, 2012, 2011 and 2010, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010, (iv) Consolidated Statements of Shareholders' Equity for the years ended December 31, 2012, 2011 and 2010 (v) Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010, and (vi) Notes to Consolidated Financial Statements***
|
|
Filed
herewith
|
|
DELUXE CORPORATION
|
|
|
Date: February 22, 2013
|
By: /s/ Lee Schram
|
|
Lee Schram
Chief Executive Officer
|
Signature
|
Title
|
|
|
By: /s/ Lee Schram
|
Chief Executive Officer
|
Lee Schram
|
(Principal Executive Officer)
|
|
|
By: /s/ Terry D. Peterson
|
Senior Vice President, Chief Financial Officer
|
Terry D. Peterson
|
(Principal Financial Officer)
|
|
|
By: /s/ Jeffrey J. Bata
|
Vice President, Controller and Chief Accounting Officer
|
Jeffrey J. Bata
|
(Principal Accounting Officer)
|
|
|
*
|
|
Ronald C. Baldwin
|
Director
|
|
|
*
|
|
Charles A. Haggerty
|
Director
|
|
|
*
|
|
Don J. McGrath
|
Director
|
|
|
*
|
|
Cheryl Mayberry McKissack
|
Director
|
|
|
*
|
|
Neil J, Metviner
|
Director
|
|
|
*
|
|
Stephen P. Nachtsheim
|
Director
|
|
|
*
|
|
Mary Ann O'Dwyer
|
Director
|
|
|
*
|
|
Martyn R. Redgrave
|
Director
|
|
|
|
|
* By: /s/ Lee Schram
|
|
Lee Schram
|
|
Attorney-in-Fact
|
|
Exhibit No.
|
|
Description
|
10.16
|
|
Form of Agreement for Awards Payable in Restricted Stock Units (revised 10/12)
|
12.1
|
|
Statement re: Computation of Ratios
|
21.1
|
|
Subsidiaries of the Registrant
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm
|
24.1
|
|
Power of Attorney
|
31.1
|
|
CEO Certification of Periodic Report pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
|
CFO Certification of Periodic Report pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
|
CEO and CFO Certification of Periodic Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of December 31, 2012 and December 31, 2011, (ii) Consolidated Statements of Income for the years ended December 31, 2012, 2011 and 2010, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010, (iv) Consolidated Statements of Shareholders' Equity for the years ended December 31, 2012, 2011 and 2010 (v) Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010, and (vi) Notes to Consolidated Financial Statements
|
(i)
|
You have breached your obligations of confidentiality to the Corporation or any of its Affiliates;
|
(ii)
|
You have otherwise failed to perform your employment duties and do not cure such failure within thirty (30) days after receipt of written notice thereof;
|
(iii)
|
You commit an act, or omit to take action, in bad faith which results in material detriment to the Corporation or any of its Affiliates;
|
(iv)
|
You have had excessive absences unrelated to illness or vacation (“excessive” shall be defined in accordance with local employment customs);
|
(v)
|
You have committed fraud, misappropriation, embezzlement or other act of dishonesty in connection with the Corporation or any of its Affiliates or its or their businesses;
|
(vi)
|
You have been convicted or have pleaded guilty or nolo contendere to criminal misconduct constituting a felony or a gross misdemeanor, which gross misdemeanor involves a breach of ethics, moral turpitude, or immoral or other conduct reflecting adversely upon the reputation or interest of the Corporation or its Affiliates;
|
(vii)
|
Your use of narcotics, liquor or illicit drugs has had a detrimental effect on performance of employment responsibilities; or
|
(viii)
|
You are in default under any agreement between you and the Corporation or any of its Affiliates.
|
(i)
|
any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation representing 30% or more of the combined voting power of the Corporation's then outstanding securities, excluding, at the time of their original acquisition, from the calculation of securities beneficially owned by such Person any securities acquired directly from the Corporation or its Affiliates or in connection with a transaction described in clause (a) of paragraph (iii) below; or
|
(ii)
|
the individuals who at the date of your award election hereunder constitute the Board and any new director (other than a director whose initial assumption of office occurs within a year of and is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Corporation)
|
(iii)
|
the shareholders of the Corporation approve a plan of complete liquidation of the Corporation or there is consummated an agreement for the sale or disposition by the Corporation of all or substantially all the Corporation's assets, other than a sale or disposition by the Corporation of all or substantially all of the Corporation's assets to an entity, not more than 50% of the combined voting power of the voting securities of which are owned by shareholders of the Corporation in substantially the same proportions as their ownership of the Corporation immediately prior to such sale.
|
(i)
|
you have received disability benefits for a period of not less than three months under a long or short-term disability plan or policy (or both), and are eligible for benefits under the long-term disability plan of the Corporation or any Affiliate of which you are employed at the time of such disability; or
|
(ii)
|
in the event that your employer does not have a long-term disability plan in effect at such time, you are unable to engage in any substantial gainful activity.
|
(i)
|
for purposes of Treas. Reg. §1.409A-1(h)(1)(ii), an employee shall be considered to have incurred a separation from service on the date on which it is reasonably anticipated that the level of bona fide services the employee will perform after such date (whether as an employee or as an independent contractor) will permanently decrease to less than 50 percent of the average level of bona fide services performed (whether as an employee or an
|
(ii)
|
for purposes of identifying specified employees the safe harbor definition of compensation contained in Treas. Reg. §1.415(c)-2(d)(4) (compensation required to be reported on Form W-2 plus elective deferrals) shall be used, and compensation paid to a nonresident alien that is not effectively connected with the conduct of a trade or business within the United States shall be excluded.
|
|
Year Ended December 31,
|
|||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
|
||||||
Earnings:
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
||||||||||||
Income from continuing operations before income taxes
|
$
|
250,753
|
|
$
|
216,084
|
|
$
|
235,949
|
|
$
|
155,021
|
|
$
|
160,176
|
|
$
|
220,015
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense (excluding capitalized interest)
(1)
|
46,847
|
|
47,797
|
|
44,165
|
|
46,280
|
|
50,421
|
|
55,294
|
|
||||||
|
|
|
|
|
|
|
||||||||||||
Portion of rent expense under long-term operating leases representative of an interest factor
|
4,463
|
|
3,215
|
|
3,438
|
|
2,716
|
|
3,147
|
|
2,900
|
|
||||||
|
|
|
|
|
|
|
||||||||||||
Total earnings
|
$
|
302,063
|
|
$
|
267,096
|
|
$
|
283,552
|
|
$
|
204,017
|
|
$
|
213,744
|
|
$
|
278,209
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed charges:
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
||||||||||||
Interest expense (including capitalized interest)
(1)
|
$
|
46,847
|
|
$
|
47,797
|
|
$
|
44,165
|
|
$
|
46,280
|
|
$
|
50,421
|
|
$
|
55,294
|
|
|
|
|
|
|
|
|
||||||||||||
Portion of rent expense under long-term operating leases representative of an interest factor
|
4,463
|
|
3,215
|
|
3,438
|
|
2,716
|
|
3,147
|
|
2,900
|
|
||||||
|
|
|
|
|
|
|
||||||||||||
Total fixed charges
|
$
|
51,310
|
|
$
|
51,012
|
|
$
|
47,603
|
|
$
|
48,996
|
|
$
|
53,568
|
|
$
|
58,194
|
|
|
|
|
|
|
|
|
||||||||||||
Ratio of earnings to fixed charges
|
5.9
|
|
5.2
|
|
6.0
|
|
4.2
|
|
4.0
|
|
4.8
|
|
|
|
Date
|
|
|
|
/s/ Lee Schram
|
|
2/20/2013
|
Lee Schram, Chief Executive Officer and
|
|
|
Director (principal executive officer)
|
|
|
|
|
|
/s/ Terry D. Peterson
|
|
2/20/2013
|
Terry D. Peterson, Senior Vice President, Chief
|
|
|
Financial Officer (principal financial officer)
|
|
|
|
|
|
/s/ Jeffrey J. Bata
|
|
2/20/2013
|
Jeffrey J. Bata, Vice President, Controller and
|
|
|
Chief Accounting Officer (principal accounting officer)
|
|
|
|
|
|
/s/ Ronald C. Baldwin
|
|
2/20/2013
|
Ronald C. Baldwin, Director
|
|
|
|
|
|
/s/ Charles A. Haggerty
|
|
2/20/2013
|
Charles A. Haggerty, Director
|
|
|
|
|
|
/s/ Don. J. McGrath
|
|
2/20/2013
|
Don J. McGrath, Director
|
|
|
|
|
|
/s/ Cheryl Mayberry McKissack
|
|
2/20/2013
|
Cheryl Mayberry McKissack, Director
|
|
|
|
|
|
/s/ Neil J. Metviner
|
|
2/20/2013
|
Neil J. Metviner, Director
|
|
|
|
|
|
/s/ Stephen P. Nachtsheim
|
|
2/20/2013
|
Stephen P. Nachtsheim, Director
|
|
|
|
|
|
/s/ Mary Ann O'Dwyer
|
|
2/20/2013
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Mary Ann O'Dwyer, Director
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/s/ Martyn R. Redgrave
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2/20/2013
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Martyn R. Redgrave, Director
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: February 22, 2013
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/s/ Lee Schram
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Lee Schram
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Chief Executive Officer
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: February 22, 2013
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/s/ Terry D. Peterson
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Terry D. Peterson
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Chief Financial Officer
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(1)
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the Annual Report on Form 10-K of the Company for the year ended December 31, 2012 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: February 22, 2013
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/s/ Lee Schram
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Lee Schram
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Chief Executive Officer
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/s/ Terry D. Peterson
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Terry D. Peterson
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Chief Financial Officer
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